HomeMy WebLinkAboutContract 26581 CITY
CON RACTENO Y
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
AND ASSOCIATED MANDATORY IMPROVEMENTS
This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") is made and entered
into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation
organized under the laws of the State of Texas and acting by and through Ramon Guajardo, its duly
authorized Assistant City Manager, and R&R HANGARS, INC. ("Lessee"), a Texas corporation
acting by and through Robert Robinson, its duly authorized President.
In consideration of the mutual covenants, promises and obligations contained herein, the parties
agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 120,000 square feet of unimproved ground space at Fort
Worth Spinks Airport("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Sites
W-3 and W-4 ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this
Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The Initial Term of this Lease shall commence on the date of its execution ("Effective
Date") and expire at 11:59 P.M. on September 30, 2031, unless terminated earlier as provided
herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options to
renew this Lease for two (2) additional successive terms of five (5) years each (each a
"Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease and
on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify
Lessor in writing of its intent to exercise a respective option not less than ninety(90) nor more
than one hundred eighty (180) days prior to the expiration of the term then in effect. If Lessee
does not exercise its option for a first Renewal Term within the time frame provided herein,
Lessee shall automatically and simultaneously forfeit its second option to lease the Premises for
a second Renewal Term, and Lessee shall no longer have any rights or interest in the Premises
following the expiration of the Initial Term.
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2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this
action will create a month-to-month tenancy. In this event, for and during the holdover period,
Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's
Schedule of Rates and Charges or similarly published schedule in effect at the time.
3. RENT.
3.1. Rates and Adjustments.
Lessee shall commence the payment of rent, in accordance with this Section 3, on the
date that the first certificate of occupancy is issued for a hangar structure erected pursuant to
Section 4.1 of this Lease ("Occupancy Date"). From the Occupancy Date until September
30, 2001, Lessee shall pay Lessor rent in the amount of Twelve Thousand Dollars
($12,000.00), which is based on a rental rate $0.10 per square foot on an annual basis, and
which will be payable in monthly installments of One Thousand Dollars ($1,000.00). On
October 1, 2001, and on October 1st of each year thereafter during both the Initial Term and
any Renewal Term, Lessee's rental rate shall be subject to increase by Lessor to reflect the
upward percentage change, if any, in the Consumer Price Index for the Dallas/Fort 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; provided, however, that
Lessee's rental rates shall not(i)be increased in any given year by more than ten percent (10%)
over the rental rate paid by Lessee during the immediately preceding twelve(12) months or(ii)
exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges
for the type or types of property at the Airport similar to the type or types of property that
comprise the Premises. If the Occupancy Date occurs on or after October 1, 2001, Lessee's
initial payment of rent shall be calculated in the same manner as it would have if the Occupancy
Date and Lessee's initial payment of rent had occurred prior to October 1, 2001.
3.2. 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 working hours by the due date at the location for
Lessor's Revenue Office set forth in Section 15. Rent shall be considered past due if Lessor has
not received full payment after the tenth (10th) day of the month for which payment is due.
Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late
penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that
Lessee may accrue.
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4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
Lessee covenants and agrees that it shall improve the Premises in accordance with the
time frames, milestones, specifications and other conditions of Exhibit "B", attached hereto
and made a part of this Agreement for all purposes. Such improvements shall hereinafter be
referred to as "Mandatory Improvements". Lessee shall diligently commence construction
of such Mandatory Improvements within six (6) months following the Effective Date of this
Lease. Lessee shall fully comply with all provisions of this Section 4 in the performance of any
such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the
terms, provisions, specifications or conditions of Exhibit "B" in any way, a revised Exhibit "B"
signed and dated by both Lessor and Lessee shall be attached to and made a part of this
Agreement and shall supersede the previous Exhibit "B". Upon completion of the Mandatory
Improvements or earlier termination of this Lease, Lessor shall take full title to any Mandatory
Improvements on the Premises.
4.2. Discretionary Improvements.
In addition to the Mandatory Improvements, Lessee may, at its sole discretion, perform
modifications, renovations, improvements or other construction work on the Premises. Any
modifications, renovations, improvements or other construction work on the Premises that do
not constitute the Mandatory Improvements shall be referred to hereafter as "Discretionary
Improvements". Lessee may not initiate any Discretionary Improvement on or to the
Premises unless it first submits all plans, specifications and estimates for the costs of the
proposed work in writing and also requests and receives in writing approval from the Director
of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees
that it shall fully comply with all provisions of this Section 4 in the performance of any such
Discretionary Improvements. Upon completion of any such Discretionary Improvements or
earlier termination of this Lease, Lessor shall take full title to any Discretionary Improvements
on the Premises.
4.3. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform to the Airport's
architectural standards and must also receive written approval from the City's Departments of
Development, Engineering and Transportation and Public Works. All plans, specifications and
work shall conform to all federal, state and local laws, ordinances, rules and regulations in force
at the time that the plans are presented for review.
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4.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative to
the Mandatory Improvements and any Discretionary Improvements, including, at a minimum,
as-built drawings of each project. As-built drawings shall be new drawings or redline changes
to drawings previously provided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.5. Bonds Required of Lessee.
Prior to the commencement of the Mandatory Improvements or any Discretionary
Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in
accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of
each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by
Lessee with all requirements, terms and conditions of this Lease, including, but not limited to,
the satisfactory completion of the respective modifications, renovations, construction projects
or improvements, and (ii)full payments to all persons, firms, corporations or other entities with
whom Lessee has a direct relationship for the performance of such modifications, renovations,
construction projects or improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of each
construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to
any interest earned thereon. Certificates of deposit shall be from a financial institution in the
Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance
Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be
the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to
complete the respective modifications, renovations, construction projects or improvements, or
if claims are filed by third parties on grounds relating to such modifications, renovations,
construction projects or improvements, Lessor shall be entitled to draw down the full amount
of Lessee's cash deposit or certificate of deposit.
4.6. Bonds Required of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code, Chapter
2253, as amended, to cover the costs of all work performed under such contractor's contract
for such modifications, renovations, improvements or new construction. Lessee shall provide
Lessor with copies of such bonds prior to the commencement of such modifications,
renovations, improvements or new construction. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final plans and
specifications as approved by the City and (ii)full payment for all wages for labor and services
and of all bills for materials, supplies and equipment used in the performance of the
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construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees. If
Lessee serves as its own contractor, Section 4.5 shall apply.
4.7. Releases 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 constructed pursuant to the Mandatory
Improvements, to various third parties ("Sublessees") under terms and conditions acceptable to and
determined by Lessee, provided that all such arrangements shall be in writing and approved in advance
by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises
shall contain terms and conditions that(i) do not conflict with Lessee's duties and obligations under this
Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to
aircraft storage or other aviation or aviation-related purposes acceptable to 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 RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor
with a written annual report, in a form acceptable to the Director, that reflects Lessee' s rental rates for
the Mandatory Improvements and any Discretionary Improvements on the Premises for the
immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar
reports on a more frequent basis that reflect Lessee's rental rates for the Mandatory Improvements and
any Discretionary Improvements on the Premises for the period requested by Lessor. These reports
shall be delivered to Lessor's Department of Aviation at the address provided in Section 15. In
addition, Lessee shall keep and maintain books and records pertaining to Lessee's operations at the
Airport and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a
location within the City of Fort Worth. Upon Lessor's request and following reasonable advance
notice, Lessee will make such books and records available for review by Lessor during Lessee's normal
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business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and
records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made
by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all
utilities services to all portions of the Premises and for all other related utilities expenses, including, but
not limited to, deposits and expenses required for the installation of meters. Lessee further covenants
and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities
serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating
equipment and other electrically-operated equipment which may be used on the Premises shall fully
comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they
exist or may hereafter be amended.
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. Lessee covenants and agrees that it will not make or suffer any waste of
the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary to
prevent the deterioration in condition or value of the Premises and any improvements thereon,
including, but not limited to, doors, windows and roofs for such improvements, and all fixtures,
equipment, modifications and pavement on the Premises. Lessee shall be responsible for all
damages caused by Lessee, its agents, servants, employees, contractors, subcontractors,
licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at
Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other
personal property of every kind or description which may at any time be on the Premises shall
be at Lessee' sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be
liable for any damage to such property or loss suffered by Lessee's business or business
operations which may be caused by the bursting, overflowing or leaking of sewer or steam
pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures,
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 two(2)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 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.
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9. SIGNS .
Lessee may, at its sole expense and With the prior written approval of the Director, install and
maintain signs on the Premises related to Lessee's business operations. Such signs, however, must be
in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee
shall maintain all signs in a safe, neat, sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the Airport against obstruction, including, but not limited to, the right to prevent
Lessee from erecting or permitting to be erected any building or other structure which, in the
opinion of Lessor, would limit the usefulness of 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) 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(3 0) days'written notice to Lessor.
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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(18 0) 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.
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It. INSURANCE.
11.1. Tunes of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 11, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the following insurance coverage at
the limits specified herein:
• Prove
Fire and Extended Coverage on all improvements at full replacement cost limit; and
• Commercial General Liability:
$1,000,000 per occurrence,
including products and completed operations; and
• Automobile Liability:
$1,000,000 per accident,
including, but not limited to, coverage on any automobile used in Lessee's operations on
the Premises; and
• Hangarkeepers' Legal Liability:
$1,000,000 per occurrence.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its care,
custody or control.
11.2. 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.
11.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor
with appropriate certificates of insurance signed by the respective insurance companies as proof
that it has obtained the types and amounts of insurance coverage required herein. Lessee
hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any
insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of
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insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it
has maintained such coverage in full force and effect.
11.4. Additional Requirements.
Lessee shall maintain its insurance With underwriters authorized to do business in the
State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall
be endorsed to cover all of Lessee's operations at the Airport and to provide that no material
changes in coverage, including, but not limited to, cancellation, termination, non-renewal or
amendment, shall be made Without thirty(30)days' prior written notice to Lessor.
12. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Lessee shall operate as an independent contractor as
to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor.
Lessee shall have the exclusive right to control the details of its operations and activities on the
Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the
doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents,
employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH ITS USE
OF OR OPERATIONS ON THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING,
MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR
ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LESSOR, IIS 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
LESSEES BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION
WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION
OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT
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CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS AGENTS„ SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR
ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION WITH
ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, .SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE
SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA
REGULATIONS LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF
THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES
IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY
.SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO
PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS
TO THE AIR OPERA TIONS 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 Charges.
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 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 such written notice to cure, adjust or correct the
problem to the standard existing prior to the breach. If Lessee fails to cure the breach or
default within such time period, Lessor shall have the right to terminate this Lease immediately.
14.3. Abandonment or Non-Use of the Premises.
Unnnproved Ground Lease 12 '� ^^ l��n ns ��0
between City of Fort Worth and R&R Hangars,Inc. t K U W
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination of this Lease
by Lessor.
14.4. Lessee's Financial 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, title to all improvements on the Premises,
including the Mandatory Improvements and any Discretionary Improvements, and all fixtures
and other items attached to any structure on the Premises shall pass to Lessor. In addition, all
fights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate
the Premises. Within twenty(20)days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials
and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor
shall have the right to take full possession of the Premises, by force if necessary, and to remove
any and all parties and property remaining on any part of the Premises. Lessee agrees that it
will assert no claim of any kind against Lessor, its agents, servants, employees or
representatives, which may stem from Lessor's termination of this Lease or any act incident to
Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or
representatives, or(ii) deposited in the United States Mail, postage prepaid, addressed as follows-
U)
ollows:
ME
Unimproved Ground Lease 13
between City of Fort Worth and R&R Hangars,Inc.
To LESSOR:
For Rent: For All Other Matters:
City of Fort Worth Aviation Department
Revenue Office Meacham International Airport
1000 Throckmorton Street 4201 North Main Street, Suite 200
Fort Worth, Texas 76101-0976 Fort Worth, Texas 76106-2749
To LESSEE:
Randy Robinson
R&R Hangars, Inc.
101 S.W. Alsbury Blvd.
Burleson, Texas 76028
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 obl!gatinn to L.essnr to
Unimproved Ground Lease 14 �j^
between City of Fort worth and R&R Hangars,Inc. °U p ty e
liquidate and discharge such lien shall continue in effect following termination of this Lease and until
such a time as the lien is discharged.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully
be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or
property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee
immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful
use of the Premises by Lessee itself shall constitute an immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations
adopted by the City Council pertaining to the conduct required at airports owned and operated by the
City, including the Minimum Standards for Fixed Base Operators and Other Airport Tenants, a public
document dated June 16, 1992, on file in Lessor's City Secretary's Office and incorporated herein as
part of this Lease for all purposes, as such laws, ordinances, rules and regulations exist or may
hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees,
contractors, subcontractors, licensees or invitees 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, handicap, sex, sexual orientation or familial status. Lessee further agrees for
itself, its personal representatives, successors in interest and assigns that no person shall be excluded
from the provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, handicap, sex, sexual orientation or
familial status.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair and
equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with
any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-
Unimproved
on-Unim roved Ground Lease 15c f
c
between City of Fort Worth and R&R Hangars,Lic. ` _ , ,E ME
Discrimination in Federally Assisted Programs of the Department of Transportation and with any
amendments to this regulation which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its
personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold
Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for
the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender
any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease or
to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon
appropriate performance or to assert any such right on any future occasion.
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 the prevailing party shall be entitled to recover reasonable attorneys' fees and other
reasonable expenses from the other party.
M-- E
Unnnproved Ground Lease 16between City of Fort Worth and R&R Hangars,Inc.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as
set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes,
lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or
any other cause beyond the reasonable control of Lessor or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be deemed a
part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and
successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provisions of this
Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both
parties and approved by the City Council of Lessor.
II IN W S WHEREOF,the parties hereto have executed this Lease in multiples, this
"flay of , 200/ .
CITY OF FORT WORTH: R&R HANGARS, INC.:
By:
Ramon Guajardo Robert Robinson
Assistant City Manager President
k,
Unimproved Ground Leae 17 i pp r 1i�rreg e e�/
between City of Fort Worth and R&R Hangars,Inc.
ATTEST: ATTEST:
By: IU j By:
City Secretary _c/
APPROVED AS TO FORM AND LEGALITY:
By.
Peter Vaky
Assistant City Attorney
M& C- /_-JZBSP 7-4-00
0FR All LEND
Unimproved Ground Lease 18
between City of Fort Worth and R&R Hangars,Inc.
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 Robert Robinson, 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 R&R Hangars, Inc.
and that he executed the same as the act of R&R Hangars, Inc., for the purposes and consideration
therein expressed and in the capacity therein stated.
-41
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day o 2001
----------------
"NNE L CASLE
' Notary Public in and for the State of Texas
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 Ramon Guajardo, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth
and that he executed the same as the act of said City of Fort Worth for the purposes and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4&day of , 2061
Notary Public in an fo the State of Texas
SARAN JAEODLLFNOTARYState ofComm. Exp.
FRU 41 [',EOM
C 17V �EjGVQ2MA P T
EXHIBIT"A"
R&R HANGARS_ SPINKS AIRPORT
f a • 1 I i ♦ ♦ 1
IIS /1 �� • 1 . ♦ •—a • . ♦ �_• ♦� +J ,._... ♦�_i r« L'. _... � —. � � .� _ �
2i17• LEASE PROPERTY
._ ,_.—_ 305'-3•-- _�_. —..
160' _ --`Y
IIIS �•� 55'
pDCI
IIII t
n.vM w
I
47—I LD i
I
� c
I )
S`ti� BT EASMENT FIRE LANE U _
T7 75'-2' 1. 25' L` 160 -�~Tj1p
Unimproved Ground Lease 20
between City of Fort Worth and R&R Hangars,lnc. t
°%)G'4i�9
R&R Hangars
517 S.W. Wlishire Blvd
Burleson,TX 76028
(817)295 1662
February 13,2001
R&R Hangars plans to build two 25600sq ft hangars,utilizing sites W2 and W3.Each building
will have thirty parking spaces with access from Wingway Road. The buildings will have a concrete apron
extending toward taxiway Alpha. The buildings will be used for maintenance/storage and will have
sprinkler systems as required by city code. Construction will start in the summer/fall of 2001.
Respectfully submitted,
Robert Robinson
President
Exhibit B
fvl'IU C Vp"�U1LM,F
�;� '; ➢ Mo
City of Fort Worth, Texas
"Avow And Council Communication
--T-
DATE REFERENCE NUMBER LOG NAME PAGE
7/18/00 L-92850 55HANGARS 1 of 2
SUBJECT UNIMPROVED GROUND LEASE WITH R&R HANGARS FOR PROPERTY AT SPINKS
AIRPORT
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an Unimproved Ground
Lease with R&R Hangars, Inc. for 120,000 square feet of land at Fort Worth Spinks Airport and a
requirement for the construction of improvements on that land.
DISCUSSION:
R&R Hangars, Inc. (R&R), through its president Robert Robinson, proposes to lease 120,000 square
feet of unimproved land at Spinks Airport on the west side of the airfield. The development site is south
of the existing Fixed Base Operator (FBO) building and adjacent to the previously approved
development site of R&R Hangars. The actual square footage of the lease site will be contingent on a
ground survey. R&R proposes to construct two 160' x 160' hangars which will include a hangar bay
area as well as office and shop space.
The lease will begin on the date of execution, and provide for a 30—year term with two five-year options
to renew. The initial square footage rate of the ground lease will be $0.10 per square foot. The initial
revenue from this lease will be $12,000.00 annually, or$1,000.00 on a monthly basis. The rate shall be
subject to increase on October 1 st of any given year to reflect the upward percentage change, if any, in
the Consumer Price Index for the period since the last adjustment. All lease terms will be in
accordance with City policies.
The proposed improvements will provide corporate hangar space for individual aircraft owners and will
significantly benefit Spinks Airport through increased facility utilization and fuel sales.
The site plan is in accordance with the Spinks Airport Master Plan and is subject to Federal Aviation
Administration airspace review.
The property is located in COUNCIL DISTRICT 8.
City of Fort Worth, Texas
"Avow And Council communicalflon
DATE REFERENCE NUMBER I LOG NAME PAGE
7/18/00 L-12850 55HANGARS 2 of 2
SUBJECT UNIMPROVED GROUND LEASE WITH R&R HANGARS FOR PROPERTY AT SPINKS
AIRPORT
FISCAL INFORMATION/CERTIFICATION:
The Revenue Section of the Finance. Department will be responsible for the collection and deposit of
funds due to the City under this lease.
RG:I
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
PE40 491352 0552002 $12,000.00 APPROVED
Ramon Guajazdo 6140 " COUNCIL
Department Head: C'Tr
Lisa A.Pyles 5400 (from) JUL 18 2000
Additional Information Contact: )
City Secretary of the
Mike Feeley 447-8304 City of Fort Worth,Texas