HomeMy WebLinkAboutContract 17700 CITY SECRETARY
CONTRACT NO. U
FORT WORTH AIRCRAFT MAINTENANCE HANGAR FACILITY AGREEMENT
I NDEX
Page
Article 1 - Definitions
1 . 01 Aircraft Maintenance Hangar 1
1 . 02 Effective Date 1
1 .03 Expansion Area 1
1 . 04 FAA 1
1 . 05 Fort Worth 1
1 . 06 Ground Rent 1
1 . 07 Lessee 1
1 . 08 Meacham Airport 1
1 . 09 Premises 2
Article II - Premises and Privileges
2 . 01 Description of Premises Demised 2
2 . 02 Restriction of Privileges , Uses and Rights 2
2 . 03 Right to Cancel Lease 3
Article III - Obligations of Fort Worth
3 . 01 Quiet Enjoyment 4
3 . 02 Fort Worth' s Work 4
3 . 03 Condition and Maintenance of Streets; Access 4
3 .04 Utilities 5
3 .05 Maintenance of Fort Worth Meacham Airport 5
3 . 06 Environmental Conditions 5
3 . 07 Right to Construct 6
3 . 08 Condition of Title 8
Article IV - Obligations of Lessee
4 . 01 Taxes and Insurance 8
4 . 02 Condition of Premises 9
4 .03 Lessee Improvements 10
4 .04 Lessee Contribution 11
4 .05 Grass and Landscaping 11
4 .06 Exterior Signs and Exterior Colors 12
4 .07 Trade Fixtures 12
4 .08 Permitted or Prohibited Uses 13
Article V - Term of Leasehold
5 . 01 Term 14
5 . 02 Option 15
Article VI - Annual Rent
6 . 01 Commencement and Payment of Rent 15
6 . 02 Determination of Fair Market Value 16
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Article VII - Option to Expand
7 . 01 Option to Expand the Premises 19
Article VIII - Taxes 21
Article IX - Insurance and Indemnification
9 . 01 Fire and Other Risks Insurance 21
9 . 02 Liability Insurance 22
9 . 03 Indemnification 23
Article X - Destruction of Improvements by Fire or
Other Casualty
10 . 01 Obligations of the Parties 24
Article XI - Condemnation 25
Article XII - Encumbrances
12 . 01 Encumbrance 27
12 . 02 Mortgagee ' s Rights 28
12 . 03 Rights on Foreclosure 28
Article XIII - Default , Assignment and Subletting
13 . 01 Default 28
13 . 02 Remedies Upon Lessee' s Default 29
13 . 03 Assignment and Subletting 31
13 . 04 Fort Worth ' s Default 31
Article XIV - Other Provisions
14 . 01 Fort Worth' s Reserved Rights 32
14 . 02 Discrimination Not Permitted 32
14 . 03 Federal Aviation Administration Requirements 35
14 . 04 Airport Security 36
14 . 05 Subordination 36
Article XV - General Provisions
15 . 01 Notice 37
15 . 02 Fort Worth Rules and Regulations 38
15 . 03 Fort Worth Access to Premises 38
15 . 04 Relationship of Parties 39
15 . 05 No Exclusive Rights 39
15 . 06 Miscellaneous Provisions 39
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ARTICLE I
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DEFINITIONS CITY SECRET R
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1. 01 Aircraft Maintenance Hangar - is an aircraft
hangar building capable of servicing B-747 type aircraft
together with the equipment necessary and incidental to the
proper functioning of such building, excluding trade fixtures
referred to in Section 4 . 07 hereof .
1 . 02 Effective Date - is the earlier to occur of ( i)
the date on which the Certificate of Occupancy is issued by the
relevant or appropriate reviewing governmental authority for
the Aircraft Maintenance Hangar, or ( ii) January 1, 1992 .
1. 03 Expansion Area - is that area adjacent to the
Premises which is to be used to construct future aircraft
AM maintenance hangar projects, as further described in Exhibit
"B" attached hereto .
- 1. 04 FAA - is the Federal Aviation Administration,
or its successor .
1. 05 Fort Worth - is the City of Fort Worth, a Texas
municipal corporation.
1 . 06 Ground Rent - is the amount payable by Lessee,
calculated in accordance with Article VI of this Lease.
1 . 07 Lessee - is Page Avjet Corporation,
incorporated under the laws of the State of Delaware, with
principal offices at 7380 Sand Lake Road, Suite 600 , Orlando,
Florida 32819 .
1. 08 Meacham Airport - is the airport owned by Fort
01M Worth and within the boundaries of which the Premises is
located.
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1 . 09 Premises - is the entirety of the real property
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demised by this Lease consisting of the land more fully
described in Exhibit "D" attached hereto and certain
improvements thereto more fully described in Exhibit "A"
attached hereto.
ARTICLE If
PREMISES AND PRIVILEGES
2 . 01 Description of Premises Demised. Subject to
and on the terms , conditions , covenants and undertakings
hereinafter set forth, Fort Worth does hereby demise and lease
to Lessee and Lessee does hereby lease from Fort Worth the
Premises .
2 . 02 Restriction of Privileges , Uses and Rights .
Except as otherwise provided herein, the rights and privileges
granted Lessee hereunder are expressly limited to the
construction, operation and maintenance of an Aircraft
Maintenance Hangar permitted by Section 3 . 07 below, which
construction, operation and maintenance shall be subject to all
of the terms and conditions contained in this Lease. Lessee
agrees that it will not proceed with any development of the
Premises until such time as Lessee has obtained all necessary
governmental permits for such development , including such
permits as are required by Fort Worth. Fort Worth hereby
agrees that such permits shall not be unreasonably withheld by
Fort Worth. Fort Worth agrees that it will make no changes or
modifications to Fort Worth' s codes or regulations (unless
otherwise required by Federal or Texas law, or as may be
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ordered by a court of competent jurisdiction) which will
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materially and adversely affect the rights of Lessee hereunder
without the prior written consent of Lessee, which consent
shall not be unreasonably withheld or delayed.
2 . 03 Right to Cancel Lease .
(a) If Lessee cannot or has not within two (2)
months from the date hereof signed a binding agreement with
Sunbelt Industrial Development Corporation ( "Sunbelt" )
providing for the construction and use by Lessee of an Aircraft
Maintenance Hangar financed through the issuance by Sunbelt of
tax-exempt obligations ( "Bonds") and/or is unable to obtain the
necessary permits to construct an Aircraft Maintenance Hangar
within three (3) months from the date hereof , then Lessee shall
have the right , by written notice given to Fort Worth, to
cancel this Lease, in which event neither party shall have any
liability to the other arising under this Lease.
(b) Lessee shall have no right to cancel this
Lease under Subsection (a) above unless :
( i) Lessee has provided Fort Worth with a
written commitment from an institutional purchaser to purchase
such Bonds on terms that have been approved by the Lessee and
that are authorized by this Lease; and
(ii) Lessee has not commenced construction
of the Aircraft Maintenance Hangar , or in the event Lessee has
commenced such construction, it agrees in writing to restore
the Premises to its condition prior to commencement of such
construction.
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ARTICLE III
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OBLIGATIONS OF FORT WORTH
3 . 01 Quiet Enjoyment . Fort Worth agrees that upon
Lessee ' s paying rent and performing all of the covenants and
conditions herein set forth, Lessee shall and may peaceably and
quietly have, hold and enjoy the Premises hereby demised,
subject to all of the terms and conditions of this Lease.
3 . 02 Fort Worth' s Work.
(a) Fort Worth agrees that , on or before the end
of the sixth month following Lessee ' s notice to Lessee ' s
contractor to commence construction, it will have performed or
will have caused to be performed all of the work described on
Exhibit "A" attached hereto and made a part hereof .
(b) Fort Worth shall not be deemed in default
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with respect to the performance, commencement or completion of
any of the work to be performed by Fort Worth under this
Section 3 . 02 , if Fort Worth' s failure to perform, commence or
complete any or all of such work is due to circumstances beyond
its control such as, but not limited to, a strike, lockout ,
labor dispute, shortages of materials or labor, fire, adverse
weather (storms, tornados , etc. ) or other casualty.
3 . 03 . Condition and Maintenance of Streets ; Access .
(a) Fort Worth will maintain the improvements as
described on Exhibit "A" in good condition.
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Ago, (b) Lessee and its employees , patrons , guests
and invitees shall have vehicular access to the Premises
including access to and from the air operations area of the
Meacham Airport for its employees . Portions of public and
controlled access roadways may be closed from time to time in
order to make repairs or renovations thereto, but Fort Worth
shall be obligated to provide reasonable temporary access to
the Premises and air operations area .
3 . 04 Utilities . Fort Worth shall provide, at no
expense to Lessee, all utilities service to the Aircraft
Maintenance Hangar as shall be reasonably necessary to the
operation of such Aircraft Maintenance Hangar, provided that
Lessee shall thereafter bear the expense of such utilities
usage.
3 . 05 Maintenance of Meacham Airport . Fort Worth
unconditionally agrees to maintain Meacham Airport in good and
operating condition in accordance with 14 CFR §139 (capable of
handling B-747 type aircraft) on a twenty-four (24) hours a
day, seven (7) days a week basis during the term of this
Lease. Additionally, Fort Worth agrees to comply with all
laws, statutes or requirements of the Federal Government
( including, but not limited to, the FAA) and the State of Texas .
3 . 06 Environmental Conditions . Fort Worth hereby
warrants that the Premises complies with all applicable
Federal, State or local environmental standards . In the event
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it is determined prior to commencement of any construction of
improvements on or to the Premises that the Premises contains
substances in amounts which violate any applicable Federal,
State or local governmental standards ("Environmental
Problem" ) , the parties shall attempt in good faith to agree
upon mutually acceptable remedial action or an alternative
maintenance hangar site. If the parties are unable to agree
upon either such solution, then either party may terminate this
Lease by written notice to the other within thirty (30) days
after such party received written notice of the Environmental
Problem. Lessee shall not be responsible for remedial action
with respect to any Environmental Problem at the Premises which
existed prior to the date of this Lease. Fort Worth shall be
responsible for undertaking, or requiring any responsible third
party to undertake, any such remedial action with respect to an
Environmental Problem at the Premises which existed prior to
the Effective Date of this Lease, provided that if the Lessee
or its agent shall have caused such Environmental Problem,
Lessee shall be responsible for taking such remedial action.
3 . 07 Right to Construct . Lessee shall have the
right to construct, operate and maintain an Aircraft
Maintenance Hangar on the Premises in accordance with the
provisions of this Section 3 . 07 .
(a) Lessee shall have the right to construct the
Aircraft Maintenance Hangar on the Premises consisting of an
aircraft maintenance hangar containing not less than sixty-two
thousand five hundred (62 , 500) square feet of space.
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(b) Prior to commencement of construction of the
Aircraft Maintenance Hangar , and prior to commencing to
renovate, enlarge, demolish or modify any improvements now or
hereafter existing on the Premises, Lessee shall submit the
plans and specifications therefor (prepared under the seal of a
duly licensed architect or engineer) to Fort Worth. No
construction of any type shall commence prior to Lessee' s
receipt of Fort Worth' s written approval of such plans and
specifications, which approval shall not be unreasonably
withheld or unreasonably delayed. Within ninety (90) days
after completion of construction, Lessee shall, at its expense,
provide Fort Worth with record drawings showing the "as built"
condition of any improvements constructed by Lessee on the
Premises .
(c) Once construction of any improvements has
been commenced by Lessee, such construction shall be
accomplished pursuant to reasonable and standard construction
procedures and practices established by Fort Worth for work on
Meacham Airport , and shall be pursued diligently to
completion. All improvements shall be constructed in
accordance with the approved plans and specifications , and all
applicable building codes , zoning regulations and municipal ,
county, state and federal laws, ordinances and regulations
unless a waiver or exemption has been obtained from the
appropriate authority.
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(d) Lessee shall obtain, at its own expense, all
necessary licenses and permits to accomplish its work as
contemplated herein.
3 . 08 Condition of Title - Fort Worth represents and
warrants to Lessee that it has good and indefeasible title to
the land described on Exhibit "D" attached hereto and that such
land is free and clear of any lien or encumbrance except as
shown on Exhibit D.
ARTICLE IV
OBLIGATIONS OF LESSEE
4 . 01 Taxes and Insurance.
(a) Lessee shall , at its own expense:
( i) keep and maintain the Aircraft
Owl Maintenance Hangar , its furnishings and equipment now or
hereafter located thereon in a good state of repair and working
order (reasonable wear and tear excepted) and in a clean, safe
condition. All maintenance, repairs and replacements shall be
of a quality at least equal to the original in materials and
workmanship;
( ii) pay all taxes in accordance with
Article VIII hereinbelow;
( iii) pay all casualty, liability and other
insurance premiums required to be paid by Lessee in accordance
with Article IX hereinbelow; and
( iv) satisfy all of its other obligations
under this Lease.
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4 . 02 Condition of Premises .
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(a) Subject to the terms of Article III above,
Lessee accepts the Premises in their present condition and
agrees that the Premises are suitable for Lessee ' s business
activities and operations proposed to be conducted thereon
subject to :
( i) Lessee ' s right to construct the
Aircraft Maintenance Hangar in accordance with the terms of
this Lease;
( ii) Fort Worth' s performance of its
obligations under Article III above; and
( iii) The suitability of the Premises for the
construction of the Aircraft Maintenance Hangar .
(b) Lessee agrees that, except as otherwise
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expressly provided herein, all Lessee constructed improvements,
trade fixtures , furnishings, equipment and Lessee ' s 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, and Fort Worth
shall not be liable for any damage to said property or loss
suffered by the business of Lessee caused by water from any
source whatsoever or from the bursting , overflowing or leaking
of sewer or steam pipes or from the heating or plumbing
fixtures or from electric wires or from noise, gas or odors or
caused in any other manner whatsoever, provided such damage is
not the result of Fort Worth' s gross negligence or intentional
misconduct .
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AM 4 . 03 Lessee Improvements . Lessee hereby warrants
and covenants to Fort Worth that the Premises and all
improvements hereafter erected on the Premises by the Lessee
shall be at all times free and clear of all liens , claims and
encumbrances arising in connection with the construction of the
Aircraft Maintenance Hangar and hereby agrees to indemnify and
hold Fort Worth harmless from and against any and all losses ,
damages and costs, including reasonable attorneys ' fees
relating to or arising out of any such lien, claim or
encumbrance. If any such lien or notice of such lien on
account of the alleged debt of Lessee or any notice of contract
by a party engaged by Lessee or Lessee ' s contractor to work on
the Premises shall be filed against the Premises or any
improvements thereon, then Lessee shall , within thirty (30)
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days after notice of the filing thereof, cause the same to be
discharged of record by payment, deposit, bond, order of a
court of competent jurisdiction or otherwise.
No work hereunder shall be commenced by Lessee until it
has, at its sole cost and expense, provided to Fort Worth ( i) a
surety performance and payment bond for the benefit of Lessee,
and, on Lessee ' s default under this Lease, for the benefit of
Fort Worth as Lessee' s successor, in an amount equal to the
total estimated cost of the work, which bond shall guarantee
both the prompt completion of the work by Lessee ' s contractors
in accordance with the approved plans and specifications and
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the payment by such contractors of all subcontractors ' charges
and charges of all other persons and firms supplying services ,
labor, materials or supplies in connection with the work, and
( ii) a policy of builder ' s risk insurance satisfying the
requirements of Sections 9 . 01 and 9 . 02 below.
Fort Worth shall have title to all improvements hereafter
constructed on the Premises at the expiration of the term of
this Lease or in accordance with the Facilities Use Agreement
specifically referencing this Lease (the "Facilities Use
Agreement") hereafter entered into, by and between Sunbelt and
the Lessee, as applicable, and Lessee covenants to execute and
deliver to Fort Worth any and all instruments or documents
which Fort Worth reasonably requests to effectively transfer
title to such improvements in fee to Fort Worth and clear of
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all liens, claims and encumbrances .
4 . 04 Lessee Contribution. Lessee shall , upon
completion of those improvements referenced in Section 3 . 02
herein as further described in Exhibit "A" attached hereto, pay
to Fort Worth the sum of Two Hundred Seventy Four Thousand
Dollars ($274 , 000 . 00) as a contribution by Lessee towards the
cost of such improvements .
4 . 05 Grass and Landscaping. Within thirty (30) days
after completion of construction of the improvements which
Lessee is entitled to construct on the Premises in accordance
with the terms of Section 4 . 03 above, Lessee shall plant grass
and landscape the Premises .
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4 . 06 Exterior Signs and Exterior Colors . Lessee
shall have the right at its expense to install exterior signs
on the Premises . Lessee shall obtain Fort Worth' s prior
written approval of all exterior colors of all improvements ,
which approval shall not be unreasonably withheld.
4 . 07 Trade Fixtures . Lessee may, from time to time,
at its expense install , operate, repair and replace any trade
fixtures including portable work stations and other personal
property on the Premises or in the improvements, all of which
shall be and remain the property of Lessee and may be removed
by it at any time during the term hereof and within thirty (30)
days after expiration or earlier termination of the term
hereof . Lessee shall at its own expense repair any damage to
the Premises or any improvements caused by such removal in a
manner reasonably acceptable to Fort Worth. Failure to remove
trade fixtures or other personal property as provided herein
shall not constitute a hold-over by Lessee, but all such
property not removed within the time specified above shall be
deemed to have been abandoned by Lessee, in which case, Fort
Worth may either use or dispose of the same as it shall see fit
without any liability to Lessee therefor . It is understood
that the terms "trade fixtures" and "other personal property"
shall not include (i ) any item located on the Premises on the
date hereof , ( ii) any item hereafter installed or erected
thereon by Fort Worth, or at Fort Worth ' s own expense, or
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AOL (iii) any item affixed to the Premises or affixed to any
improvements and which cannot be removed without material
injury to the Premises or to any improvements , whether or not
installed by and at the expense of Lessee.
4 . 08 Permitted or Prohibited Uses .
(a) Lessee agrees that it will use (and will
permit any assignee, sublessee or other successor in interest
to use) the Premises and the improvements only for the
maintenance of aircraft, the maintenance of ground equipment
utilized in the servicing, loading or unloading of such
aircraft, and maintenance support and maintenance office
facilities . The Premises may be used for recurring
maintenance, non-recurring maintenance and painting required to
preserve and maintain aircraft . The Premises may contain a
cafeteria for use by Lessee ' s employees .
(b) Lessee shall have the right but not the
obligation to construct and operate a fixed base operation at
Meacham Airport at any time during the period of this Lease, in
which case Lessee shall comply with all existing requirements
for fixed base operators including but not limited to the
payment of rent and fees equal to those paid by other similarly
situated fixed base operations at Meacham Airport . Fort Worth
shall, upon notification by Lessee to exercise such right ,
provide an area adequate for the conduct of such fixed base
operations which shall include, but not be limited to, adequate
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space for a fixed base terminal , hangar and fuel farm. The
right to construct and operate a fixed base operation at
Meacham Airport shall be subject to the availability of
sufficient land on the Meacham Airport to construct and operate
same and shall be subject to a separate agreement which shall
contain terms and conditions as contained in Fort Worth ' s
standard fixed base operations agreement at Meacham Airport .
(c) Lessee acknowledges that it has requested
that the construction of the Aircraft Maintenance Hangar be
financed from the proceeds of Bonds to be issued by Sunbelt ,
and that the proceeds of the Bonds are required to be used in a
manner such that the Aircraft Maintenance Hangar shall not
constitute facilities other than an "airport" within the
meaning of Section 142 of the Internal Revenue Code of 1986 , as
amended (the "Code") . Lessee hereby covenants that it will not
use or permit the use of the Aircraft Maintenance Hangar as a
facility other than an "airport" within the meaning of Section
142 of the Code.
ARTICLE V
TERM OF LEASEHOLD
5 . 01 Term. This Lease shall be for a term which
shall commence upon signing by Fort Worth and the Lessee and
which shall expire twenty (20) full years after the Effective
Date; provided, however, that the term hereof may be earlier
terminated as provided in this Lease.
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5 . 02 Option.
(a) Provided that Lessee is not in default under
this Lease, Lessee shall have the option to extend this Lease
for two (2) additional terms each of five (5) years by
notifying Fort Worth in writing of Lessee' s exercise of the
option at least one hundred twenty ( 120) days prior to the
twentieth (20th) anniversary from the Effective Date for the
first option term and by notifying Fort Worth in writing of
Lessee ' s exercise of the second option at least one hundred
twenty ( 120) days prior to the twenty-fifth (25th) anniversary
of the Effective Date. In the event that either or both
options are so exercised, the Lease shall be extended on the
same terms and conditions .
(b) References in this Lease to the "term" of
this Lease shall mean the initial term and any exercised
additional terms .
ARTICLE VI
ANNUAL RENT
6 . 01 Commencement and Payment of Rent .
(a) Lessee agrees to pay to Fort Worth the
annual Ground Rent determined pursuant to this Article VI which
shall be considered rent for purposes of this Lease .
One-twelfth of the total of said annual Ground Rent shall be
payable each month in advance, on or before the Effective Date,
and on the first day of each subsequent calendar month during
the term of this Lease. Ground Rent for a partial month during
the term of this Lease shall be prorated based on the number of
days in such month.
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4 (b) For the purpose of computing the annual
Ground Rent payable under this Lease, Fort Worth and Lessee
agree that the Premises comprise approximately 227, 500 square
feet and that the initial annual Ground Rent rate is calculated
as follows :
Years 1 and 2 - 0
Years 3 through 5 - $137 , 000 . 00 annually (in
monthly payments) .
Years 6 through 30 - 10% of fair market value of
the Premises disregarding all
the improvements ( regardless
of when and by whom those
improvements are made)
thereon annually (in monthly
payments) , but in no event
shall the annual rental ever
be less than $137, 000 . 00.
Reappraisal for rent
determination shall be made
in years 6, 11, 16 , 21, 26 .
Following each reappraisal,
the rent shall remain
constant for a period of five
years .
(c) If Lessee timely exercises the option
provided in Article VII below, then the annual Ground Rent
shall be increased in the manner set forth in said Article VII .
6 . 02 Determination of Fair Market Value.
(a) Fort Worth shall select a qualified
appraiser ( "First Appraiser" ) to determine the fair market
value of the Premises (disregarding the value of the
improvements) , and notify Lessee of such selection, and the
First Appraiser shall proceed to determine the fair market
value of the Premises and shall provide Lessee and Fort Worth
with a copy of such appraisal . If Lessee is not satisfied with
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the First Appraiser ' s appraisal, Lessee, within fifteen ( 15)
days after receipt of such appraisal , shall notify Fort Worth
of Lessee ' s selection of a second appraiser ( "Second
Appraiser" ) . If Lessee does not so select a Second Appraiser
and notify Fort Worth of such selection within such
fifteen ( 15) day period, the First Appraiser ' s appraisal shall
be conclusive as to the fair market value of the Premises . If
a Second Appraiser is so selected, such Second Appraiser shall
determine the fair market value of the Premises (disregarding
the value of the improvements) within fifteen (15) days of the
selection and provide Lessee and Fort Worth with a copy of such
appraisal . If the fair market value of the Premises as
determined by the appraisal of such Second Appraiser is not at
least fifteen percent ( 15%) less than the fair market value of
the Premises as determined by the appraisal of the First
Appraiser, then the First Appraiser ' s appraisal shall be
conclusive. If the fair market value of the Premises as
determined by the appraisal of such Second Appraiser is at
least fifteen percent ( 15%) less than the fair market value of
the Premises as determined by the appraisal of the first
Appraiser, then the First Appraiser and the Second Appraiser
shall meet within fifteen ( 15) days after the Second Appraiser
has delivered his appraisal to Fort Worth to select a third
appraiser ( "Third Appraiser" ) . In such event the fair market
value of the Premises (disregarding the value of the
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improvements) shall be determined by a majority of the
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appraisers within fifteen ( 15) days after the selection of the
Third Appraiser . (If the First Appraiser and the Second
Appraiser cannot agree upon a Third Appraiser within the time
period provided, or if a majority of the three appraisers
cannot agree upon the fair market value of the Premises within
the time period provided, then Fort Worth shall appoint a new
First Appraiser and the process described herein shall be
repeated until the fair market value of the Premises is
determined. ) After reaching a decision, the appraisers shall
give written notice hereof to Fort Worth and Lessee. In the
event of the failure, refusal or inability of any appraiser to
act, a new appraiser shall be appointed in his stead, which
appointment shall be made in the same manner as hereinbefore
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provided for the appointment of such appraiser so failing,
refusing or being unable to act . Each party shall pay the fees
and expenses of each appraiser appointed by such party, and the
fees and expenses of the Third Appraiser and all other
expenses, if any, shall be borne by Lessee, if the fair market
value of the Premises established as the result of the
appraisal process described herein is not at least ten
percent (10%) less than the fair market value of the Premises
as determined by the First Appraiser, and by Fort Worth if the
fair market value of the Premises established as the result of
the appraisal process described herein is at least ten
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percent (10%) less than the fair market value of the Premises
as determined by the appraisal of the First Appraiser . Any
appraiser designated to serve in accordance with the provisions
of this Lease shall be designated an "MAI" appraiser by the
American Institute of Real Estate Appraisers or shall be
comparably qualified to appraise real estate, shall be
disinterested, shall be qualified under Texas law to appraise
real estate of the type covered by this Lease, and shall have
been actively engaged in the appraisal of real estate situated
in the Dallas/Fort Worth area for a period of not less than
five ( 5) years immediately preceding his appointment .
(c) In the event the fair market value of the
Premises has not been determined' until after the date upon
which the adjustment under this Section 6 . 02 is to become
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effective, the annual Ground Rent previously in effect shall
continue until such fair market value and the new annual Ground
Rent is determined.
ARTICLE V11
OPTION TO EXPAND
7 . 01 Option to Expand the Premises . Lessee shall
have two (2) options (Phase II and Phase III) to expand the
size of the Premises by adding thereto all or a part of the
Expansion Area at any time prior to the tenth ( 10th)
anniversary of the Effective Date; provided, however, that if
Fort Worth constructs the improvements as described in
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Exhibit "C" hereto, the option period will be reduced to a
period of five (5) years from the date of the completion of the
construction of the improvements, or a period for the balance
of the ten ( 10) year option, whichever comes first . In the
event Lessee exercises this option, all of the applicable terms
and conditions of this Lease shall apply with respect to such
Expansion Area, except that the Ground Rent per square foot of
the Expansion Area shall be calculated as follows :
The fair market value (determined in accordance
with Section 6 . 02 hereof) of the Expansion Area
shall be multiplied by the appropriate percentage
factor (according to lease year for that Phase) ,
disregarding all improvements ( regardless of when
and by whom those improvements are made) , and the
product shall be Ground Rent which shall be
payable annually ( in monthly payments) .
Reappraisal for rent determination shall be made
in years 6 , 11, 16, 21, and 26 . Following each
appraisal, the rent shall remain constant for a
period of five years . The appropriate percentage
factor shall be:
0% for years 1-5 = ( free of charge)
2 . 5% for years 6-10
5 . 0% for years 11-15
7 . 5% for years 16-20
10 . 0% for years 21-30
Lessee shall have the right to construct on such
Expansion Area improvements consisting of ( i) a second aircraft
maintenance hangar for Phase II , and ( ii) a third aircraft
maintenance hangar for Phase III . All improvements listed on
Exhibit C hereto are to be made by Fort Worth when and if
funds become available by appropriation by the Fort Worth City
Council . Lessee shall pay Fort Worth the sum of one dollar
($1. 00) per year for each option (Phase II and Phase III) so
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ASW long as such options remain in effect . The initial term of
each option, when exercised, shall be for a period of
twenty (20) years from the date of beneficial occupancy of the
parcel , provided that Lessee constructs a maintenance hangar
(similar to the hangar contemplated within this Lease) on such
option parcel . Lessee shall additionally have a ten ( 10) year
extension right on each Phase for Phases II and III
(exercisable at the sole discretion of Lessee) which shall be
exercisable in two (2) periods, the first of which shall end on
the thirtieth (30th) anniversary of the Effective Date.
ARTICLE VIII
TAXES
Lessee shall , at its own expense and at all times during
the term of this Lease, pay when due all taxes and assessments
levied against Lessee ' s leasehold interest . In the event
Lessee shall be required to pay Fort Worth any taxes , Lessee
shall be given a dollar for dollar credit for such taxes
against the annual rental obligation of Lessee . This credit
shall not apply to taxes which are paid in connection with
Phase II and Phase III option parcels .
ARTICLE IX
INSURANCE AND INDEMNIFICATION
9 .01 Fire and Other Risks Insurance . During
construction of any Lessee improvements to the Premises
( including, without limitation, the improvements described in
Article VII above) , Lessee shall , at its expense, maintain
builders risk insurance that satisfies the requirements of this
subsection. Lessee shall obtain and maintain or cause to be
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obtained and maintained throughout the term of this Lease, for
the benefit of Fort Worth, and Lessee, fire and extended
coverage insurance on the full replacement cost of all
improvements now or hereafter erected on the Premises .
9 . 02 Liability Insurance . Lessee shall , without
expense to Fort Worth, obtain and maintain or cause to be
obtained and maintained throughout the term of this Lease,
comprehensive automobile insurance (any automobile, including
owned automobiles , non-owned automobiles and hired
automobiles) , Hangarkeeper ' s Liability Insurance, Garage
Liability Insurance, if applicable, and comprehensive general
liability insurance protecting Lessee and Fort Worth, and the
officers , agents and employees of each from and against any and
all liabilities arising out of or relating to Lessee ' s use or
A01•
occupancy of, or the conduct of its operations on, the Premises
and any improvements , in such form and with such company or
companies as Fort Worth shall approve with no less then Ten
Million Dollars ($10 , 000, 000 . 00) combined single limit or its
equivalent, per occurrence, or such greater amount of such
insurance as shall be maintained by Lessee and with contractual
liability coverage for Lessee' s covenants to and
indemnification of Fort Worth under this Lease. On the
Effective Date, and at least thirty (30) days prior to the
expiration of any insurance policy or policies theretofore
provided to Fort Worth by Lessee hereunder, Lessee shall cause
an original certificate(s) of insurance to be furnished to Fort
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Worth evidencing all coverage required under this Section 9 . 02 .
00..
Such certificate(s) shall name Fort Worth, officers , employees
and agents of each as additional insureds and shall provide
that the policy or policies may not be cancelled or modified
nor the limits thereunder decreased without thirty (30) days '
prior written notice thereof to Fort Worth. Lessee shall also
provide Fort Worth with copies of such endorsements and other
evidence of the coverage set forth in the certificate of
insurance as Fort Worth may reasonably request .
9 . 03 Indemnification. Lessee shall indemnify,
defend and hold completely harmless Fort Worth and the members
( including, without limitation, members of the Fort Worth City
Council, officers , employees and agents of each) , from and
against any and all liabilities , losses, suits , claims,
demands, judgments , fines, damages, interest, penalties and
increased interest rates, costs and expenses ( including all
costs for investigation and defense thereof , including, but not
limited to court costs , expert fees and reasonable attorneys '
fees) which may be incurred by, charged to or recovered from
any of the foregoing ( i) by reason or on account of damage to
or destruction of any property of Fort Worth, or any property
of , injury to or death of any person resulting from or arising
out of the use, occupancy or maintenance of the Premises or the
Aircraft Maintenance Hangar, or the Lessee ' s operations
thereon, or the acts or omissions of Lessee ' s officers , agents ,
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employees , contractors , subcontractors, licensees or invitees ,
regardless of where the damage, destruction, injury or death
occurred, unless such liability, loss, suit, claim, demand,
judgment, fine, damage, interest, penalty, increased interest
rate, cost or expense was proximately caused solely by Fort
Worth' s negligence or willful misconduct or by the joint
negligence or willful misconduct of Fort Worth and any person
other than Lessee or Lessee' s officers , agents, employees,
contractors, subcontractors , licensees or invitees , or (ii)
arising out of the failure of Lessee to keep, observe or
perform any of the covenants or agreements in this Lease to be
kept, observed or performed by Lessee, or (iii ) by reason of,
or on account of, the loss of the exclusion from gross income
for Federal income tax purposes of interest on the Bonds
arising out of the failure of Lessee to keep, observe or
perform the covenants and agreements contained in the Lease.
Fort Worth agrees to give Lessee reasonable notice of any suit
or claim for which indemnification will be sought hereunder , to
allow Lessee or its insurer to compromise and defend the same
to the extent of its interests and to reasonably cooperate with
the defense of any such suit or claim.
ARTICLE X
DESTRUCTION OF IMPROVEMENTS BY FIRE OR OTHER CASUALTY
10 . 01 Obligations of the Parties . During the term
hereof (except during the period prior to the completion of
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Lessee ' s improvements during which Builders Risk Insurance will
a•
apply) should improvements constructed upon the Premises be
damaged or destroyed in whole or in part by fire or other
casualty, covered by Lessee ' s policy of fire and extended
coverage insurance, then Lessee shall promptly proceed to
rebuild, repair, replace or restore the same, to the extent
permitted by available insurance proceeds , as nearly as
practical to the condition of the improvements existing
immediately prior to such time. All such reconstructions ,
repairs,. replacements or restorations of the improvements that
are not Lessee' s obligation under this Lease shall be performed
by Fort Worth at its expense. The parties shall promptly
commence and diligently proceed with their respective
obligations hereunder . The expiration date of the term of this
AM
Lease shall be extended, for the period beginning with the date
of such damage or destruction which deprived Lessee of
possession of all or a substantial portion of the Premises , and
ending on the date when the reconstruction of the improvements
is ready for occupancy by Lessee.
ARTICLE XI
CONDEMNATION
In the event of the acquisition by a governmental entity
through condemnation or deed in lieu of condemnation (such
acquisition being referred to herein as a "Taking" ) of the
entire Premises, whether or not this Lease shall be terminated,
all sums including damages and interest awarded for the fee,
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leasehold or both shall be distributed and disbursed as Fort
Worth and Lessee may agree. Lessee shall be entitled to claim,
prove and receive in such condemnation proceedings such award
as may be allowed for trade fixtures and other personal
property installed by it, reasonable relocation expenditures
and loss of business and profits .
In the event of a Taking of the entire Premises , then on
the date possession thereof is required for public use the
parties hereto shall be released from any obligation thereafter
arising hereunder .
In the event of a Taking of a portion of the Premises,
all sums including damages and interest awarded for the fee,
leasehold or both shall be distributed and disbursed in the
following order of priorities :
(a) to the cost of restoring the portion of the
Premises not affected by the Taking, including the
improvements ; and
(b) to Fort Worth and Lessee the balance as they
may agree.
In the event of such a Taking of a portion of the
Premises, then (i) Fort Worth shall promptly, as its own
expense, repair and restore the portion of the Premises not
affected by the Taking ( including the improvements) , to the
extent of the available proceeds of any condemnation award, and
(ii) provided that the Aircraft Maintenance Hangar is still
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usable for its intended purpose, the Ground Rent to be paid by
Lessee shall not abate, but it shall be equitably and
proportionately adjusted following the date possession of the
portion of the Premises affected by the Taking is required for
public use. If the Aircraft Maintenance Hangar is no longer
capable of servicing B-747 type aircraft, the Ground Rent shall
abate completely for such period.
In the event Lessee is deprived of possession of all or a
substantial part of the Premises not affected by the Taking
during the period of repair or restoration, the expiration date
of the term of this Lease shall be extended, for a period equal
to the period in which such deprivation occurs unless such
extension would materially adversely affect the tax-exempt
status of the Bonds .
ARTICLE XII
ENCUMBRANCES
12 . 01 Encumbrance. Lessee may encumber its leasehold
interest in the Premises by the execution and delivery of a
mortgage. The mortgagee of any such mortgage may deliver to
Fort Worth a written notice specifying :
(a) the amount of the obligation secured by the
Mortgage and the date of the maturity or maturities thereof ; and
(b) the name and address of the mortgagee .
After receipt of such notice, Fort Worth shall serve on
mortgagee by certified or registered mail at the latest address
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furnished by such mortgagee a copy of every notice of default
or demand served by Fort Worth upon Lessee under the terms and
provisions of the Lease so long as such mortgage is in effect .
12 . 02 Mortgagee ' s Rights . Upon receipt of a notice
or demand in accordance with Section 12 . 01 above, mortgagee
shall have thirty (30) days after receipt of such notice within
which, at mortgagee ' s election, either : ( a) to cure the default
it if can be cured by the payment or expenditure of money; (b)
to perform such other action as may be necessary to cure the
default; or (c) if the default is not a default in the payment
or expenditure of money and is curable but cannot be cured
within thirty (30) days, to commence performance within such
thirty-day period and thereafter diligently to prosecute the
same to completion, in which event , the default will have been
deemed to have been cured.
12 . 03 Rights on Foreclosure. In the event of
foreclosure by mortgagee, and subject to compliance with the
applicable requirements of Section 13 . 03 below, the purchaser
at the foreclosure sale or the person acquiring Lessee ' s
interest in lieu of foreclosure shall succeed to and be bound
by all of Lessee ' s rights, interest, duties and obligations
under this Lease .
ARTICLE X111
DEFAULT, ASSIGNMENT AN•C SUuLETTING
13 . 01 Default . The occurrence of any of the
following events shall constitute a default by Lessee under
this Lease:
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(a) the failure of Lessee to make any payment of
Avill
rent or any other payment required to be made by Lessee
hereunder when due as herein provided, which failure is not
remedied within ten ( 10) business days after receipt by Lessee
of Fort Worth ' s written demand;
(b) the failure of Lessee to keep, observe or
perform any of the other covenants or agreements herein
contained to be kept , observed or performed by Lessee, and
continued failure to observe or perform any such covenant or
agreement after a period of sixty (60) days after receipt by
Lessee of Fort Worth' s written demand; provided, however, that
any such failures with respect to Subsections 4 . 08(a) and (c)
shall not constitute a default under the Lease.
In any of the aforesaid events , Fort Worth may take
immediate possession of the Premises and any improvements and
remove Lessee' s effects without being deemed guilty of
trespassing; and Fort Worth may concurrently exercise any of
the other remedies described in Section 13 . 02 below.
In the event Lessee' s non-compliance with Subsections
4 . 08(a) or (c) of this Lease results in the loss of the
exclusion from gross income for Federal income tax purposes of
interest on the Bonds , Lessee shall indemnify Fort Worth as set
forth in Section 9 . 03 of this Lease.
13 . 02 Remedies Upon Lessee ' s Default .
(a) Upon the occurrence of any default , as
defined in Section 13 . 01 above, Fort Worth, besides any other
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rights or remedies it may have, shall have the option to
immediately terminate this Lease, resume possession of the
Premises for its own account and recover immediately from the
Lessee (1) all unpaid rent that had been earned at the time of
termination of this Lease, together with (2) the worth, at the
time of the award by a court of competent jurisdiction, of the
amount by which the unpaid rent that would have been earned
after the date of termination of this Lease until the time of
award exceeds the amount of the loss of rent that Lessee proves
could have reasonably been avoided.
(b) No waiver of any covenant or condition or of
the breach of any covenant or condition of this Lease shall
constitute a waiver of any subsequent breach of such covenant
or condition, or justify or authorize the non-observance on any
other occasion of the same or of any other covenant or
condition hereof . The acceptance of rent by Fort Worth at any
time when Lessee is in default under this Lease shall not be
construed as a waiver of such default or of Fort Worth' s right
to exercise any remedy arising out of such default, nor shall
any waiver or indulgence granted by Fort Worth to Lessee be
taken as an estoppel against Fort Worth, it being expressly
understood that Fort Worth may at any time thereafter , if such
default continues, exercise any such remedy in the manner
hereinbefore provided or as otherwise provided by law or in
equity.
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(c) The rights and remedies given to Fort Worth
AM
by this Lease shall not be exclusive, and in addition thereto,
Fort Worth shall have such other rights and may pursue such
other remedies as are provided by law or in equity. All such
rights and remedies shall be deemed to be cumulative, and the
exercise of one such right or remedy by Fort Worth shall not
impair its standing to exercise any other right or remedy.
13 .03 Assignment and Subletting. Lessee shall not at
any time sublet or assign this Lease, in whole or in part, or
assign any of its rights or obligations hereunder without the
prior written consent of Fort Worth, which consent shall not be
unreasonably withheld. Any assignee shall be required, as a
condition of such assignment, to expressly assume in writing
and agree to perform all of Lessee ' s obligations under this
A.•
Lease, including the exhibits hereto. Lessee agrees that so
long as any Bonds are outstanding, any sublease entered into
pursuant to this Section 13 . 03 shall contain provisions which
prohibit any sublessee from claiming depreciation or investment
credit with respect to the Premises unless in the opinion of
nationally recognized bond counsel acceptable to Fort Worth
including provisions which permit such depreciation or
investment credit in such sublease would not adversely affect
the tax-exempt status of the Bonds .
13 . 04 Fort Worth' s Default . In the event Fort Worth
violates any of the terms of this Lease, Lessee shall provide
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Fort Worth with written notice of such violation. If Fort
Awk
Worth fails to commence to cure such violation within twenty
(20) days after the receipt of such written notice, and
thereafter pursue such cure diligently to completion, then
Lessee shall have the right to cure such violation and bring an
action for money damages arising from the Fort Worth' s
violation of the terms of the Lease .
ARTICLE XIV
OTHER PROVISIONS
14 . 01 Fort Worth' s Reserved Rights . Fort Worth
reserves the right for itself and others to utilize and
maintain utility and drainage easements over, under or across
the Premises, and to run water, sewer, electrical , telephone,
gas , drainage and other lines over, under or through the
Premises and to grant necessary utility easements therefor;
provided, however, that in the exercise of such rights ,
Lessee ' s use of the Premises and any improvements shall not be
unreasonably impaired and any damage to the Premises or any
improvements caused by Fort Worth as a result thereof shall be
repaired within a reasonable time without cost to Lessee .
14 .02 Discrimination Not Permitted .
(a) Lessee, for itself , its successors , in
interest and its assigns , as a part of the consideration
hereof , does hereby covenant and agree as a covenant running
with the land that ( i) no person on the grounds of race, color
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or national origin shall be excluded from participation in,
denied the benefits of , or be otherwise subject to
discrimination in the use of the Premises, or improvements
under the provisions of this Lease; ( ii) that in the
construction of any improvements on, over or under the Premises
and the furnishing of services thereon, no person on the
grounds of race, color or national origin shall be excluded
from participation in, denied the benefits of , or otherwise be
subject to discrimination; and (iii) that Lessee shall use the
Premises and the improvements in compliance with all other
requirements imposed pursuant to Title 49 , Code of Federal
Regulations , Department of Transportation, Subtitle A, Office
of the Secretary, Part 21, Non-discrimination in
Federally-assisted programs of the Department of
Transportation-effectuation of Title VI of the Civil Rights Act
of 1964 , and as said Regulations may be amended. Likewise,
Lessee shall comply with the laws of the State of Texas
prohibiting discrimination because of race, color , religion,
sex, national origin, age, handicap or marital status . Should
the Lessee authorize another person, with Fort Worth' s prior
written consent , to provide services or benefits upon the
Premises or the improvements, Lessee shall obtain from such
person a written agreement pursuant to which such person shall ,
with respect to the services or benefits which it is authorized
to provide, undertake for itself the obligations contained in
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Owkthis Subsection. Lessee shall upon request furnish the
original or a true copy of such agreement to Fort Worth .
(b) Fort Worth may from time to time be required
by the United States Government , the State of Texas , or one or
more of its agencies , to adopt additional or amended provisions
including non-discrimination provisions , concerning the use and
operation of the Meacham Airport, and Lessee agrees that it
will adopt any such requirements as a part of this Lease .
(c) If Lessee shall furnish any services to the
public at the Meacham Airport, Lessee shall furnish said
services on a fair , equal and not unjustly discriminatory basis
to all users thereof , and shall charge fair , reasonable and not
unjustly discriminatory prices for each unit of service,
provided that Lessee shall be allowed to make reasonable and
non-discriminatory discounts , rebates and other similar types
of price reductions to volume purchasers , if any.
(d) In the event of breach of any of the above
non-discrimination covenants, Fort Worth shall have the right
to terminate this Lease and to re-enter and repossess said
Premises and the improvements, and hold the same as if this
Lease had never been made or issued. The right granted to
Forth Worth by the foregoing sentence shall not be effective
until all applicable procedures of Title 49 , CFR Part 21 are
followed and completed, including exercise or expiration of
appeal rights .
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(e) Further, Lessee assures Fort Worth that no
AIW
person shall be excluded on the grounds or race, creed, color,
national origin or sex from participating in or receiving the
services or benefits of any program or activity covered by
Title 14 , CFR Part 152 , Subpart E, Federal Aviation
Administration, Non-discrimination in Airport Aid Program, and
that it will be bound by and comply with all other applicable
provisions of such Subpart E, as it may be amended. Lessee
also assures Fort Worth that it will require its covered
suborganizations to provide written assurances to the same
effect and upon request provide copies thereof to Fort Worth.
14 . 03 Federal Aviation Administration Requirements .
(a) Fort Worth reserves unto itself , and unto
successors and assigns , for the use and benefit of the public,
a right of flight for the passage of aircraft through the
airspace above the surface of the Premises , together with the
right to cause in said airspace such noise as may be inherent
in the operation of aircraft now known or hereafter used, and
for navigation of or flight in the said airspace, and use of
said airspace for landing on, taking off from or operating on
the Meacham Airport .
(b) Lessee expressly agrees , on behalf of itself
and its successors and assigns , to restrict the height of
structures , vegetation and other obstructions on the Premises
in compliance with the requirements of Federal Aviation
Administration Regulations, 14 CFR Part 77 .
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(c) Lessee expressly agrees, on behalf of itself
s.
and its successors and assigns, to prevent any use of the
Premises and any improvements which would interfere with or
adversely affect the operation or maintenance of the Meacham
Airport , or which would otherwise constitute a hazard at the
Meacham Airport .
14 . 04 Airport Security. Lessee shall comply with all
applicable regulations of the FAA relating to Meacham Airport
security and shall control the Premises so as to prevent or
deter unauthorized persons from obtaining access to the air
operations area of the Meacham Airport . Lessee shall pay all
fines imposed by the FAA upon Fort Worth or Lessee resulting
from a failure of Lessee to comply with such regulations or to
prevent unauthorized persons from obtaining access to the air
0001
operations area of the Meacham Airport .
14 . 05 Subordination. Lessee covenants and agrees
that this Lease shall be subject and subordinate to the
provisions of any existing or future agreement between Fort
Worth and the United States Government relative to the
operation or maintenance of Meacham Airport , the execution of
which has been or will be required as a condition precedent to
the granting of federal funds for the development of Meacham
Airport to the extent that the provisions of any such existing
or future agreements are generally required by the United
States at other civil airports receiving federal funds . In the
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event that the FAA or its successors shall require any
.►
reasonable modifications to this Lease as a condition precedent
to the granting of such federal funds , Lessee shall promptly
consent in writing to any such modifications .
ARTICLE XV
GENERAL PROVISIONS
15 . 01 Notice . All notices permitted or required to
be given under the terms of this Lease shall be in writing,
properly addressed, and sent by certified or registered mail,
postage prepaid, return receipt requested, or by courier
service providing a written record of the date of delivery, to
the address shown below or to such other address as either
party may from time to time designate by written notice .
To Fort Worth: City Manager
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
With Copy to : Director of Airport Systems
Aviation Department
Meacham Airport
Terminal Building
Suite 228
Fort Worth, Texas 76102
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To Lessee : President
Page Avjet Corporation
7380 Sand Lake Road
Suite 600
Orlando, Florida 32819
15 . 02 Fort Worth Rules and Regulations . Lessee shall
observe and comply with all reasonable rules and regulations of
Meacham Airport which now exist or may hereinafter be
promulgated from time to time governing all matters relating to
the Meacham Airport , including, without limitation, access,
use, safety and conduct of operations at the Meacham Airport
and the safe use of Meacham Airport facilities . Fort Worth
i
shall furnish a copy of all such rules and regulations , and any
amendments thereto, to Lessee.
15 . 03 Fort Worth Access to Premises . Lessee shall
grant Fort Worth and its authorized agents full and free access
to the Premises and all improvements located thereon at all
reasonable times (on at least twenty-four (24) hours ' prior
notice, except in the event of an emergency) for the purpose of
examining the same and seeing that all of the obligations of
Lessee hereunder are being met and performed, and shall permit
them to enter any building or structure on the Premises at any
time in the event of an emergency.
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15 . 04 Relationship of Parties . Nothing contained in
this Lease shall be deemed or construed by Fort Worth or Lessee
or by any third party to create the relationship of principal
and agent or of partnership or of joint venture or of any
association whatsoever between Fort Worth and Lessee, it being
expressly understood and agreed that neither the computation of
rent nor any other provisions contained in this Lease nor any
act or acts of the parties hereto shall be deemed to create any
relationship between Fort Worth and Lessee other than the
relationship of landlord and tenant .
15 . 05 No Exclusive Rights . The rights granted to
Lessee under this Lease are not exclusive, and Fort Worth
expressly reserves the right to grant to third parties rights
and privileges on other portions of the Meacham Airport which
Oak
are identical, in whole or in part, to those granted to Lessee
hereunder .
15 . 06 Miscellaneous Provisions .
(a) The section headings contained in this Lease
are inserted only as a matter of convenience and for reference,
and in no way define, limit or describe the scope or intent of
any provision of this Lease.
(b) Except as otherwise provided herein, the
provisions of this Lease shall bind and inure to the benefit of
the successors and assigns of the parties hereto .
(c) Time is expressed to be of the essence of
this Lease.
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(d) In the event that any legal proceedings at
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law or in equity arise hereunder or in connection herewith
(including any appellate proceedings or bankruptcy
proceedings) , the prevailing party shall be awarded costs ,
reasonable expert witness fees and reasonable attorneys ' fees
incurred in connection with such legal proceedings .
(e) Any right , interest or remedy which shall
have accrued during the terms of this Lease shall not be
terminated or extinguished by the expiration or earlier
termination of this Lease, but may be enforced by the party for
whose benefit such right, interest or remedy shall have accrued
in accordance with the terms of this Lease as if it had not
terminated or expired.
( f) This Lease was made in and shall be governed
by and construed in accordance with the laws of the State of
Texas . It is agreed that if any covenant , condition or
provision contained in this Lease is held to be invalid by any
court of competent jurisdiction, such invalidity shall not
affect the validity of any other covenant , condition or
provision herein contained.
(g) This Lease, together with the exhibits
attached hereto, constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof , and
any representation or statements heretofore made with respect
to such subject matter, whether verbal or written, are merged
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Oak herein. This Lease may be altered or amended only by written
instrument executed by both parties hereto .
(h) Except as otherwise expressly provided in
the Lease, all rights and remedies of Fort Worth and Lessee
herein enumerated shall be cumulative and none shall exclude
any other right or remedy allowed by law or in equity.
Likewise, except as otherwise expressly provided in the Lease,
the exercise by Fort Worth or Lessee of any remedy provided for
herein or allowed by law or in equity shall not be to the
exclusion of any other remedy.
( i) Words of gender used in this Lease shall be
held and construed to include any other gender; and words in
the singular shall be held to include the plural and vice versa
unless the context otherwise requires .
dM
( j ) At the request of either party, the other
shall with reasonable promptness deliver to the requesting
party a written and acknowledged statement that this Lease is
unmodified and in full force and effect (or if there have been
modifications , that the same is in full force and effect as
modified and stating the modifications) , and that to the best
of the responding party' s knowledge, the requesting party is
not in default under this Lease (or if the responding party has
knowledge that the requesting party is in default , identifying
the default) .
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IN WITNESS WHEREOF, the parties hereto by their duly
authorized officers have caused this Lease to be executed in
their names and their seals to be affixed hereto on the dates
set forth below their signatures .
APPROVED AS TO FORM AND LESSOR
LEGALI Y:
CITY OF FORT WORTH, TEXAS
By:
ssistant City Attorney By:
City Manager
Date: Z- -V
ATTEST:
By: By :
City Secretary M o
(OFFICIAL SEAL) - Ip�l
Contract Authorization
Date
LESSEE
PAGE AVJETORPORATION,
a Delaware corporation
By: IZ
`` L
Date:
ATTEST.
(CORPORATE SEAL)
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EXHIBIT A
Fort Worth will construct or cause to be constructed the
following items in accordance with the attached diagram:
1. Approximately 195, 525 square feet of Aircraft Ramp
capable of handling B-747 type aircraft;
2 . Taxiway to Premises;
3 . Necessary roads to the Premises;
4 . Automobile parking for at least 210 automobiles ;
5 . Deluge system storage tank and pump facilities; and
6 . Necessary utilities service to Aircraft Maintenance
Hangars .
A-1
EXHIBIT A
TAXIWAY A
TAXIWAY AA
APRON
PAVEMENT
1
AUTOMATED
f FIGHT
SERVZES
i I
PARKING
PROPOSED
MEACHAM
BLVD. EX i ENS!GV
� NOp,�N MP\N 5
APRON PAVEMEN-
SITE PLAN PHASE 1PARKING PAVEME
SCALE: 1' CO
SN
A-2
EXHIBIT B
F
(Description of Option Property)
B-1
EXHIBIT B - EXPANSION AREA PAGE 1 of 4
FIELD NOTES
FOR
PROPOSED
PAGE/AVJET LEASE SITE-OPTION
FORT WORTH MUNICIPAL AIRPORT
MEACHAM FIELD
A parcel of land out of the S. A. and M. G. Railroad Company
Survey, Abstract No. 1464, and being a portion of those certain
tracts as conveyed to the City of Fort Worth by deeds recorded in
Volume 1910 , Page 561 , and Volume 3472 , Page 130 , Deed Records ,
Tarrant County, Texas , also being a portion of Fort Worth
Municipal Airport , Meacham Field, more particularly described
using the Texas Coordinate System, North Central Zone,
coordinates and bearings as follows:
COMMENCE at a point in the north line of 38th Street and the west
line of North Main Street , said point being an easterly southeast
corner of Meacham Field, THENCE: NORTH 4,515 . 13 feet and WEST
2 ,316. 81 feet to the POINT OF BEGINNING, said beginning point
being the northwest corner of existing Texas Jet Lease Site A.
said beginning point also being in the Building Restriction Line,
775 .0 feet easterly of , and perpendicular to the centerline of
Runway R34/16L, the coordinates of said beginning point are X =
2 ,043 , 372 . 48 , Y = 421 , 462 . 57 ;
THENCE: With said Building Restriction Line, and with a line
775 .0 feet easterly of , and parallel with said centerline, North
08 degrees 09 minutes 56 seconds West , 1 ,701 . 5 feet to a point
for the northwest corner of the herein described lease:
THENCE: North 81 degrees 50 minutes 04 seconds East , 436.32
feet , to a point in the curved westerly line of a proposed access
road, and from which the center of said curve bears South 50
degrees 36 minutes 53 seconds West , a radius distance of 1,727 .13
feet ;
THENCE: Southeasterly with said curve to the right , and with the
westerly line of said road, an arc distance of 552 . 55 feet, to
its end;
THENCE: Continuing with said line, South 21 degrees 03 minutes
18 seconds East , 25 . 23 feet , to a point ;
THENCE: South 81 degrees 44 minutes 34 seconds West , at 25 . 41
feet , pass the northeast corner of the Automated Flight Services
Lease Site, in all 255 . 41 feet , to the northwest corner of said
lease;
THENCE: With the west line of said lease, South 08 degrees 15
minutes 26 seconds East , 370 .0 feet , to its southwest corner;
EXHIBIT B - EXPANSION AREA PAGE 2 of 4
THENCE: With the south line of said lease, North 81 degrees 44
minutes 34 seconds East , at 230 .0 feet , pass its southeast
corner, in all 339 . 52 feet , to a point in the curved westerly
line of said road, and from which the center of said curve bears
North 68 degrees 36 minutes 56 seconds East , a radius distance of
3 ,897 . 25 feet ;
THENCE: Southeasterly with said curve to the left , and with said
westerly line, an arc distance of 156. 45 feet , to a point of
reverse curvature, and from which the center of said reverse
curve bears South 66 degrees 18 minutes 56 seconds West a radius
distance of 20 .0 feet ;
THENCE: Southwesterly with said curve to the right , and
continuing with said line, an arc distance of 30 . 18 feet , to it 's
end;
THENCE: Continuing with said line, South 62 degrees 46 minutes
08 seconds West , 53 . 79 feet , to the beginning of a curve, and
from which the center of said curve bears South 27 degrees 13
minutes 52 seconds East , a radius distance of 322 . 53 feet;
THENCE: Southerly with said curve to the left , and continuing
with said line, an arc distance of 782 .08 feet , to a point in the
north line of Texas Jet Lease Site "B" ;
THENCE: With the North line of said lease sites "A" and "B" ,
South 81 degrees 50 minutes 48 seconds West , 693 .01 feet , to the
PLACE OF BEGINNING, and containing 21 . 1509 acres, or 921, 333
square feet of land, more or less;
SAVE AND EXCEPT: The following described portion of the above
described lease;
A parcel of land out of the S. A. and M. G. Railroad Company
Survey, Abstract No. 1464, and being a portion of those certain
tracts as conveyed to the City of Fort Worth by deeds recorded in
Volume 1910 , Page 561 , and Volume 3472 , Page 130 , Deed Records ,
Tarrant County, Texas, also being a portion of Fort Worth
Municipal Airport , Meacham Field, more particularly described
using the Texas Coordinate System, North Central Zone,
coordinates and bearings as follows :
COMMENCE at a point in the north line of 38th Street and the west
line of North Main Street , said point being an easterly southeast
corner of Meacham Field, THENCE: NORTH 4812 .05 feet and WEST
2358 . 62 feet to the POINT OF BEGINNING, said beginning point
being in the Building Restriction Line, 775.00 feet easterly of ,
and perpendicular to the centerline of Runway R34/16L, the
coordinates of said beginning point are X = 2 ,043 ,329. 88 , Y =
421 ,759. 45;
EXHIBIT B - EXPANSION AREA PAGE 3 of 4
THENCE: With said Building Restriction Line, and with a line
775.0 feet easterly of , and parallel with said centerline, North
08 degrees 09 minutes 56 seconds West , 490 .0 feet to a point ;
THENCE: North 81 degrees 50 minutes 04 seconds East , 200 .0 feet,
to a point ;
THENCE: South 08 degrees 09 minutes 56 seconds East , 230 .0 feet ,
to a point;
THENCE: North 81 degrees 50 minutes 04 seconds East , 280 .0 feet ,
to a point ;
THENCE: North 08 degrees 09 minutes 56 seconds West , 211 . 7 feet ,
to a point;
THENCE: South 81 degrees 44 minutes 34 seconds West , 111 . 24 feet ,
to a point ;
THENCE: North 08 degrees 15 minutes 26 seconds West , 75 .0 feet ,
to a point;
THENCE: South 81 degrees 44 minutes 34 seconds West , 70 .0 feet ,
to a point ;
THENCE: North 08 degrees 15 minutes 26 seconds West , 180 .0 feet ,
to a point;
THENCE: North 81 degrees 44 minutes 34 seconds East , 95.0 feet ,
to a point in the West line of the Automated Flight Services
Lease Site;
THENCE: With the west line of said lease, South 08 degrees 15
minutes 26 seconds East , 230 .0 feet , to its southwest corner:
THENCE: With the south line of said lease, North 81 degrees 44
minutes 34 seconds East , at 230 .0 feet , pass its southeast
corner, in all 339.52 feet , to a point in the curved westerly
line of a proposed access road, and from which the center of said
curve bears North 68 degrees 36 minutes 56 seconds East , a radius
distance of 3 ,897 . 25 feet .
THENCE: Southeasterly with said curve to the left , and with said
westerly line, an arc distance of 156. 45 feet , to a point of
reverse curvature, and from which the center of said reverse
curve bears South 66 degrees 18 minutes 56 seconds West , a radius
distance of 20.0 feet ;
THENCE: Southwesterly with said curve to the right , and
continuing with said line , an arc distance of 30 . 18 feet , to it 's
end;
EXHIBIT B - EXPANSION AREA PAGE 4 of 4
THENCE: Continuing with said line, South 62 degrees 46 minutes
08 seconds West , 53 . 79 feet , to the beginning of a curve, and
from which the center of said curve bears South 27 degrees 13
minutes 52 seconds East , a radius distance of 322 . 53 feet ;
THENCE: Southerly with said curve to the left , and continuing
with said line, an arc distance of 443 . 34 feet , to a point ;
THENCE: South 81 degrees 50 minutes 04 seconds West , 294. 31 feet ,
to a point ;
THENCE: North 61 degrees 17 minutes 43 seconds West , 75 feet ,
to a point ;
THENCE: South 81 degrees 50 minutes 04 seconds West 140 .0 feet ,
to the place of beginning, and containing 6. 4374 acres , or
280, 413 square feet of land, more or less , leaving a net area of
14 . 7135 acres , or 640 ,920 square feet .
The above described lease being subject to all easements or
right-of-ways for canals , pipelines , or public roads, or F.A.A.
restrictions, City Building Codes or Ordinances , or any part in
conflict with any Federal , State, of Local Laws , Ordinances , or
Regulation, whether or not any of the above be duly recorded or
, , . unrecorded.
EXHIBIT C
(Description of Fort Worth required requests
for Option Property)
Fort Worth agrees , under the terms and provisions of
this Lease, to provide the following items for the Option
Property in accordance with the attached diagram:
1 . Approximately 233 , 500 square feet of Aircraft Ramp
capable of handling B-747 type aircraft;
2 . Automobile parking for at least 430 automobiles; and
3 . Necessary utilities service to Aircraft Maintenance
Hangars located on the Option Property.
C-1
EXHIBIT C
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EXHIBIT D - "PREMISES" PAGE 1 of 2
FIELD NOTES
FOR
PROPOSED
PAGE/AVJET LEASE SITE-PHASE 1
FORT WORTH MUNICIPAL AIRPORT
MEACHAM FIELD
A parcel of land out of the S. A. and M. G. Railroad Company
Survey, Abstract No. 1464, and being a portion of those certain
tracts as conveyed to the City of Fort Worth by deeds recorded in
Volume 1910, Page 561 , and Volume 3472 , Page 130 , Deed Records ,
Tarrant County, Texas , also being a portion of Fort Worth
Municipal Airport , Meacham Field, more particularly described
using the Texas Coordinate System, North Central Zone,
coordinates and bearings as follows :
COMMENCE at a point in the north line of 38th Street and the west
line of North Main Street , said point being an easterly southeast
corner of Meacham Field, THENCE: NORTH 4812 .05 feet and WEST
2358. 62 feet to the POINT OF BEGINNING, said beginning point
being in the Building Restriction Line, 775.00 feet easterly of,
and perpendicular to the centerline of Runway R34/16L, the
coordinates of said beginning point are X = 2 ,043, 329.88, Y =
421 ,759. 45;
THENCE: With said Building Restriction Line, and with a line
775.0 feet easterly of , and parallel with said centerline, North
08 degrees 09 minutes 56 seconds West , 490.0 feet to a point for
the northwest corner of the herein described lease;
THENCE: North 81 degrees 50 minutes 04 seconds East , 200 .0 feet ,
to a point ;
THENCE: South 08 degrees 09 minutes 56 seconds East , 230 .0 feet ,
to a point;
THENCE: North 81 degrees 50 minutes 04 seconds East , 280 .0 feet ,
to a point;
THENCE: North 08 degrees 09 minutes 56 seconds West , 211 .7 feet ,
to a point;
THENCE: South 81 degrees 44 minutes 34 seconds West , 111 . 24 feet ,
to a point;
THENCE: North 08 degrees 15 minutes 26 seconds West , 75.0 feet ,
:.;. to a point;
THENCE: South 81 degrees 44 minutes 34 seconds West , 70.0 feet ,
to a point ;
EXHIBIT D - "PREMISES" PAGE 2 of 2
THENCE: North 08 degrees 15 minutes 26 seconds West , 180 .0 feet ,
to a point;
THENCE: North 81 degrees 44 minutes 34 seconds East , 95 .0 feet ,
to a point in the West line of the Automated Flight Services
Lease Site;
THENCE: With the west line of said lease, South 08 degrees 15
minutes 26 seconds East , 230 .0 feet , to its southwest corner:
THENCE: With the south line of said lease, North 81 degrees 44
minutes 34 seconds East , at 230 .0 feet , pass its southeast
corner, in all 339. 52 feet , to a point in the curved westerly
line of a proposed access road, and from which the center of said
curve bears North 68 degrees 36 minutes 56 seconds East , a radius
distance of 3 ,897 . 25 feet .
THENCE: Southeasterly with said curve to the left , and with said
westerly line, an arc distance of 156. 45 feet , to a point of
reverse curvature, and from which the center of said reverse
curve bears South 66 degrees 18 minutes 56 seconds West , a radius
distance of 20 .0 feet;
THENCE: Southwesterly with said curve to the right , and
continuing with said line, an arc distance of 30 . 18 feet , to it' s
end;
THENCE: Continuing with said line, South 62 degrees 46 minutes
08 seconds West , 53 .79 feet , to the beginning of a curve, and
from which the center of said curve bears South 27 degrees 13
minutes 52 seconds East, a radius distance of 322 . 53 feet ;
THENCE: Southerly with said curve to the left , and continuing
with said line, an arc distance of 443. 34 feet , to a point;
THENCE: South 81 degrees 50 minutes 04 seconds West , 294. 31 feet ,
to a point;
THENCE: North 61 degrees 17 minutes 43 seconds West , 75 feet ,
to a point ;
THENCE: South 81 degrees 50 minutes 04 seconds West 140 .0 feet ,
to the place of beginning, and containing 6. 4374 acres, or
280,413 square feet of land, more or less.
The above described lease being subject to all easements or
right-of-ways for canals, pipelines, or public roads , or F.A.A.
restrictions , City Building Codes or Ordinances , or any part in
conflict with any Federal , State, of Local Laws, Ordinances, or
Regulation, whether or not any of the above be duly recorded or
unrecorded, and all other utility liens or easements hereafter created on the
Premises at such location as is acceptable to Lessee.
Ck. i of Fort Worth, E -as
Mayor and Council Communication
+FP,9 2X%RET50ff WTH
DATE NUMBER CE 65HMWICN FOR AIRCRAFT N1AINTENA%KM PAGE 3
2-27-90 C-12194 OPERATIONS AT MEACHAM AIRPORT AMID FOR
Reccnw endation•
It is recccmiended that the City Council authorize the City Manager to:
1) execute an agreement with Page Avjet Corporation for the lease of property
at Fort Worth Meacham Airport under the terms and conditions described
below;
2) approve the construction of certain improvements at Meacham Airport, as
described below;
3) Approve the transfer of $2,326,000 from the Capital Projects Reserve
Fund 10, Project No. 010001, Unspecified, to Aviation Improvements -
Capital Projects Fund 24, Project No. 43800, Meacham/Page Avjet
Improvements, to pay for the construction of improvements;
4) Direct that lease payments from Page Avjet Corporation, originally set at
$137,000 annually, be transferred from the Aviation Fund to the Capital
Projects Reserve Fund until $2,326,000 is restored in the Capital Projects
Reserve Fund.
Discussion:
Page Avjet Corporation ( "Page") , headquartered in Orlando, Florida, whose pri-
mary business is providing maintenance services for commercial and corporate
type aircraft, has expressed its desire to construct a facility for these pur-
Oses at Meacham Airport, pursuant to a proposed lease agreement containing the
following terms:
I. Hangar Construction:
Initially, as Phase I of this project, Page will construct and maintain at its
expense an aircraft maintenance facility hangar capable of servicing Boeing 747
type aircraft. Page will be responsible for maintenance and landscaping of the
hangar facility, according to plans and specifications approved by the City.
Page will also have the ability to expand its facility by building two addi-
tional hangars (Phase II and III), if it exercises an option to lease additional
land adjacent to the original site.
It is anticipated that Sunbelt Industrial Development Corporation ( "Sunbelt")
will issue bonds to finance the construction of Page's aircraft maintenance
facility hangars. If such bonds are issued, the obligation to pay the debt
service on the bonds will be the sole obligation of Page, and will not be an
obligation of the City.
II. Site Improvements:
In conjunction with the hangar's construction, the City will construct and main-
tain at its expense the following improvements to serve the Phase I lease site:
DATE REFERENCE ��iit' TRATION FOR AIRCRAFT MNI14TENANCE. 2 qac 5
NUMBER
2-27-90 C-12194 OPERATIONS AT 3EACHAM AIRPORT AND FOR of
CTTY CONS SITE IMPROVZLyr-aNLO
1. Necessary ram;
2. Taxiway;
3. Roads;
4. Automobile parking lots;
5. Deluge system storage tank and pump; and
6. Necessary utilities service to the hangar.
In addition to site improvements required solely for the Page Avjet lease, addi-
tional work is required at Meacham Airport to remove eleven fuel storage tanks.
These tanks are approximately forty years old and need to be replaced to reduce
the risk of environmental pollution. Although these tanks require removal
separate and apart frau the Page lease, removal must take place in conjunction
with the Page site improvement work. Replacing the eleven tanks with five new
tanks will adequately serve fuel storage needs met by the old tanks. Estimated
cost for tank removal is $120,000.00 and estimated cost for purchase and.
installation of five new tanks is $375,000.00.
Site improvements and fuel tank removal and replacement is estimated to cost
$2,600,000.00. Page will contribute a one-time payment of $274,000.00 toward
defraying the cost of site improvements resulting in a new cost to the City of
$2,326,000.00
III. Leased Premises:
For Phase I, the City will lease to Page approximately 227,500 square feet of
unimproved land for a period of twenty (20) years, with an option to renew the
Phase I lease for two additional terms of five (5) years each. Page will pay
rent as follows:
Years 1 and 2 - 0
Years 3 through 5 - $137,000.00 annually (in monthly payments) .
Years 6 through 30 - 10% of fair market value of unimproved land
annually (in monthly payments) , but in no
event shall the annual rental ever be less
than $137,000.00. Reappraisal for rent
determination shall be made in years 6, 11,
16, 21, 26 . Following each reappraisal,
the rent shall remain constant for a period
of five years.
If Page is required to pay ad valorem taxes, Page shall be given a dollar for
dollar credit for the City's portion of the tax revenues (approximately 45%)
against the $137,000.00 annual rental obligation for Phase I rental.
IV. Option for Phases II and III:
Page shall have a ten-year lease option for Phases II and III property for the
annual sum of $1.00. In the event that the City constructs the ramp improve-
ments for Phases II and III, the option period will be reduced to a period of
five years from the date of the constriction of the ram improvements, or a
period for the balance of the ten-year option, whichever canes first. Site
improvements necessary for the Phases II and III lease area (excluding hangars)
are to be made by the City, when and if funds become available during the
ten-year option period.
DATE REFERENCEC7: PAGE
NUMBER WORATION FOR AIRCRAFT N&L=MWCE 3 3
2-27-90 C-12194
OPERATIONS AT MEACBAM AIRPORT AND FOR �- --
For Phases II and III leasehold, the City will lease to Page approximately
693,833 square feet of unimproved land for a period of twenty (20) yeah for
each phase, with an option to extend the lease on each phase for an additional
tern of ten (10) years. Page will pay rent as follows:
10% of fair market value of
unimproved land annually 0% - Years 1- 5
(in monthly payments) . 25% - Years 6-10
Reappraisal for rent
determination shall be made in
years 6, 11, 16, 21, 26. times (x) 50% - Years 11-15
Following each reappraisal, the 75% - Years 16-20
rent shall remain constant for
a period of five years. 100% - Years 20-30
V. Fixed Base Operations:
In addition to the above, Page shall have the right, but not the obligation, to
construct a fixed base operation at Meacham Airport at any time during the tern
of the lease. Such right, conditioned upon the availability of sufficient
airport land, will be subject to all existing requirements for fixed base
operators at Meacham Airport, including the payment of rent and fees equal to
those paid by other fixed base operations at Meacham Airport.
Financincf
Sufficient funds are available for transfer frau the Capital Projects Reserve
Fund 10, Project No. 010001, Unspecified, Cash Balance. Upon completion of the
recommended transfer from this account to Aviation Improvements - Capital
Projects Fund 24, Project 43800, Meacham/Page Avjet Improvements funds will be
available to provide for the identified site improvements and fuel storage tank
removal and replacement. The cash balance in Capital Projects Reserve Fund 10,
Project No. 010001-00, Unspecified, will be $525,447 after this transfer.
WWW:i
SUBMITTED FOR THE
OITY FFICEABYGER'S William Wood C 122 DISPOSITION APPROVED
ORIGINATING
O CIL: PROCESSED BY
V OTHER (DESCRIBE)
DEPARTMENT HEAD: Bob Burke 624-1127 CITY SECRETARY
FOR ADDITIONAL INFORMATION
CONTACT: Bob Burke 624-1127 DATE
AMENDMENT OF CITY SECRETARY CONTRACT NO. 17700
STATE OF TEXAS §
COUNTY OF TARRANT §
This Contract is made by and between Page Avjet Corporation,
acting herein by and through Vincent DeLuca, its duly authorized
President, and the City of Fort Worth, acting by and through
Ramon Guajardo, its duly authorized Assistant City Manager.
WHEREAS, on February 27 , 1990 , Page Avjet Corporation,
hereinafter called "Lessee" , and the City of Fort Worth,
hereinafter called "Fort Worth" , made and entered into City
Secretary Contract No. 17700 , Fort Worth Aircraft Maintenance
Hangar Facility Agreement , for lease of property at Fort Worth
Meacham Airport; and
WHEREAS, the parties thereto now mutually desire to amend
said City Secretary Contract No. 17700 , to modify certain
provisions regarding description of and amount of square footage
included in the leased premises and other property described in
the lease;
NOW, THEREFORE, THIS CONTRACT FURTHER WITNESSETH:
1.
That City Secretary Contract No. 17700 , on file in the
office of the City Secretary of the City of Fort Worth, is
hereby amended by substituting in lieu of Exhibit "B" thereof , a
revised Exhibit B, attached hereto and incorporated herein and
made a part of City Secretary Contract No. 17700 for all
purposes .
1
2 .
City Secretary Contract No. 17700 is hereby amended by
substituting in lieu of Exhibit "D" thereof a revised Exhibit
"D" , attached hereto and incorporated herein and made a part of
City Secretary Contract No. 17700 for all purposes .
3.
City Secretary Contract No. 17700 is amended by changing
Article VI , Sec. 601 (b) to read as follows :
"(b) For the purpose of computing the annual Ground Rent
payable under this Lease, Fort Worth and Lessee agree that the
Premises comprise approximately 311,680 square feet and that the
initial annual Ground Rent rate is calculated as follows:
Years 1 and 2 - 0
years 3 through 5 - $137 ,000 .00 annually (in monthly
payments) .
Years 6 through 30 - 10% of fair market value of the
Premises disregarding all the
improvements (regardless of when and
by whom those improvements are made)
thereon annually (in monthly
payments) , but in no event shall the
annual rental ever be less than
$137 ,000 .00 . Reappraisal for rent
determination shall be made in years
6 , 11 , 16 , 21 , 26. Following each
reappraisal , the rent shall remain
2
constant for a period of five years . "
4 .
All other provisions , covenants, recitals , terms and
conditions of City Secretary Contract No. 17700 on file in the
office of the City Secretary of the City of Fort Worth, which are
not expressly amended herein, shall remain in full force and
effect .
IN WITNESS WHEREOF, the parties hereto have made and
executed this agreement this day of 1990 , in
Fort Worth, Tarrant County, Texas.
ATTEST: CITY OF FORT WORTH
City Secretary By: Ramon Guajardo
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
Date:
ATTEST: PAGE AVJET CORPORATION
By: Vincent DeLuca
President
3
EXHIBIT "B"
PAGE 1 0= 5
FIELD NOTES (REVISED)
FOR
PROPOSED
PAGE/AVJET LEASE SITE - OPTION
FORT WORTH MUNICIPAL AIRPORT
MEACHAM FIELD
Being a tract of land situated in the S. A. and M. G. Railroad Company Survey,
Abstract No. 1464, Tarrant County, Texas and being a portion of those certain
tracts as conveyed to the City of Fort Worth by deed recorded in Volume 1910,
Page 561 and Volume 3472, Page 130, County Records, Tarrant County, Texas and
also being a portion of Fort Worth Municipal Airport, Meacham Field, and being
more particularly described by metes and bounds as follows:
COMMENCING at an easterly southeast corner of Meacham Field, said point being
the intersection of the north line of 38th Street with the west line of North
Main Street;
THENCE NORTH, 4515.13 feet;
THENCE WEST, 2316.81 feet to the POINT OF BEGINNING, the northwest corner of
existing Texas Jet Lease Site "A" , in the Building Restriction line, 775.00 feet
easterly of and perpendicular to the centerline of runway R34/16L, the
coordinates of said point of beginning are X - 2,043,372.78, Y - 421,462.57 ,
(State Plane Coordinate System, North Central Zone) ;
THENCE N 08° 09' 56" W, 1701.50 feet along said Building Restriction line and
along a line 775.00 feet easterly of and parallel to said centerline;
THENCE N 810 50' 04" E, 436.32 feet to a point in the westerly line of a proposed
Access Road, the beginning of a non-tangent curve to the right whose radius point
bears S 500 36' 53" W, 1727.13 feet;
THENCE 552.55 feet along the arc of said non-tangent curve to the right and along
the westerly line of said proposed Access Road through a central angle of
18° 19' 49" , a radius of 1727.13 feet and a long chord of S 30° 13' 12" E, 550.20
feet;
THENCE S 21° 03' 18" E, 25.23 feet continuing along the westerly line of said
proposed Access Road;
THENCE S 81° 44' 34" W, 255.41 feet to the northwest corner of Automated Flight
Services Lease Site;
THENCE S 08° 15' 26" E, 316.15 feet along the west line of said lease site;
THENCE N 810 50' 04" E, 166.86 feet;
C&B No. 89042207F
10/24/90
Page 1 of 5
890422.FNO
EXHIBIT "B"
PACE 2 OF
THENCE S 08° 09' 56" E, 49.51 feet;
THENCE S 74° 13' 32" E, 10.00 feet;
THENCE N 81° 44' 34" E, 125.46 feet to the beginning of a non-tangent curve to
the left whose radius point bears N 16° 20' 18" W, 595.00 feet;
THENCE 37.22 feet along the arc of said non-tangent curve to the left through
a central angle of 03° 35' 04" , a radius of 595.00 feet and a long chord of
N 71° 52' 10" E, 37.22 feet to a point once again in the westerly line of a
proposed Access Road, the beginning of a non-tangent curve to the left, whose
radius point bears N 68° 42' 43" E, 3897.25 feet;
THENCE 163.00 feet along the arc of said non-tangent curve to the left and along
the westerly line of said proposed Access Road through a central angle of
02° 23' 47" , a radius of 3897.25 feet and a long chord of S 22° 29' 11" E, 162.99
feet to the beginning of a reverse curve to the right;
THENCE 30.18 feet along the arc of said reverse curve to the right and continuing
along said westerly line through a central angle of 86° 27' 34" , a radius of
20.00 feet and a long chord of S 19° 32' 43" W, 27.40 feet;
THENCE S 62° 46' 08" W, 53.79 feet, continuing along said westerly line, to the
beginning of a curve to the left;
THENCE 782.08 feet along the arc of said curve to the left through a central
angle of 138° 56' 01" , a radius of 322.53 feet, and a long chord of
S 06° 41' 53" E, 604.08 feet;
THENCE S 81° 50' 48" W, 693.01 feet to the POINT OF BEGINNING and containing
21.360 acres of land, more or less, SAVE AND EXCEPT the following described
portion of the above described lease;
Being a parcel of land situated in the S. A. and M. G. Railroad Company Survey,
Abstract No. 1464, Tarrant County, Texas and being a portion of those certain
tracts as conveyed to the City of Fort Worth by deed recorded in Volume 1910,
Page 561 and Volume 3472, Page 130, County Records, Tarrant County, Texas and
also being a portion of Fort Worth Municipal Airport, Meacham Field, and being
more particularly described by metes and bounds as follows:
COMMENCING at an easterly southeast corner of Meacham Field, said point being
the intersection of the north line of 38th Street with the west line of North
Main Street;
THENCE NORTH, 4515.13 feet;
C&B No. 89042207F
10/24/90
Page 2 of 5
890422.FNO
EXHIBIT "B"
PAGE 3 OF 5
THENCE West, 2316.81 feet to the northwest corner of existing Texas Jet Lease
Site "A" , in the Building Restriction line, 775.00 feet easterly of and
perpendicular to the centerline of runway R34/16L, the coordinates of said point
are X — 2,043,372.48 , Y — 421,462.57 (State Plane Coordinate System, North
Central Zone) ;
THENCE N 080 09' 56" W, 522.00 feet along said Building Restriction line and
along a line 775.00 feet easterly of and parallel to said centerline, to the
POINT OF BEGINNING;
THENCE N 08° 09' 56" W, 490.00 feet continuing along said Building Restriction
line and along a line 775.00 feet easterly of and parallel to said centerline;
THENCE N 81° 50' 04" E, 290.00 feet;
THENCE N 08° 09' 56" W, 43.00 feet;
THENCE N 810 50' 04" E, 103.31 feet to a point in the westerly line of Automated
Flight Services Lease Site;
THENCE S 080 15' 26" E, 204.59 feet along the westerly line of said Lease site;
THENCE N 81° 50' 04" E, 166.86 feet;
THENCE S 08° 09' 56" E, 49.51 feet;
THENCE S 74° 13' 32" E, 10.00 feet;
THENCE N 810 44' 34" E, 125.46 feet to the beginning of a non-tangent curve to
the left whose radius point bears N 16° 20' 18" W, 595.00 feet;
THENCE 37 .22 feet along the arc of said non-tangent curve to the left through
a central angle of 03° 35' 04", a radius of 595.00 feet and a long chord of
N 71° 52' 10" E, 37.22 feet to a point in the westerly line of a proposed Access
Road, the beginning of a non-tangent curve to the left whose radius point bears
N 680 42' 43" E, 3897 .25 feet;
THENCE 163.00 feet along the arc of said non-tangent curve to the left and along
the westerly line of said proposed Access Road through a central angle of
02° 23 ' 47" , a radius of 3897.25 feet and a long chord of S 22° 29' 11" E, 162.99
feet to the beginning of a reverse curve to the right;
THENCE 30.18 feet along the arc of said reverse curve to the right and continuing
along said westerly line through a central angle of 86° 27' 34" , a radius of
20.00 feet and a long chord of S 19° 32' 43" W, 27.40 feet;
THENCE S 62° 46' 08" W, 53.79 feet, continuing along said westerly line, to the
beginning of a curve to the left;
C&B No. 89042207F
10/24/90
Page 3 of 5
890422 .FNC
EXHIBIT "B"
PAGE 4 OF 5
THENCE 200.74 feet along the are of said curve to the left and continuing along
said westerly line through a central angle of 35° 39' 39" , a radius of 322.53
feet and a long chord of S 44° 56' 18" W, 197.52 feet;
THENCE S 81° 50' 04" W, 403 .81 feet;
THENCE N 61° 46' 31" W, 62.11 feet;
THENCE S 81° 50' 04" W, 96.71 feet to the POINT OF BEGINNING and containing
311,680 square feet or 7.155 acres of land, more or less, leaving a net area of
618,752 square feet or 14.205 acres of land.
The above described lease being subject to all easements or rights-of-way for
canals, pipelines, or public roads, or F.A.A. restrictions, City Building Codes
or Ordinances, or any part in conflict with any Federal, State, or Local Laws,
Ordinances or Regulations, whether or not any of the above be duly recorded or
unrecorded.
C&B No. 89042207F
10/24/90
Page 4 of 5
890422.FNO
>� Z
LEASE SITE - OPTION
a ID 618, 752 S. F.
14. 205 AC.
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LEASE SITE
' 31 t, 680 S. F.
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TEXAS Jr-7 LEASE S 1 TE le
TEXAS J`T LEASE i
SITE 'A' 11
SCALE 1-- 260'
CARTER & BURGESS, INC. mos= DATE 10-24-90 SHT. NG.
ENGINEERS - PLANNERS PAGF-/AVJET LEASE SITE-OPTION DRAWN AJC G. C.
BM2911M. 131%% T6117l1oil)735-Tc1I PALIE/AVJET LEASE 8111:-PHAGE i
GWI SAYOT f8. /21fTE 700/FIXSi01'TL TWIN/11171774-7010 n
3U NP.F V TWU SM/9A7i ISM nk TL 75711/I71u57R17fo SITUATED IN THE S. A. AND hL G. RAILROAD D:S I GNt—y JOB NO
��0011®t COMPANY SURVEY. ABSTRACT NC. 1464. CITYTLEr =
0* FORT WORTh, TARRANT, COUNTY. TEXAS. CH=C,K_D J. K. 890422
-
07=
10/29/90 09l 4 V s 46
OS31 1 140, 10 890422EXH. DGN
EXHIBIT "D"
PAGE 2 OF 3
FIELD NOTES (REVISED)
FOR
PROPOSED
PAGE/AVJET LEASE SITE - PHASE I
FORT WORTH MUNICIPAL AIRPORT
MEACHAM FIELD
Being a parcel of land situated in the S. A. and M. G. Railroad Company Survey,
Abstract No. 1464, Tarrant County, Texas and being a portion of those certain
tracts as conveyed to the City of Fort Worth by deed recorded in Volume 1910,
Page 561 and Volume 3472, Page 130, County Records, Tarrant County, Texas and
also being a portion of Fort Worth Municipal Airport, Meacham Field, and being
more particularly described by metes and bounds as follows:
COMMENCING at an easterly southeast corner of Meacham Field, said point being
the intersection of the north line of 38th Street with the west line of North
Main Street;
THENCE NORTH, 4515.13 feet;
THENCE West, 2316.81 feet to the northwest corner of existing Texas Jet Lease
Site "A" , in the Building Restriction line, 775.00 feet easterly of and
perpendicular to the centerline of runway R34/16L, the coordinates of said point
are X — 2,043,372.48, Y — 421,462.57 (State Plane Coordinate System, North
Central Zone) ;
THENCE N 080 09' 56" W, 522.00 feet along said Building Restriction line and
along a line 775.00 feet easterly of and parallel to said centerline, to the
POINT OF BEGINNING;
THENCE N 08° 09' 56" W, 490.00 feet continuing along said Building Restriction
line and along a line 775.00 feet easterly of and parallel to said centerline;
THENCE N 81` 50' 04" E, 290.00 feet;
THENCE N 08° 09' 56" W, 43.00 feet;
THENCE N 81° 50' 04" E, 103.31 feet to a point in the westerly line of Automated
Flight Services Lease Site;
THENCE S 08" 15' 26" E, 204.59 feet along the westerly line of said Lease site;
THENCE N 81° 50' 04" E, 166.86 feet;
THENCE S 08° 09' 56" 'E, 49.51 feet;
C&B No. 89042207F
10/24/90
Page 1 of 2
890422.FNI
EXHIBIT "D"
PAGE 2 OF 3
THENCE S 74° 13' 32" E, 10.00 feet;
THENCE N 81° 44' 34" E, 125.46 feet to the beginning of a non-tangent curve to
the left whose radius point bears N 16° 20' 18" W, 595.00 feet;
THENCE 37.22 feet along the arc of said non-tangent curve to the left through
a central angle of 03° 35' 04" , a radius of 595.00 feet and a long chord of
N 71' 52' 10" E, 37.22 feet to a point in the westerly line of a proposed Access
Road, the beginning of a non-tangent curve to the left whose radius point bears
N 68° 42' 43" E, 3897.25 feet;
THENCE 163.00 feet along the arc of said non-tangent curve to the left and along
the westerly line of said proposed Access Road through a central angle of
02° 23' 47" , a radius of 3897.25 feet and a long chord of S 22° 29' 11" E, 162.99
feet to the beginning of a reverse curve to the right;
THENCE 30.18 feet along the arc of said reverse curve to the right and continuing
along said westerly line through a central angle of 86° 27' 34" , a radius of
20.00 feet and a long chord of S 19° 32' 43" W, 27.40 feet;
THENCE S 62° 46' 08" W, 53.79 feet, continuing along said westerly line, to the
beginning of a curve to the left;
THENCE 200.74 feet along the arc of said curve to the left and continuing along
said westerly line through a central angle of 35° 39' 39" , a radius of 322.53
feet and a long chord of S 440 56' 18" W, 197.52 feet;
THENCE S 81° 50' 04" W, 403.81 feet;
THENCE N 610 46' 31" W, 62.11 feet;
THENCE S 81° 50' 04" W, 96.71 feet to the POINT OF BEGINNING and containing
311,680 square feet or 7.155 acres of land, more or less.
The above described lease being subject to all easements or rights-of-way for
canals, pipelines, or public roads , or F.A.A. restrictions , City Building Codes
or Ordinances , or any part in conflict with any Federal, State, or Local Laws ,
Ordinances or Regulations, whether or not any of the above be duly recorded or
unrecorded, and all other utility liens or easements hereafter created on the
Premises at such location as is acceptable to Lessee.
C&B No. 89042207F
10/24/90
Page 2 of 2
890422.FNI
Z
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LEASE SITE — OPTION
® 618, 752 S. F. >
14. 205 AC.
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LEASE SITE — PHASE 1
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OR
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I
CARTER & BURGESS, INC. P�ROPOS� DA'-- 10-2A-90 SHT. N0.
ENGINEERS - PLANNERS PACE/AVJET LEABSE srm-oPTION
AND DRAWN G. C.
II UYV ,✓r.VITZ XO
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fool error ne. /S:;Ir Sao/►o1.s�ow r>L nax/�iln��4-to+o
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N00 AVLE V UTLE OW/SJITE W/UA L4 TL MIS A214JSM-12116 SITUATED I N THE S. A. 00 W. C. RA I LROAO
COM?ANY SURVEY. ABSTRACT NO. 1464, CITY
iELix2l/!01®1 OF FOR. WORTH. TARRANT COUNTY, TEXAS. CHECKED . . F. K. 890422-07r
10/29/90 091 4 it 46
OS31 1 140, 13 890422=Xh. DGN
City of Fort Worth, Texas
Mayor and Council Communication
DAT3 REFERENCE NUMBER LOG NAME PAGE
10/11/94T C-14520 55PAGE 1 of 2
SUBJECT AMENDMENT TOM & C C-12194 RELATING TO THE LEASE AGREEMENT WITH
PAGE AVJET CORPORATION AT MEACHAM AIRPORT
RECOMMENDATION:
It is recommended that the City Council:
1 . Amend M&C C-12194, dated January 27, 1990, as follows:
A. Amend Recommendation No. 3 to read:
"Approve the loan of $2,326,000.00 from Capital Projects Reserve Fund 10, Project No.
010001 , Unspecified, to Aviation Improvements-Capital Projects Fund 24, Project No.
43800, Meacham/Page Avjet Improvements,to pay for the construction of improvements";
B. Amend Recommendation No. 4 to read:
"Direct that annual payments of not less than $137,000.00 be made from the Aviation
Fund to the Capital Projects Reserve Fund as loan payments until $2,326,000.00 is repaid
to the Capital Projects Reserve Fund."
2. Ratify and clarify that the City Council's approval of M&C C-12194, is the authorization of
a loan of $2,326,000.00, from the Capital Project Reserve Fund, to the Airport Fund, at
0% interest, to be repaid from the Aviation Fund to the Capital Project Reserve Fund in
annual loan payment of not less than $137,000.00, until the loan is repaid.
DISCUSSION:
On February 27, 1990, City Council approved Mayor and Council Communication (M&C) No.
C-12194 (copy attached) which approved a lease agreement with Page Avjet Corporation for
aircraft maintenance operations at Meacham Airport and for city constructed site improvements
related to the agreement. The M&C was the authorization for City Secretary Contract No. 17700
with Page Avjet Corp.
Included in the approved M&C was the authorization for the City Manager to: "Direct that lease
payments from Page Avjet Corporation, originally set at $137,000 annually, be transferred from
the Aviation Fund to the Capital Projects Reserve Fund until $2,326,000 is restored in the Capital
Projects Reserve Fund."
The Federal Aviation Administration (FAA) has notified the City's Department of Aviation (DOA)
of a finding of an audit conducted on airport revenues by the U.S. Department of Transportation
Office of Inspector General (OIG). The finding indicated that the above referenced M&C
Printed on recycled paper
City of Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NIMERNAME PAGE
10/11/94 :If
C44520 55PAGE 1 2 of 2
SUBJECT AMENDMENT TOM & C C-12194 RELATING TO THE LEASE AGREEMENT WITH
PAGE AVJET CORPORATION AT MEACHAM AIRPORT
authorization is interpreted by the OIG as a diversion of aviation revenue and, as such, is in
violation of Section 511 (a) (12) of the Airport and Airways Improvement Act of 1982, as
amended (AAIA). Accordingly, any diversion of aviation revenue places the City in a position of
noncompliance with FAA grant assurances and jeopardizes future federal participation in airport
improvements.
Although the OIG acknowledges that the current revenue from Page Avjet is deposited as airport
revenue in the airport fund, the OIG feels that the current M&C recommendation must be
changed or clarified in order to preclude any future City Council from diverting the revenue to the
Capital Projects Reserve Fund. As a result, the OIG recommends that an M&C be approved to
reflect that all past, present and future revenue derived from the Page Avjet lease agreement be
credited to the aviation fund.
Therefore, it is recommended that M&C No. C-12194, be amended to clarify that the transfer
of $2,326,000.00 from the Capital Projects Reserve Fund to the Aviation Improvements- Capital
Projects Fund 24, is a loan, which is to be repaid from the Aviation Fund to the Capital Projects
Reserve Fund in annual payments of not less than $137,000.00.
FISCAL INFORMATION / CERTIFICATION:
The Administration Section of the Department of Aviation is responsible for the collection of all
revenues due the City under this agreement.
RG:I
Submitted for City Manager's FUND ACCOUNT CEN'T'ER AMOUNT crry SECRETARY
Office by: (to) APPROVED
PTi40 491352 0552001 $137,000.00 My COUNCIL
Ramon Guajardo 6109
Originating Department Head: OCT II 1994
A. M. Rivera 5400 (from) d,
c4t�Fof we
For Additional Information City of rw War 1.Tem
Contact:
A. M. Rivera 5400
IC Printed on recycled paper