HomeMy WebLinkAboutContract 48209 `L p CITY SECRETARY C,
CONTRACT NO. b
FORT WORTH SPINKS AIRPORT
GROUND LEASE AGREEMENT
LEASE SITE W3
MARLINE AVIATION,LLC
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 MARLINE AVIATION, LLC ("Lessee"), a
Texas Limited Liability Company, acting by and through Aaron Stalberger, its duly authorized
VP of Operations.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 42,992 square feet of ground space ("Ground"), 49,992
of shared aircraft parking ("Apron"), and 3,923 of shared access easement ("Easement")
at Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified
as Lease Site W3, ("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 the Lease ("Initial Term") shall commence at 12:00 a.m. on
September 1, 2016 ("Effective Date"), and expire at 11:59 p.m. on August 31,
2046,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 options to renew
for an additional five years each (a "Renewal Term"). In order to exercise an
option to renew, Lessee shall notify Lessor in writing of its desire to renew this
Lease no less than ninety(90) days and no more than one hundred eighty(180)days
prior to the expiration of the Initial Term.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
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CITY SECRETARY
FT.WORTH,TX
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 of the Holdover. The hangar rate will be adjusted to
equal the then Fair Market Value, as determined by Lessor's market analysis. In no
case shall the hangar rate be less than the value assessed upon completion of a
property appraisal completed by a third party vendor that has been approved and
secured by Lessor. A ten percent (10%) increase will be added to the Fair Market
Value rate until a new lease agreement is approved and executed. The holdover
period will not exceed six (6) months from the time the current lease agreement
expires. Upon the expiration of the holdover period, the City may exercise all legal
rights and remedies available, including but not limited to eviction.
3. RENT.
3.1. Ground Rate.
Lessee shall commence the payment of rent for the Ground on the Effective Date.
Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground,
twelve thousand, four hundred sixty-seven dollars and sixty-eight cents
($12,467.68), at a rate of twenty-nine cents ($0.29)per square foot,payable in equal
monthly installments of one thousand, thirty-eight dollars and ninety-seven Cents
($1,038.97).
Lessee shall commence the payment of rent for the shared Apron on the Effective
Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the
Apron, seven thousand, two hundred forty-eight dollars and eighty-four cents
($7,248.84), at a rate of fourteen and a half cents ($0.145)per square foot, payable
in equal monthly installments of six hundred twenty-four dollars and ninety cents
($624.90).
Lessee shall commence the payment of rent for the shared Easement on the
Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for
the Easement, five hundred, sixty-eight dollars and eighty-four cents ($568.84), at a
rate of fourteen cents ($0.145) per square foot, payable in equal monthly
installments of six hundred forty-seven dollars and forty cents($47.40).
3.2. Rate Adiustments.
3.2.1. Consumer Price Index Adiustments.
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Ground Lease
Fort Worth Spinks Airport
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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 any subsequent year during
the Initial 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, 2021, 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.
3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (lst) day of each month.
Payments must be received during normal business hours by the due date at the
location for Lessor's Aviation Department set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment after the tenth(10th) day
of the month for which payment is due. Without limiting Lessor's termination
rights as provided by this Lease, Lessor will assess a late penalty charge of ten
percent (10%) per month on the entire balance of any overdue rent that Lessee may
accrue.
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 approved shall be referred to as "Mandatory
Improvements", as referenced in Exhibit"B".
4.1.1. Lessee shall commence efforts to perform construction within six (6) months
following the execution of this Lease. Construction and issuance of a Certificate of
Occupancy of an approximately 16,000 square foot hangar shall be completed no
later than eighteen (18) months after issuance of all necessary permitting and
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Ground Lease
Fort Worth Spinks Airport
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approvals required by the City of Fort Worth and any other state, local or Federal
governmental unit or agency, subject to reasonable delays caused by weather, or
force majuer.
4.1.2. Lessee shall complete the Mandatory Improvements according to the Project
Schedule ("Schedule"), as identified in Exhibit`13-1". For each major task on the
Schedule, Lessee shall provide, at a minimum, a 24-hour advance notice of
commencement.
4.1.3. At the completion of construction, Lessee shall provide to the Lessor: a copy
of the Certificate of Occupancy, a complete set of Record Drawings and/or As-Built
Drawings in Adobe PDF and AutoCAD formats, and 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 present to Lessor evidence of the cause for such delay, and any other
information requested by Lessor, to assure construction will be completed in a reasonable
time. Should Lessee fail to provide such information, 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 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.
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 the Director of Aviation or authorized representative
("Director"). Lessor agrees to respond in writing to Lessee's requests for approval
within thirty (30) calendar days of receipt of such requests. Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
undertaking of any such Improvements. Lessor shall take full title to any
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Ground Lease
Fort Worth Spinks Airport
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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 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 supply the Director with comprehensive sets of documentation relative
to any Improvement, including, at a minimum, as-built drawings of each project.
As-built drawings shall be new drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in computer
format as requested by Lessor.
4.5. Bonds Required of Lessee. [THIS SECTION OMITTED]
4.6. Bonds Required of Lessee's Prime Contractor.
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's prime contractor shall also furnish a maintenance bond in
an amount equal to the contract price as security to protect Lessor against any
defects in any portion of the improvements. The maintenance bond shall remain in
effect for two (2) years after the date of final acceptance of the improvement by the
Lessor. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Improvements. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used in
the performance of the construction contract. Such bonds shall name both Lessor
and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5.
shall apply.
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Ground Lease
Fort Worth Spinks Airport
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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
construction work or (ii), where Lessee uses a contractor, receipt of the contractor's
invoice and verification that the contractor has completed its work and released
Lessee to the extent of Lessee's payment for such work, including bills paid,
affidavits and waivers of liens.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee shall have the
right to sublease portions of the Premises, including individual hangars, to various third
parties ("Sublessees") for aviation-related purposes only under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in
writing and approved in advance by Lessor. All written agreements executed by Lessee to
Sublessees for any portion of the Premises shall contain terms and conditions that(i) do not
conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and
provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other
aviation or aviation-related purposes acceptable to Lessor; and(iv)treat users of the same or
substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a
standard lease form for all Sublessees and shall submit a copy of such standard lease form,
including rental rates, to the Director prior to Lessee's execution of its first lease and from
time to time thereafter following any material changes to such lease form, including,
without limitation, any changes to Lessee's rental rates for portions of the Premises. Lessee
may make non-material modifications to its standard lease to the extent that such are not
contrary to Lessor's Sponsor's Assurances.
6. REPORTS AUDITS AND RECORDKEEPING.
Lessor reserves the right to require Lessee to-provide Lessor with a written annual report, in
a form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the
Premises in the immediately preceding calendar year. If required, such written annual
report shall be provided to Lessor within thirty(30) days following the end of the preceding
calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a
more frequent basis that reflect Lessee's rental rates for the period requested by Lessor.
These reports shall be delivered to Lessor's Department of Aviation at the address provided
in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to
Lessee's operations at the Airport and other obligations hereunder in accordance with
Lessee's current basis of accounting or, if Lessee changes such basis, in a manner
satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth.
Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal
Auditor if it is in compliance with industry standards or generally accepted accounting
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principles. Upon Lessor's request and following reasonable advance notice, Lessee will
make such books and records available for review by Lessor during Lessee's normal
business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the
Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee 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, 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.
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Ground Lease
Fort Worth Spinks Airport
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Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at
the Airport shall comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee at least four (4) hours' notice
prior to any inspection.
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
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Ground Lease
Fort Worth Spinks Airport
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Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT
SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED
BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the hangar or Premises related to Lessee's business
operations. Such signs, however, must be in keeping with the size, color, location and
manner of display of other signs at the Airport. Lessee shall maintain all such signs in a
safe,neat, sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building or
other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or future
avigational or navigational aids used at the Airport.
10.2. Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements.
10.3. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government,which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
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Ground Lease
Fort Worth Spinks Airport
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adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended, at Lessee's option, for a period equal to the duration of such Limitation. If
the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b)renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4. 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 Govermnent. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days,this Lease shall
continue in full force and effect. If the Limitation lasts more than seven(7)calendar
days,Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty(180)days,then(i)Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written
notice to Lessor.
10.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances.
10.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation,
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Ground Lease
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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 change at Lessor's option and as necessary to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that prior to the expiration of
any insurance policy required hereunder, it shall provide Lessor with a new or
renewal certificate of insurance. In addition, Lessee shall, at Lessor's request,
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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, to
grant additional insured status to the City, its Officers, Employees and Volunteers,
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 ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BY LAW, WITHO UT WAIVING ANY DEFENSES PR 0 VIDED B Y LA W,
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 12 of 25
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH
LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CA USED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
14. TERNIINATION.
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 receipt of such written
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 13 of 25
notice to cure, adjust or correct the problem to the standard existing prior to the
breach. If Lessee fails to cure the breach or default within such time period, Lessor
shall have the right to terminate this Lease immediately, unless such breach or
default is not susceptible to cure within thirty (30) calendar days, in which event
Lessee shall have such additional time to effect a cure as determined by Lessor.
14.3. Abandonment or Non-Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination
of this Lease by Lessor,unless such non-use is caused by Force Majeure, as set forth
in Section 27 below.
14.4. Lessee's Financial Obligations to Lessor upon Termination,Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove 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 (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:
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 14 of25
To LESSOR: To LESSEE:
City of Fort Worth Marline Aviation,LLC
Aviation Department ATTN: Aaron Stalberger
4201 N Main St, Suite 200 2301 FM 1187, Suite 203
Fort Worth, TX 76106 Mansfield, Texas 76063
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(3 0) 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.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 15 of 25
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, 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 immediately desist from and correct the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns,as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation,transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
21. LICENSES AND PERNHTS.
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.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 16 of 25
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 airy
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 parry 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.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 17 of 25
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 parry, 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.
29. 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.
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.
[Signature Pages Follow]
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 18 of 25
INTNESS EREOF, the parties hereto have executed this Lease in multiples on
this the 3�day of G , 2016.
CITY OF FORT(IWORTH:
By: <:A�a 0j4L—
Fernando Costa
Assistant City Manager
Date: VZ4.�Ico
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.
GIVE ER MY HAND AND SEAL OF OFFICE this ,, day
, 2016.
TRIKINYA L JOHNSON -
_i:' 4�=Notary Public,state of Texas
Comm. Expires 04-17-2018 Notary Pu c in or the State of Texas
of��°� Notary ID 1238832.0
to
APPROVED AS TO FORM ATTEST:
AND GALITY:
By: )diNat" By:
Assistan ity Attorney Mary J. se
City Secretary
M&C: C-27907
O<J
Date: 9/13/2016 i
� 0
i�
1295 Certificate Number: 2016-94598
rOFFICIAL RECORD
Marline Aviation,LLC-Lease Site W3
Ground Lease
Fort Worm Spinks Airport SECRETARY
Page 19 of 25
WORTHS TX
LESSEE: ATTEST:
MARLINE AVIATION,LLC
By: -1 By:
Aaron Stalberger,
VP of Operations �¢�C-n l Co J h S�t
Date:
STATE OF TEXAS §
COUNTY OF ( §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Aaron Stalberger, 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
MARLINE AVIATION, LLC and that he executed the same as the act of MARLINE
AVIATION,LLC for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this /5 day
2016.
Notary Public in and r the State of Texas
RENEE R.HUGHES
Notary Public
STATE OF TEXAS
`9rF Dante+ My Comm.Face.Nowober2,2016
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 20 of 25
EXHIBIT A
REAL PROPERTY DESCRIPTION AND MAP
FOR
LEASE SITE W3
Being a 0.987 acre (42,992 square feet) tract ofland situated in and being a
portion of Block 1, Fort Worth Spinks Airport, an addition to the City of
Fort Worth, Tarrant County, Texas as shown on plat recorded in Cabinet A,
Slide 353, Plat Records, Tarrant County, Texas and being more particularly
described as follows:
BEGINNING at an 'X' cut in concrete for the Northeast comer of the tract
herein described, the Southeast comer of Lease Site W-2 and the Northwest
comer of an Aircraft Parking Area, from which a brass monument set in concrete
described as Spinks Control Monument No. 2, as shown on Page 2 of 3 of said
plat bears N 10°59'25" E, a distance of 1,551.02 feet, said POINT OF
BEGINNING having coordinates ofN: 6,889,372.83, E:2,334,259.08 GRID;
(1) THENCE S 00°32" 13" E, with the West line of said Aircraft Parking Area, a
distance of 219.20 feet to a 'X' cut in concrete for the Northeast comer of a 20
foot Access Easement, from which a brass monument set in concrete found,
described as Spinks Control Monument No. 1, as shown on Page 2 of 3 of said
plat, bears S 00°32' 13" E, a distance of 20.00 feet and S 35°38'39" E, a
distance of 538.82 feet and from which a brass monument set in concrete
found, described as Spinks Secondary Air port Control Station (SACS) NGS
Monument AB6244 bears S 00°32' 13" E, a distance of 20.00 feet and S
23°00'16" E, a distance of 1,827.90 feet;
(2) THENCE S 89°27'47" W, with the North line of said Access Easement, a
distance of 196.13 feet to a 5/8-inch iron rod set in the West line of said Block
1 and the East line of Wing Way Road (being Lot 1, Block 100, a 44-foot
wide private road, per said plat), for the Northwest corner of said Access
Easement;
(3) THENCE N 00°32'13" W, with the East line of said Wing Way Road, a
distance of 219.20 feet to a 5/8" iron rod set for the Southwest comer of said
Lease Site W-2 ;
(4) THENCE N 89°27'47" E, departing the West line of said Wing Way Road,
with the South line of said Lease Site W-2 a distance of 196.13 feet to the
POINT OF BEGINNING and containing 0.987 acres (42,992 square feet)
ofland, more or less.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 21 of 25
Aircraft Parking Area(Apron)
Being a 1.148 acre (49,992 square feet) tract ofland situated in and being a
portion of Block 1 and Block 4, Fort Worth Spinks Airport, an addition to the
City of Fort Worth, Tarrant County,Texas as shown on plat recorded in Cabinet
A, Slide 353, Plat Records, Tarrant County, Texas and being more particularly
described as follows:
BEGINNING at an 'X' cut in concrete for the Northwest comer of the tract
herein described, the Southeast comer of Lease Site W-2 and the Northeast
comer of Lease Site W-3, from which a brass monument set in concrete found,
described as Spinks Control Monument No. 2, as shown on Page 2 of 3 of said
plat bears N 10°59'25" E, a distance of 1,551.02 feet, said POINT OF
BEGINNING having coordinates of N: 6,889,372.83, E:2,334,259.08 GRID;
(1) THENCE N 89°27'47" E, at a distance of 189.65 feet, pass the East line of said
Block 1 and the West line of said Block 4, being the FAA BUILDING
RESTRICTION LINE (per said plat), in all a distance of 208.98 feet to an 'X'
cut in concrete, being 65.5 feet West of the centerline of Taxiway 'A';
(2) THENCE S 00°32'36" E, parallel with and 65.5 feet West of the centerline of
said Taxiway 'A', a distance of 239.20 feet to an 'X' cut in concrete for the
Northeast comer of Lease Site W-4, from which a brass monument set in
concrete found, described as Spinks Secondary Airport Control Station, NGS
MonumentAB6245, bears S 87°21'24"E, a distance of 1,088.86 feet;
(3) THENCE S 89°27'47" W, with the North line of said Lease Site W-4, at
19.36 feet, pass the West line of said Block 4 and the East line of said
Block 1, being said FAA BUILDING RESTRICTION LINE, in all a distance of
209.01 feet to an 'X' cut in concrete for the Southeast comer of a 20-foot
Access Easement, from which a brass monument set in concrete found,
described as Spinks Control Monument No. 1, as shown on Page 2 of 3 of
said plat bears S 35°38'39 E, a distance of 538.82 feet, and from which a brass
monument set in concrete found, described as Spinks Secondary Airport
Control Station (SACS), NGS Monument AB6244 bears S 23°00'16" E, a
distance of 1,827.90 feet;
(4) THENCE N 00°32'13" W, departing the North line of said Lease Site W-4, with
the East line of said Access Easement, at 20.00 feet, pass an 'X' cut in concrete
for the Northeast comer of said Access Easement and the Southeast comer of
said Lease Site W-3, in all, a distance of 239.20 feet to the POINT OF
BEGINNING and containing 1.148 acres (49,992 square feet) of land,more or
less.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 22 of 25
20-Foot Access Easement(Easement)
Being a 3,923 square feet tract of land situated in and being a portion of Block 1,Fort
Worth Spinks Airport, an addition to the City of Fort Worth, Tarrant County, Texas as
shown on plat recorded in Cabinet A, Slide 353, Plat Records, Tarrant County, Texas
and being more particularly described as follows:
BEGINNING at an 'X' cut in concrete for the Southeast corner of the tract herein
described, for the Southwest corner of an Aircraft Parking Area, and being in the North
line of Lease Site W-4,from which a brass monument set in concrete found, described as
Spinks Control Monument No. 1,as shown on Page 2 of 3 of said plat bears S 35°38'39"
E, a distance of 538.82 feet, and from which a brass monument set in concrete found,
described as Spinks Secondary Airport Control Station (SACS), NGS Monument AB6244,
bears S 23°00'16" E, a distance of 1,827.90 feet, said POINT OF BEGINNING having
coordinates of N: 6,889,133.64, E: 2,334,261.32 GRID;
(1) THENCE S 89°27'47" W, with the North line of said Lease Site W-4, a
distance of 196.13 feet to a 5/8-inch iron rod set in the West line of said Block
1 and the East line of Wing Way Road(being Lot 1,Block 100, a 44-foot wide
private road, per said plat), for the Northwest corner of said Lease Site W-4;
(2) THENCE N 00°32'13" W, with the West line of said Wing Way Road, a
distance of 20.00 feet to a 5/8-inch iron rod set for the Southwest corner of
Lease Site W-3;
(3) THENCE N 89°27'47" W, departing the West line of said Wing Way Road,
with South line of said Lease Site W-3, a distance of 196.13 feet to an 'X' cut
in concrete in the West line of said Aircraft Parking Area, for the Southeast
corner of said Lease Site W-3, from which a brass monument found set in
concrete described as Spinks Control Monument No. 2, as shown on Page 2 of 3
of said plat bears N 00°32'13" W, a distance of 219.20 feet and N 10°59'25"E,
a distance of 1,551.02 feet;
(4) THENCE S 00-32'13" E, with the West line of said Aircraft Parking Area, a
distance of 20.00 feet to the POINT OF BEGINNING and containing 3,923
square feet ofland,more or less.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 23 of 25
H
�i3 IIs N 13' srlNts cGnrrolPN.oO.�
=
LEASE SITE W-2 L
Ed SC BI1T6E9.6G5-'3 c
44' N 69.247"E 20.98'
69'27'4mJ
'XcB[ST5
'
t9 19.33' IN CO%CN .
T" ll
100'
CV
o' P.D.R. AIRCRAFT PARKING AREA
R 'N'CUT 1N COAC
•(- \':6.687.372 93 '( k
�+ rr E:2.33 269.08 R
- o
a Nn e��0� '
LEASE SITE W-3 a o C,
42,992 S0. FT,
(0.987 AC) �� PEy• N
'( G
O 4- AIRCRAFT PARKING AREA
49,992
SO.
FT.
i 20.00' ,X'COT (1.148AC)
i sin" RSS 89.27'47•.1 196.13' m coNe. (SEE NOTE 2)
6s.5
T 20'ACCESS[5NT (SEE NOTE 0 7D2 ,N,CCT '1' CUT Iv
IDI 3,923 Sb.FE. 1N' CONC. '80.65 (( I 1,066.85'
>/U ILS 89'2 6 196. S 89.27'47'•W 209.01' S 87.2(24'E
P.o.e. te+sE st : .uc6ss essl'r. � 19.36' Nrs uoS aua'=(:,
E:2,889,161 82 J
E:2,33+.201 32
C,P.I6 �J�
Y LEASE SITE W-4 m
LWE TABLE
I.PIE fl0. REA'OTIG I DISTANCE
zo.00
Lot 3 ow-32-1z- 20.00'
LEGENDr.G.R SPI.AS C6.7GROL 1IG,Y 41
NGS JION AOG244
P.O.B. POINT OF BEGINNING NRPORT CONTROL HO. EN S
P.O.R. PONT OF REFERENCE U04LUENT NORT{6IC EASTINO
P.R.T.O.T. PLAT RECORDS, TARRNJT COUNTY. TEXAS �F 9pu8is NOH•1 6,668.695.76 2,334.57 .32
5/8"IRS 5/8" IRON ROD SET WITH A YELLOW CAP SPR(KS MON•2 1 6,890.695.401 2,)34,50.. 7
STAMPED SAM'. NOS NON!362441 8,867.w.10 1 2.3.3
NOTE: BEARINGS ARE BASED ON THE SPINKS SECONDARY '�pr'G� T�AQ •�-S/ NCS MON A96245 1 6,889.065.38 1 2.335.558A2
ARPCRr CONTROL STATIONS (SACS). NGS MON A06244 & Go-'A�'" Q'-•
NGS IRON A86245. COORDINATES ARE TEXAS STATE PLANE. o' 2s' SW 75' 10V
NORTH CENTRAL ZONE(4202). 01 0, NORTH AMERICAN DATUM S. KEVIN WENDELL
OF E: L (NAD '83)ESC ••••, •5500•• �- V- ry FEEL
NOTE: LEGAL DESCRIPTION TO ACCOMPANY THIS MAP, �A• r.w
NOTE I: 20' ACCESS ESM'IS A JOINT USE AGREEMENT
OR THE
E4 EXCLUSIVE US=OF LEASF SITE W-3 AND LEASE `'SAO FSS
S `��.�� �.-•
NOTE 2: 7T{E AIRCRAFT PARKING AREA IS A JOINT USE
AGREEMEN F FOR THE EXCLUSIVE USE OF LEASL SITE W-35�KEYRI Xfh'DELL•n((PLS-5500
AND LEASE SITE 5'!-4. //JUNE 03,2016
• SURVEYING AND MAPPING,LLC
FUR_' WORTH 7101 ENVOY COURT
DALLAS,TEXAS 75247
(214)631-7888
f'ou'r IVOP,TI1 SPINKS AIRPORT FAX:(214)631-7103
LEASE SITE 15-3, AIRORAP I' PARKING AREA EMAIL:SAMOSAMINC.BIZ
h ZO' ACCESS EASEMENT SURVEYING-AERIAL WAPPING-ENGINEERING TX FIRM#10064300
UATE: 05/26/10 Scale: I"= 100' Pvo_jecl No. 36865 SHEET I OF
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 24 of 25
EXHIBIT "B"
MANDATORY IMPROVEMENTS
Approximately 16,000 Square Feet Hangar
• All mandatory improvements for Lease Site W3 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.
Marline Aviation,LLC—Lease Site W3
Ground Lease
Fort Worth Spinks Airport
Page 25 of 25
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/13/2016
DATE: Tuesday, September 13, 2016 REFERENCE NO.: **C-27907
LOG NAME: 55FWS GROUNDLEASE W3 MARLINE
SUBJECT:
Authorize Execution of a Ground Lease Agreement with Mandatory Improvements with Marline Aviation,
LLC, for 42,992 Square Feet of Ground Space Known as Lease Site W3, Shared Aircraft Parking of 49,992
Square Feet of Ground Space, and Shared Access Easement of 3,923 Square Feet of Ground Space at
Fort Worth Spinks Airport (COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Ground Lease Agreement with
Mandatory Improvements with Marline Aviation, LLC, for 42,992 square feet of ground space known as
Lease Site W3, shared aircraft parking of 49,992 square feet of ground space and shared access
easement of 3,923 square feet of ground space at Fort Worth Spinks Airport.
DISCUSSION:
Staff has received a request from Marline Aviation, LLC, to lease approximately 42,992 square feet of
ground space on the south west side of Fort Worth Spinks Airport (Spinks Airport) to construct a hangar
between approximately 16,000 and 20,000 square feet. The lease will also include shared aircraft parking
of 49,992 square feet of ground space, more commonly known as the apron, and a shared access
easement of 3,923 square feet of ground space.
Construction of a hangar between approximately 16,000 and 20,000 square feet 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
plans 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 30 years beginning September 1, 2016 and expiring August 31, 2046.
The Lease will include two five-year options to renew for an additional 10 years, bringing the total Lease
term to 40 years. At a ground rate of$0.29 per square foot per year, Lease Site W3 will generate
estimated revenue of$12,467.68 per year or$1,038.97 per month. At a ground rate of$0.145 per square
foot per year, the shared Apron will generate estimated revenue of$7,248.84 per year or$604.07per
month. At a ground rate of$0.145 per square foot per year, the shared Easement will generate estimated
revenue of$568.84 per year or$47.40 per month, for total estimated revenue in the amount of$20,285.36
per year or$1,711.27 per month.
Rental rates shall be subject to an increase on October 1st of any given year, based on the upward
percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. At no time
will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Five-year rate
adjustments will be applied to the ground rate starting on October 1, 2021 and every fifth year thereafter.
ADVISORY BOARD APPROVAL - On March 17, 2016, the Aviation Advisory Board voted to recommend
Logname: 55FWS GROUNDLEASE W3 MARLINE Page I of 2
that the City Council approve this lease Agreement.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit
of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund,
Hangar Lease Revenue Account, which has total estimated revenue in Fiscal Year 2016 of$1,062,505.00
and year-to-date receipts of$840,693.90. The Ground Lease Revenue Account, which has total estimated
revenue in Fiscal Year 2016 of$1,646,774.00 and year-to-date receipts of$1,285,188.62.
FUND IDENTIFIERS (FIDs):
TO
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartfield 2
FROM
Fund Department ccoun Project Program ctivity Budget Reference # mol
ID ID Year (Chartfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Aaron Barth (5434)
Additional Information Contact: Anne-Marie Stowe (5415)
ATTACHMENTS
1. Form 1295 Marline Aviation.pdf (Public)
2. Lease Site W3.pdf (Public)
Logname: 55FWS GROUNDLEASE W3 MARLINE Page 2 of 2
C- ) Iqoq
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. 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. 12016-94598
Marline Aviation, LLC
Mansfield,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 08/03/2016
being filed.
City of Fort Worth Date Acknowledged:
/lam
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 services,goods,or other property to be provided under the contract.
Lease Site W3
New Ground Lease Agreement at Fort Worth Spinks Airport
Nature of interest
4
Name of Interested Parry City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Eddins,Angela Mansfield,TX United States X
Eddins, Mark Mansfield,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.
o Fyr-�°o`s
RENE:R. UGHES
Nobbic
STATSXA.SMy Comm n*w2,20i6 ignature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said Wesly C Maness this the 3rd day of August
2011_,to certify which,witness my hand and seal of office.
Ke
/\,e e. 5 tVI +
Signature of officer admini t ring oath Printed name of officer ddministering oath Title of officer ad inistering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277