HomeMy WebLinkAboutContract 47645 CITY SECRETAW .
FORT WORTH SPINKS AIRPORT CONTRAPT NIO `
GROUND LEASE AGREEMENT
FWS REALTY,LTD
LEASE SITE NW 1
13401 WING WAY DRIVE
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH ("Lessor" or the "City"), 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 FWS Realty, LTD. ("Lessee"), a Texas limited
partnership, acting by and through its General Partner, Harrison Realty Investments, LLC, a
Texas limited liability company, acting by and through John Cockerham, its duly authorized
President.
RECITALS
The following introductory provisions are true and correct and form the basis of this
Agreement:
"ERAS, Lessor and Lessee wish to enter into a ground lease for a portion of the Right of
First Refusal (ROFR) Tract, as defined in the Ground Lease Agreement with Mandatory
Improvements, Lease Site NW-3 dated effective January 19, 2012, City Secretary Contract No.
42807 (the"NW3 Lease");
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations
contained herein,the parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 63,299 square feet of ground space ("Ground") at Fort
Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as
Lease Site NW1, also known as 13401 Wing Way Drive, ("Premises"), as shown in
Exhibit "A" attached hereto and hereby made a part of this Lease for all purposes. The
Ground is a portion of the ROFR Tract identified in the NW3 Lease. Nothing contained in
this Lease otherwise affects the Lessee's right of first refusal to lease the remaining portions
of the ROFR Tract(as defined in the NW3 Lease).
2. TERM OF LEASE.
2.1. Term.
The term of the Lease ("Term") shall commence at on the date Lessee is issued a
building permit from the City of Fort Worth (the "Commencement Date") and
expire at 11:59 p.m. forty (40) years following the date of the issuance of the
building permit to Lessee, unless terminated earlier as provided herein. The
effective date of the Lease ("Effective Date") shall be the date the last party signs
the Lease, as indicated below. The parties agree that uponMR
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permit to Lessee, the parties will execute a Commencement Date Memorandum, in
the form attached hereto as Exhibit"D."
2.2. Holdover.
If Lessee holds over after the expiration of the 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
of such holding over by Lessee.
3. RENT.
3.1. Ground Rate.
Lessee shall commence the payment of rent for the Ground on the Commencement
Date. Lessee shall apply for a permit within fourteen (14) days of the Effective
Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the
Ground, Seventeen Thousand Ninety Dollars and Seventy-Three Cents
($17,090.73), at a rate of twenty-seven cents ($0.27) per square foot, payable in
equal monthly installments of One Thousand Four Hundred Twenty Four Dollars
and Twenty-Three Cents ($1,424.23).
3.2. Rate Adiustments.
3.2.1. Consumer Price Index Adjustments.
The rental rates under this Lease are based on Lessor's current published Schedule
of Rates and Charges. Rental rates are subject to increase beginning October 1,
2016, and on October 1St of each subsequent year during the Term and any Renewal
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.
3.2.2. Five-Year Adjustments,Ground Rate.
In addition to the Annual Rent Adjustments, on October 1, 2020, 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.
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3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1 st) 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 past due rent that Lessee may accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
As additional security for this Lease, Lessee covenants and agrees that it shall
construct the improvements set forth below on the Premises owned by the City of
Fort Worth. The improvements shall be referred to as the "Mandatory
Improvements", as referenced in Exhibit"B".
4.1.1. Lessee shall commence construction within six (6) months following the
Effective Date of this Lease. Construction and issuance of a Certificate of
Occupancy of an approximately 22,500 square foot hangar and associated apron
shall be completed no later than eighteen (18) months after commencement of
construction of the Mandatory Improvements.
4.1.2. [Intentionally Deleted].
4.1.3. At the completion of construction of the Mandatory Improvements, Lessee
shall provide to the Lessor: (a) a copy of the Certificate of Occupancy; (b) a
complete set of record drawings and/or as-built drawings in Adobe PDF and
AutoCAD formats; and (c) a summary of the total cost/value of the Mandatory
Improvements.
Lessee shall fully comply with all provisions of this Section 4 in the performance of
any such Mandatory Improvements. Should construction not be completed as
evidenced by the issuance of a Certificate of Occupancy within the applicable time
period set forth above, Lessee shall be in default of this Lease and Lessor shall
terminate Lessee's rights to the Premises in its entirety.
In the event that Lessor and Lessee agree to materially deviate from the terms,
provisions, specifications or conditions of this Lease in any way, an amendment to
the Lease shall be signed and dated by both Lessor and Lessee and shall be attached
to and made a part of this Lease and shall supersede the previous terms, provisions,
and specifications as specifically identified. Upon issuance of the Certificate of
Occupancy, Lessor shall take full title to the Mandatory Improvements on the
Premises.
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The commencement and completion dates in this Section 4.1 are subject to the
provisions of Section 27 below, and any delay by reason of force majeure shall
result in a day-for-day extension of the period for performance, provided that the
party is diligently and continuously pursuing in good faith a remedy to the delay
during such time.
4.2. 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
Lessor's Director of Aviation or his or her authorized representative ("Director").
Lessor agrees to respond in writing to Lessee's requests for approval of any
Improvements within thirty (30) calendar days of receipt of such requests. Lessee
covenants and agrees that it shall fully comply with all provisions of this Section 4 in
the undertaking of any such Improvements. Lessor shall take full title to any
Improvements on the Premises upon the expiration or earlier termination of this
Lease, provided that trade fixtures shall remain the property of Lessee and may be
removed so long as Lessee repairs any damage caused thereby.
4.3. Process for Approval of Plans.
Lessee's plans for the construction of 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.
4.4. Documents.
Lessee shall provide the Director with the following documentation relative to any
Improvements including but not limited to,the following documents:
• Complete new as-built drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in
computer format as requested by Lessor;
• Copy of the Certificate of Occupancy naming the City as the owner with
Lessee as occupant; and
• Documents shall be provided on CD or Flash Drive.
4.5. Bonds Required of Lessee.
Lessor and Lessee agree and understand that to the extent that the Mandatory
Improvements or other Improvements shall be accomplished by Lessee with
financing provided by Lessor, no bonds shall be required of Lessee for such
Mandatory Improvements or other Improvements. Lessor and Lessee further agree
and understand that to the extent that the Mandatory Improvements shall be
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accomplished by Lessee with the cooperation and support of Lessor, no bonds or
cash deposits shall be required of Lessee for the Mandatory Improvements.
Prior to the commencement of any Mandatory Improvement or Improvement,
Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance
with Texas Government Code, Chapter 2253, as amended, in the full amount of each
construction contract or project. The bond shall guarantee (i) satisfactory
compliance by Lessee with all applicable requirements, terms and conditions of this
Lease, including, but not limited to, the satisfactory completion of the respective
Improvements, and (ii) full payments to all persons, firms, corporations or other
entities with whom Lessee has a direct relationship for the construction of such
Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas-Fort Worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the respective
Improvements, or if claims are filed by third parties on grounds relating to such
Improvements, Lessor shall be entitled to draw down the full amount of Lessee's
cash deposit or certificate of deposit and apply the proceeds to complete the
Improvements or satisfy the claims, provided that any balance shall be remitted to
Lessee. Lessor and Lessee agree and understand that if progress payments are made
by Lessee to its contractors on a project or projects for which a cash deposit or
certificate of deposit is provided to Lessor, then and in that event, upon the
presentation to Lessor of proof of such payment or payments to such contractor,
Lessee shall be entitled to reduce and draw down the amount of its cash deposit
and/or certificate of deposit in an amount equal to such payment or payments.
4.6. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Mandatory Improvement or Improvement,
Lessee"s respective prime contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, in the amount of the respective contract price 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 construction on the Mandatory Improvements or Improvements.
The bonds shall guarantee (i) the faithful performance and completion of all
construction work in accordance with the final plans and specifications as approved
by Lessor and (ii) full payment for all wages for labor and services and of all bills
for materials, supplies and equipment used in the performance of the construction
contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee
serves as its own contractor, Section 4.5. shall apply.
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4.7. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed the
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. Any unused amounts in the cash deposit account will
be refunded to Lessee upon final completion of the construction work.
5. USE OF PFcEiyIISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee shall have the
right to sublease all or a portion of the Premises, including individual hangars, to various
third party subtenants ("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 and any Sublessees subleasing 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; 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 sublease and
from time to time thereafter following any material changes to such lease form's,
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. Lessor shall protect Lessee's
financial information to the extent allowed by federal, state and local laws and regulations.
As used in this Lease, "Sponsor's Assurances" shall mean those certain obligations Lessor
has agreed to upon acceptance of funds from FAA-administered airport financial assistance
programs.
6. REPORTS,AUDITS AND RECORDKEEPING.
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
inspection by Lessor during Lessee's normal business hours at Lessee's office. 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.
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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 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"), existing at the time
of installation of such utilities, air conditioning and heating equipment and other electrically-
operated equipment or in the event that the applicable law, code or regulations require such
changes when the Premises are not subject to substantial remodeling, construction, or
renovation.
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 or otherwise cure all such damages at Lessee's sole cost
and expense.
Lessee agrees that all improvements,trade fixtures, furnishings, equipment and other
personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered
by Lessee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer 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.
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8.3. Inspections.
8.3.1. Lessor shall have the right and privilege,through its officers,agents, servants
or employees, to inspect the Premises. Except in the event of an emergency, Lessor
shall conduct such inspections during Lessee's ordinary business hours and shall use
its best efforts to provide Lessee at least four (4) hours' notice prior to any
inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work within
thirty (30) calendar days following receipt of such notice and to complete such
maintenance or repair work within a reasonable time, considering the nature of the
work to be done. If Lessee fails to begin the recommended maintenance or repairs
within such time or fails to complete the maintenance or repairs within a reasonable
time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee 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 of Fort Worth's Fire Marshal or his or her
authorized agents to inspect the Premises and Lessee will comply with all
requirements of the Fire Marshal or his or her authorized agents that are necessary to
bring the Premises into compliance with the City of Fort Worth Fire Code and
Building Code provisions regarding fire safety, as such provisions exist or may
hereafter be amended, but only in the event that the applicable law, code or
regulations require such changes when the Premises are not subject to substantial
remodeling, construction or renovation. To the extent that third parties or entities
(other than Lessor and its various departments), e.g. the Federal Aviation
Administration, the United States Department of Transportation, etc., impose new
obligations and/or requirements on Lessor through amendments to regulations or
implementation of new standards, Lessee shall determine the most efficient means
and/or methods of compliance and accomplish same, if required by law. Lessee
shall maintain in proper condition accessible fire extinguishers of a number and type
approved by the Fire Marshal or his or her authorized agents for the particular
hazard involved. In no event will Lessee be required to comply with any
requirements of the Fire Marshal or his or her authorized agents that exceed or are
more onerous than the then-current and applicable requirements of the Fort Worth
Building or Fire Codes.
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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 or to the business operations of the Sublessees. Such signs, however, must be in
keeping with the size, color, location and manner of display of other signs at the Airport.
Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the Airport against obstruction, including, but not limited to, the right
to prevent Lessee from erecting or permitting to be erected any building or other
structure which, in the opinion of Lessor, would limit the usefulness of the Airport,
constitute a hazard to aircraft or diminish the capability of existing or future
avigational 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, except that Lessee's right to express its opinion through the normal
public hearing process shall not be considered as "interference or hindrance".
Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to
relocate Lessee as a result of any such 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 that 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
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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 generated from the Premises or has materially restricted Lessee's
ability to conduct its business on the Premises; (ii) subject to ordinary wear and tear,
Lessor shall maintain and preserve the Premises and its improvements in the same
condition as they existed on the date such Limitation commenced; and (iii) the term
of this Lease shall be extended, at Lessee's option, for a period equal to the duration
of such Limitation. If the Limitation lasts more than one hundred eighty(180) days,
then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the
payment of rent and other fees or charges, (b) renegotiate maintenance
responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate
this Lease upon thirty(30)days' written notice to Lessor.
10.4. During any war or national emergency officially declared by United States
government or executive order, 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 reasonable proof to Lessor that
the Limitation has directly caused Lessee a material loss in revenue derived from the
Premises or has materially restricted Lessee's ability to conduct business at the
Premises; (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
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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 and
regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state, federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use, occupancy, maintenance, existence or
location of the Premises. Lessee shall obtain the required insurance specified to be
maintained by a commercial tenant in accordance with Exhibit "C", the "City of Fort
Worth Aviation Insurance Requirements"attached hereto and made part of this Lease for all
purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.1. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to reasonable change at Lessor's option and as
necessary to cover Lessee's and any Sublessees' operations at the Airport, provided
such changes shall be within normal, reasonable business practices for similar
operations. Lessee will comply with such new requirements within thirty (30) days
following receipt of written 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 prior to the expiration of
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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 insurers 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, nonrenewal or amendment, shall be made without thirty
(30) days' prior written notice to Lessor. The Lessee is responsible for notifying
the City of any change to its insurance coverage that amends or alters the
coverage required by this Lease.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent,representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH LESSEE'S 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, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
FWS Realty,Ltd—Lease Site NW I
Ground Lease
Fort Worth Spinks Airport
Page 12 of 26
OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF
THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING,
MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES,
EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1. Failure by Lessee to Pay Rent,Fees or Other Charstes.
If Lessee fails to pay any rent, fees or other charges 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 10-day
period,Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default under this Lease, 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 the breach or default, to adjust or correct the problem
to as near as possible to that 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 cannot reasonably be cured
FWS Realty,Ltd—Lease Site NW
Ground Lease
Fort Worth Spinks Airport
Page 13 of 26
within thirty (30) calendar days, in which event Lessee shall have such additional
reasonable 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 without Lessor's concurrence,
which shall not be unreasonably withheld, for more than thirty (30) consecutive
calendar days shall constitute grounds for immediate termination of this Lease by
Lessor, unless such non-use is caused by Force Majeure, as set forth in Section 27
below.
14.4. Default under Construction Loan Agreement.
If Lessee defaults on Lessee's obligations as borrower under a construction loan
agreement executed in connection with the Premises and under any other
agreements executed in connection with the construction loan (cumulatively, the
"Construction Loan Agreement"), such default shall constitute a default under this
Lease. Upon any uncured default by Lessee of the Construction Loan Agreement
after all applicable notice and grace periods in the Construction Loan Agreement,
Lessor may immediately terminate this Lease.As of the date of a termination of the
Lease under this Section 14.4, all improvements, partial or complete, on the
Premises shall become the property of Lessor.
14.5. 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, 14.3, or 14.4 of
this Lease, Lessee shall be liable for and shall pay to Lessor all arrearages of rentals,
fees and other charges payable hereunder as of the date of termination. In no event
shall a reentry onto or reletting of the Premises by Lessor be construed as an election
by Lessor to forfeit any of its rights under this Lease.
14.6. 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 of
this Lease, Lessee shall have the right to remove from the Premises all trade fixtures,
tools, signs, machinery, equipment, personal property, materials and supplies placed
on the Premises by Lessee pursuant to this Lease. Lessee shall obtain permission
from Lessor, which shall not be unreasonably withheld, for access to the Premises
before removing the items listed above. 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 as a result
FWS Realty,Ltd—Lease Site NW I
Ground Lease
Fort Worth Spinks Airport
Page 14 of 26
of any uncured breach or default by Lessee or any act incident to Lessor's assertion
of its right to terminate or Lessor's exercise of any rights granted hereunder.
14.7 Lessor's Financial Obligations to Lessee upon Termination,Breach or Default.
If this Lease is terminated for any reason before the expiration of the Term, and
subject to Lessor's City Council approving such action and appropriating funds to
cover any matters related to this provision, Lessor shall be obligated to compensate
Lessee for Lessee's financial investments in the improvements made on the
Premises. Specifically, and by way of example only as this provision relates to
Mandatory Improvements, in the event that the capital costs for the Mandatory
Improvements is One Million Dollars ($1,000,000) and Lessee contributes Seven
Hundred Thousand Dollars ($700,000), then and in that event, upon Termination of
this Lease, and subject to Lessor's City Council approving such action and
appropriating funds to cover any matters related to this provision, Lessor shall be
obligated and will pay to Lessee Seventy Percent (70%) of the Fair Market Value of
the Discretionary Improvements as of the date of the Termination. Insofar as other
improvements made to the Premises solely by Lessee, and subject to Lessor's City
Council approving such action and appropriating funds to cover any matters related
this provision, Lessor shall be obligated and will pay to Lessee One Hundred Percent
(100%) of the Fair Market Value of the said improvements. Notwithstanding any
other portions of this Section 14.6, all of Lessor-is obligations under this provision
for which current revenue is not available will be contingent on Lessons City
Council appropriating funding.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered (i)when hand-delivered to the other party at such addresses listed
below, or at such other addresses as the receiving party designates by proper notice to the
sending party, or (ii) three (3) days after being deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR: To LESSEE:
City of Fort Worth FWS Realty, LTD.
Aviation Department c/o Harrison Realty Investments, LLC
3951 Lincoln Avenue 3825 Camp Bowie Blvd.
Fort Worth,TX 76106 Fort Worth, Texas 76107
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
FWS Realty,Ltd—Lease Site NW 1
Ground Lease
Fort Worth Spinks Airport
Page 15 of 26
granted by this Lease without the advance written consent of Lessor, which shall not
be unreasonably withheld.
16.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the
same as if it had originally executed this Lease. The failure or refusal of Lessor to
approve a requested assignment or sublease shall not relieve Lessee 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 as a result of Lessee or its
activities on the Premises, Lessee, at its sole cost and expense, shall liquidate and discharge
the same within thirty (30) days of such creation or filing. Lessee may, at its sole option,
post a bond protecting the property on which the lien is purportedly attached in an amount
equal to at least one hundred twenty-five percent (125%) of the lien amount, and/or litigate,
mediate or arbitrate the validity of the lien for so long as necessary with the understanding
that the Lessor-is interest in said property is adequately protected. Should a lien of any kind
be filed, Lessee will immediately take all steps necessary to discharge the lien. Lessee's
failure to discharge any such purported lien caused by Lessee or resulting from Lessee's
activities on the Premises 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.
Notwithstanding the foregoing, it is anticipated that the Premises and the improvements will
be exempt from ad valorem taxes effective as of the Commencement Date under Texas Tax
Code §25.07. In the event that the Premises or the related improvements is taxed, Lessee
shall be responsible for any ad valorem taxes attributable to the period that Lessee possesses
the Premises and improvements hereunder. Lessee reserves the right to file notices of
protest, challenge the value of the Premises and related improvements, and to challenge the
denial of any exemptions claimed by Lessee prior to paying any ad valorem tax.
19. COMPLIANCE WIT H 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
FWS Realty,Ltd—Lease Site NW
Ground Lease
Fort Worth Spinks Airport
Page 16 of 26
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 under Section 14.2.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations, and minimum standards of Lessor; all rules and regulations and minimum
standards established by the Director; and all rules and regulations and minimum standards
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, and minimum
standards 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 desist from and correct the violation as soon as is reasonably
practicable.
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 from and against any and all claims related thereto.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GO V EWiMEN T AL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
FWS Realty,Ltd—Lease Site NWl
Ground Lease
Fort Worth Spinks Airport
Page 17 of 26
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in
accordance with the laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions, transportation problems and/or any other cause beyond the reasonable
control of Lessor or Lessee.
28. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement 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. Each
party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
F WS Realty,Ltd—Lease Site NW 1
Ground Lease
Fort Worth Spinks Airport
Page 18 of 26
29. HEADINGS NOT CONTROLL ING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
30. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
FWS Realty,Ltd—Lease Site NW 1
Ground Lease
Fort Worth Spinks Airport
Page 19 of 26
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples as of
the dates shown below:
CITY OF FORT WORTH:
By: r �
Fernando Costa
Assistant City Manager
Date: 4-
/1�1
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.
GWEN UNDER MY HAND AND SEAL OF OFFICE this S/ day
2016.
TRIKINYA L. JOHNSON
Notary Public,state of Texas
My Commission Expires m Notary Publi and the State of Texas
April 17, 2018
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
By: By:
Assistant ity AttorneyVMAry er
City Secretary ®� vf-:
M&C: ��� 'f1� Q
l�S'• adlt�- 3 �'�- v� s�
Date: CCb "moo l `Q
AS
OFFICIAL RECORD
CITY SECRETARY
FWS Realty,Ltd-Lease Site NW 1 FT.WORTH, TX
Ground Lease
Fort Worth Spinks Airport
Page 20 of 26
LESSEE: ATTEST:
FWS REALTY,LTD.,
a Texas limited partnership
By: Harrison Realty Investments,LLC,
a Texas limited liability company
Its: General Partner
By: ,yr By:
hn Cockerham,President
Date: 2-121 ,201 L
STATE OFT�JOFD §
COUNTY OF7D §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared John Cockerham, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FWS
Realty, Ltd., and that he executed the same as the act of FWS Realty, Ltd. for the purposes and
consideration therein expressed and in the capacity therein stated.
G ER MY HAND AND SEAL OF OFFICE this day
52016.
�l
_ Notary Publi in and for the State of Texas
a•~"Y�Yt�•,, COURTNEY R. PETTIS
Notary Public.State of Texas
'vr Comm,Expires 11-1 4-2016
Notary ID 129203459
FWS Realty,Ltd—Lease Site N W I
Ground Lease
Fort Worth Spinks Airport
Page 21 of 26
EXHIBIT A
REAL PROPERTY DESCRIPTION AND MAP
FOR
LEASE SITE NW 1
BEING 1.453 acres of land situated in the SARAH GRAY SURVEY, Abstract No. 558, Tarrant
County, Texas, and being a portion of Block 3, as shown on the Final Plat of Fort Worth Spinks
Airport, according to the Plat recorded in Cabinet A, Slide 353, of the Plat Records of Tarrant
County, Texas. Said 1.453 acres of land being more particularly described by metes and bounds as
follows:
BEGINNING at an "X" cut in concrete set lying S 89" 57'42" E 103.00 feet from a/o" iron rod
found marked CHA", at the Northeast comer of the existing Harrison Aviation Terminal Site Lease
Area;
THENCE N 89" 57'42" W at 103.00 feel,passing said%" iron rod found marked "CHA" at the
Northeast corner of the existing Harrison Aviation Terminal Site Lease Area, and continuing in all
294.35 feet,to a PK nail set in asphalt at the Southwest corner of said proposed Hangar NW 1 Lease
Area, said point lying in the East right-of-way line of Wing Way(a 44' wide right-of-way), and the
West boundary line of the aforesaid Block 3;
THENCE N 00" 00' 18" E 215.00 feet, along the West boundary line of said Block 3, and the East
right-of-way line of said Wing Way, to a Y,." Iron rod marked "Brittain& Crawford", set at the
Northwest comer of said proposed Hangar NW 1 Lease Area;
THENCE S 89" 57' 42" E 294.48 feet, along the North boundary line of said proposed Hangar NW 1
Lease Area, to an "X" cut in concrete set at the Northeast comer of said proposed Hangar NW 1
Lease Area;
THENCE S 00" 02' 18" W 215.00 feet, along the East boundary line of said proposed Hangar NW 1
Lease Area,to THE POINT OF BEGINNING,containing 1.453 acres(63.299 SQUARE FEET) of
land.
FWS Realty,Ltd—Lease Site NW 1
Ground Lease
Fort Worth Spinks Airport
Page 22 of 26
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F W S Realty,Ltd—Lease Site N W I
Ground Lease
Fort Worth Spinks Airport
Page 23 of 26
EXHIBIT "B"
MANDATORY IMPROVEMENTS
Approximately 22,500 Square Feet Hangar
• All mandatory improvements for Lease Site NW 1 must be completed in accordance with Section 4
of the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto.
• Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the FAA no less than
sixty(60) calendar days prior to the commencement of construction.
FWS Realty,Ltd—Lease Site NW I
Ground Lease
Fort Worth Spinks Airport
Page 24 of 26
EXHIBIT "C"
CITY OF FORT WORTH AVIATION INSURANCE REQUIREMENTS
Prep Commercial Hangarkeepers Environmental Aircraft and Passenger Automobile Liability (To
Category General Impairment Include Hired&Non-owned
Insurance Liability Liability Lefty Liability vehiclees)6
Fixed Base Operators(FBO's) Yes $5,000,000 $5,000,000 $1,000,000 $ 1,000.000
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance '5 $1,000,000 $1,000,000 $ 1,000,000
Operator-Piston
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance '5 $5,000,000 $1,000,000 $
Operator-Turbine
Avionics or Instrument Maintenance .5 $1,000,000 $ 1,000,000
Operator (Bench work Ordy)
Aircraft Rental orFWtTraking $1,000,0001 $1,000,000/occurrence $ 1,000,000
Operator -s
$100,000/passenger
Aircraft Charter or Aircraft `5 $5,000,000/occurrence
Management Operator ,5 $1,000,000 $ 1,000,000
$500,000fpessenger
`5
Aircraft Sat $1,000,000/occurrence
Sales Operator $1,000,000 $ 1,000,000
'S $100,000/passenger
'S $1,000,000 $1,000,000
Aircraft Storage Operator
'5 $5,000,0003 $5,000,0009 $ 1,000,000
Avi ation Service Sole Proprietor '5 $1,000,0001 $1,G00.000/occurtence $ 250,000
$100,000,rpassenger
Other Commercial Aeronautical $1,000,000 $300,0001occrurence $ 1,000,000
Activities
Temporary Specialized Aviation
Service Operator $1,000,000 $300,000/occurrence $ 1,000,000
Non-Commercial Hangar Lessee 'S $300,000/occurrence $ 1,000,000
Non-Commercial Flying Club 'S $1,000,000/occurrence $ 1,000,000
$100,000/pa sener
Non-Commercial Self-Fueling .5 $ 1,000,000 $1,000,000 $300,000/occurrence $ 1,000.000
Permitee Jet Fuel and/or Av as
Non-Commercial Self-Fueling
Permitee 'S $500,000 $300,000/occurrence $ 250,000
Alternative Fuels e. .m as
T-Hangar or Community Hangar 'S $300,0001occurrence $ 250,000
Other 'Insurance requirements subject to determination by Aviation Department and Risk Management.
Additional Insurance Requirements
-Lessee's policies are to be primary to any other valid and collectible insurance available to the City
•AII policies shall include a Waiver of Subrogation in favor of the City(Temporary SASO must also Include Airport Lessee)
-The City of Fart Worth shall be named as Additional Insured(Temporary SASO must also include Airport Lessee)
-Policies shall have no exclusions by endorsement,which,neither nullify or amend the required lines of coverage,nor decrease the limits of said coverage
Coverage per aircraft should be equivalent to the average aircraft value at one time and coverage per occurrence should be equivalent to the average of the
maximum value of total aircraft at one time,but not less than the amount noted above
1 Must include Negligent Instruction Coverage
3 If aircraft storage operator is providing subleasing space for aircraft storage
Ordyrequired for those providing flight instruction
6 Depends on terms of the lease agreement
6 If vehicle parked landside-State minimums would apply
Aviation Minimum Standards, City of Fart Worth Aviation Department(06/03/2014)
FWS Realty,Ltd—Lease SiteNWl
Ground Lease
Fort Worth Spinks Airport
Page 25 of 26
Exhibit "D"
COMMENCEMENT DATE MEMORANDUM
THIS MEMORANDUM is made as of the day of , 2016, by and
between The City of Fort Worth ("Lessor") and FWS Realty, LTD. ("Lessee").
Recitals:
WHEREAS, Lessor and Lessee are parties to that certain Ground Lease Agreement with
an effective date of (the "Lease") for certain leased premises (the "Leased
Premises") located at 13401 Wing Way Drive, Fort Worth, Texas.
WHEREAS, Lessee has been issued a building permit by the City of Fort Worth and the
Term of the Lease has commenced.
WHEREAS, Lessor and Lessee desire to enter into this Memorandum confirming the
Commencement Date,the expiration date of the Term, and other matters under the Lease.
NOW, THEREFORE, Lessor and Lessee agree as follows:
1. The actual Commencement Date is
2. The actual expiration date of the Term is
Capitalized terms not defined herein shall have the same meaning as set forth in the Lease.
LESSOR: LESSEE:
THE CITY OF FORT WORTH FWS REALTY, LTD.,
a Texas municipal corporation a Texas limited partnership
By: Harrison Realty Investments,LLC,
a Texas limited liability company
Its: General Partner
By: By:
Name: John Cockerham, President
Title: Assistant City Manager
FWS Realty,Ltd—Lease Site NW 1
Ground Lease
Fort Worth Spinks Airport
Page 26 of 26
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
lofi
Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested partes. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-10317
FWS Realty Ltd
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/08/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
Site 16E-18E
Ground Lease Agreement,Advance Promissory Note,and Construction Loan Agreement for Lease Sites 16E, 17E,and 18E at
Spinks Airport
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Cockerham,John Fort Worth,TX United States X
Cutler,Haydn Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
COURTNEY R. PETTIS
s Notary Public,State of Texas
"a.'• Comm.Expires 11-14.2016
Notary ID 129203459
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said\ 1 � �V�� this the day of UU
201D_to certify which,witness my hand and seal of office.
Y&- �wi fi5
Signature of officer a ministering oath Printed name of officer dministering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944
r4&C Review Pagel of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA F°R�H
COUNCIL ACTION: Approved on 3/29/2016 - Ordinance No. 22133-03-2016
DATE: 3/29/2016 REFERENCE NO.: **G-18703 LOG NAME: 55FWS HANGAR
NW1 LOAN
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Ground Lease Agreement with Mandatory Improvements with
FWS Realty, Ltd., for 63,299 Square Feet of Ground Space Known as Lease Site NW-1, a
Right of First Refusal on 14,127 Square Feet of Ground Space Known as Option D and a
Construction Loan Agreement and Advance Promissory Note in an Amount Up to
$900,000.00 at Fort Worth Spinks Airport (COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a Ground Lease Agreement with mandatory improvements with FWS
Realty, Ltd., for 63,299 square feet of ground space known as Lease Site NW-1;
2. Authorize execution of a Right of First Refusal on 14,127 square feet of ground space known as
Option D at Fort Worth Spinks Airport;
3. Authorize execution of a Construction Loan Agreement and Advance Promissory Note in the
amount of$900,000.00 to stimulate and encourage business development on Lease Site NW-1;
4. Authorize use of revenue derived from mineral leases on City-owned airports in the amount of
$900,000.00 for the construction loan to FWS Realty, Ltd; and
5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Aviation Gas Lease Capital Project Fund in the amount of$900,000.00 from available funds.
DISCUSSION:
Staff has received a request from FWS Realty, Ltd., to lease approximately 63,299 square feet of
ground space on the west side of Fort Worth Spinks Airport (Spinks Airport) to construct a 22,500
square foot hangar.
To aid in the development of the mandatory improvements and as an economic incentive to stimulate
and encourage business development at Spinks Airport on Lease Site NW-1, FWS Realty, Ltd., has
been offered and has accepted a construction loan in an amount up to $900,000.00. As
recommended by the City's 2010 Comprehensive Plan, adopted by the City Council pursuant to
Ordinance No. 19044-02-2010 and in accordance with Resolution No. 3716-03-2009, the City has
established an economic development program pursuant to which the City will, on a case-by-case
basis, offer economic development incentives authorized by Chapter 380 of the Texas Local
Government Code that include monetary loans and grants of public money to businesses and entities
that the City determines will promote state or local economic development and stimulate business
and commercial activity in the City in return for verifiable employment commitments and other
commitments from such businesses or entities. Spinks Airport is at full occupancy with on-airport
businesses needing to expand and off-airport businesses wanting to relocate to the airport. This loan
allows FWS Realty, Ltd., and the City to meet this increased demand as the new hangar will house
planes that cannot currently be accommodated at the airport. This development will also assist
Aviation in meeting Federal Grant Assurances.
The loan will be repaid using an amortization schedule of 20 years with payments of principal and
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21729&councildate=3/29/2016 3/30/2016
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interest made in equal monthly amounts. The loan repayment schedule will begin on the first day of
the month following the date of occupancy of the hangar. Interest on the outstanding principal
balance will be calculated at a rate per annum equal to the interest rate on 10-year United States
Treasury Notes. After 10 years, the interest rate will be adjusted to the interest rate on 10-year
United States Treasury Notes then in effect plus one percent. The interest rate was determined
based on previous loans provided by the Aviation Department. This rate is to promote development
and long-term income. Upon repayment, principal and interest payments will be deposited into the
Airports Gas Lease Capital Project Fund.
Construction of the 22,500 square foot hangar shall begin within six months following the later of(a)
receipt of written Federal Aviation Administration (FAA)Airspace Study approval on the design of
same, (b) receipt of the City of Fort Worth Aviation Department's approval of pians as set forth in the
lease and (c) issuance of a building permit with the completion and issuance of the Certificate of
Occupancy to be no later than 12 months after construction commences.
The term for the Ground Lease is 40 years starting on the date the lessee is issued a building permit
from the City of Fort Worth. At a ground rate of$0.27 per square foot per year, Lease Site NW-1 will
generate estimated revenue of$17,090.73 per year or$1,424.23 per month.
Rental rates shall be subject to an increase beginning October 1, 2016 and on October 1 of each
subsequent year during the term as required in the Schedule of Rates and Changes adopted by City
Council for the airports. All Agreement terms will be in accordance with established City and Aviation
Department policies.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies upon approval of the above recommendations and adoption of the
attached appropriation ordinances, funds will be available in the current capital budget, as
appropriated, of the Airports Gas Lease Project Fund. The Aviation Department is responsible for the
collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID I I Year Chartfield 2
R-5751 59302 0550435 4623001 1 UNSPEC I I UN9200 $900,000.0
59302 055E435 4623001 1 100270 1 ICAPEXP $900,000.0
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
E59302 0550435 4623001 UNSPEC UN9200 $900,000.0
59302 0550435 5740010 100270 XXXXXX $900,000.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: Aaron Barth (5434)
Anne-Marie Stowe (5415)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21729&councildate=3/29/2016 3/30/2016
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55FAIS HANGAR N'v"v1 LOAN 59302 AO16.docx
Form 1295 FWS Realty.pdf
NW-1.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21729&councildate=3/29/2016 3/30/2016