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HomeMy WebLinkAboutContract 31991 CITY SECRETARY SPINKS AIRPORT CONTRACT NO. U/Cp/— GROUND LEASE AGREEMENT DEERE &COMPANY This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager, and DEERE & COMPANY ("Lessee"), a Delaware corporation acting by and through Tim Carstens, its duly authorized Manager of Marketing Services. In consideration of the mutual covenants, promises and obligations contained herein, Lessor and Lessee agree as follows: 1. PROPERTY LEASED. Lessor hereby leases to Lessee certain unimproved land at Fort Worth Spinks Airport ("Airport") identified and depicted on Exhibit "A," attached hereto and hereby made a part of this Lease for all purposes(the"Premises"). 2. TERM. The term of this Lease shall commence on July 15, 2005 ("Effective Date") and expire on September 15, 2005, unless terminated earlier as provided herein. This term shall apply to the entirety of Lessee's Premises, whether leased as of the Effective Date or added to the Premises at a later date. 3. RENT. Lessee shall pay Lessor a total rental amount of Five Thousand Dollars ($5,000.00) to lease the Premises. The rental amount shall include all amounts for rental of the premises. Lessee shall pay One Thousand Six Hundred Sixty Seven and 00/100 Dollars ($1,667.00) due upon execution of this lease agreement. Lessee shall pay One Thousand Six Hundred Sixty Seven and 00/100 Dollars ($1,667.00) due on or before August 1, 2005. Lessee shall pay the final One Thousand Six Hundred Sixty Six and 00/100 Dollars ($1,666.00) on or before August 15,2005. 4. MAINTENANCE AND REPAIRS. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee agrees that, except as otherwise expressly provided herein, all trade fixtures, furnishings, equipment and other personal property of every kind or description which are brought on to the Premises by Lessee after the effective date of this Lease shall be Deere&Company Ground Lease c Spinks Airport Pagel of 9 ,� �,7 at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations. 5. INSPECTION 5.1 Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct any such inspection during ordinary business hours. 5.2 During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal state or local laws,rules or regulations. 6. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for purposes related to Lessee's 2005 Farm Show Agricultural Initiative. Such purposes shall be agreed upon by Lessor and Lessee and changed as necessary. No changes in the use of the premises shall be made unless agreed to by Lessor and Lessee. 7. RIGHTS AND RESERVATIONS OF LESSOR Lessor reserves the right to temporarily close the Airport or any of its facilities for maintenance,improvements, safety or security of either the Airport or the public, or for any other cause deemed necessary by Lessor. In this event,Lessor shall in no way be liable for any damages asserted by Lessee,including,but not limited to, damages from an alleged disruption of Lessee's business operations. Any temporary closure of the Leased Premises shall be limited to safety or security of the Airport or the public, or for any necessary maintenance issues as determined by the City. 8. INSURANCE. 8.1 Lessee shall procure and maintain at all times,in full force and effect, a policy or policies of insurance as specified in this Section 8,naming the City of Fort Worth as an additional insured and covering all risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: • Commercial General Liability: $5,000,000 per occurrence, • Automobile Liability: Deere&Company Ground Lease Spinks Airport Page 2of9 ��V •;?v.c��; uii( $1,000,000 per accident, including,but not limited to, coverage on any automobile used in Lessee's operations on the Premises; 8.2 As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. 9. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 10. LIABILITY AND INDEMNIFICATION. LESSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S) OR OMISSION(S) OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND/OR SUBLESSEES. IN ADDITION, LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES, FROM AND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OF ANYKIND,INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S) OR OMISSION(S) OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND/OR SUBLESSEES. LESSEE ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO THE PREMISES WHICH ARISE Deere&Company Ground Lease Spinks Airport Page 3 of 9 r OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,ITS SERVANTS,AGENTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA PERTAINING TO AIRPORT SECURITY ON THE PREMISES iVHICHIS RELATED TO LESSEE'S OPERATIONS THEREON. 11. TERMINATION AND DEFAULT Either party shall have the right to terminate this lease agreement at any time upon thirty(30) days written notice to the other party for a material breach of this Agreement. Upon termination or expiration of this Lease, all rights,powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Not later than the tenth calendar day following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment,materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises,by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's lawful termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder, excluding such acts of Lessor's negligence which cause direct damages to Lessee. 12. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: For Rent: For All Other Matters: City of Fort Worth City of Fort Worth Revenue Office Aviation Department 1000 Throckrnorton 4201 N. Main St. Ste. 200 Fort Worth TX 76102 Fort Worth TX 76106 Deere&Company Ground Lease " �.J S inks Airport Page 4 of 9 To LESSEE: Deere&Company Tim Carstens Manager of Marketing Services One John Deere Place Moline,Illinois 61265 13. ASSIGNMENT AND SUBLETTING. 13.1 Lessee shall not assign, sell, convey, sublease or transfer any of its rights,privileges, duties or interests granted by this Lease without the advance written consent of Lessor,which consent shall not be unreasonably withheld or delayed. 13.2 If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder,including payment of rentals, fees and charges. 14. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all applicable federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by Lessor, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. In the event Lessor becomes aware that Lessee is not in compliance with the aforementioned regulation, Lessor will notify Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, and Lessee shall immediately desist from and correct the violation. 15. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person Deere&Company Ground Lease Spinks Airport a r, Page 5 of IOOIII���� SII shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee agrees to furnish its accommodations and to price its goods as and services as applicable on a fair and equal basis to all persons. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 16. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease,Lessor does not waive or surrender any of its governmental powers. 17. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 18. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 19. SEVERABILITY. If any provision of this Lease shall be held to be invalid,illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease,but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts,national disasters,wars, riots,material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 21. HEADINGS NOT CONTROLLING. — �. (.4 Deere&Company Ground Lease Spinks Airport Page 6 of 9 MY `;*''ii^i�;QQ1fi Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 22. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties. [SIGNATURES DAMEDIATELY FOLLOW ON NEXT PAGE] Deere&Company Ground Lease { )i` '' Spinks Airport 9 U�1 % `' Page 7 of 9 �{ IN TNESS )WREOF,the parties hereto have executed this Lease in multiples, this 'day of I , , �, , 2005. CITY WO DEERE & COMPANY By: By: Marc tt Tim Carstens Assistant City Manager Manager of Marketing Services ATTEST: ATT70�0 By: By: �. City Secretary 01TICIAL SEAL APPROVED AS TO FORM AND LEGALITY: ' L C- TATPON FNGTARY f'1,1�56.lC-;�yl'/1`TE®F ILLIN®ISCOMIM1:8ION EXPIRES 3.5-2Cos i Assistant City Attorney M& C: Deere&Company Ground Lease Spinks Airport Page 8 of STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared i I0; tZ, r , (name), Y hAd L)-C- _A.; .(title) of Deere & Company, known to me to be the person whose namlej is subscribed o the foregoing instrument, and acknowledged to me that the same was the act of Deere & Company, and that he executed the same as the act of Deere & Company, for the purposes and consideration therein expressed and in the capacity therein stated. Y GIVEN UNDER MY HAND AND SEAL OF OFFICE this _2 P day of 2005. 5 �oFrlclnL SEALvw KOAl NN FHATON f NOTARY PUBLIC-STATE OF ILLINOIS ( n My COMMISSION EXPIRES 3-5.2006 Notary Public in and for the State of Te� STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Marc Ott, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of t , itc-LQ -2002= ! Notary Public m and for the State of Texas rF HETTIE LANE ' MY COMMISSION EXPIRES July 26,2007 Deere&Company Ground Lease Spinks Airport y , Page 9 of 9 — —� M&C Review Page I of 2 C flea'site of tPie City of Fort\%orti,,Te— CITY COUNCIL AGENDA FoK1 WOxrll COUNCIL ACTION: Approved on 5/17/2005 DATE: 5/17/2005 REFERENCE NO.: **C-20737 LOG NAME: 55JOHN DEERE CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Lease Agreement with Deere and Company for the Use of Agricultural Land at Spinks Airport for the Purpose of Constructing and Demonstrating Agricultural Equipment in Conjunction with the 2005 John Deere Expo at the Fort Worth Convention Center RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a lease agreement with Deere and Company for the use of approximately 44 acres of agricultural land at Fort Worth Spinks Airport. DISCUSSION: Deere and Company proposes to use approximately 44 acres of unimproved land, for a fee of $5,000.00, on the east side of Fort Worth Spinks Airport. Deere and Company will be using this site to build and demonstrate agricultural equipment that will be presented at the 2005 John Deere Expo to be held at the Fort Worth Convention Center. Deere and Company will be using the property for a sixty day term. The term will begin on July 15, 2005 and end on September 15, 2005. All agreement terms will be in accordance with City policies. The proposed area is adjacent to FM 1187 and the use of the property will not have an adverse effect on aviation activities at Fort Worth Spinks Airport. The property is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue office of the Finance Department will be responsible for the collection and deposit of funds due to the City under this agreement. TO Fund/Account/Centers FROM Fund/Account/Centers PE40 491412 0551201 $5,000.00 Submitted for City Manager's Office by: Marc Ott (8476) Originating Department Head: Mike Feeley (5403) Additional Information Contact: Mike Feeley (5403) http://apps.cfwnet.org/council packet/mc_review.asp?ID=3985&councildate=5/17/2005 4/26/2017 M&C Review Page 2 of 2 ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=3985&councildate=5/17/2005 4/26/2017