HomeMy WebLinkAboutContract 33809 d i I l 6r-CRETA 1 1
CONTRACT No.�21
UNIMPROVED GROUND LEASE
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
This UNIMPROVED GROUND LEASE AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a home rule
municipal corporation organized under the laws of the State of Texas, acting by and through its
duly authorized Assistant City Manager, and TEXAS JET PARTNERS, L.P. ("Lessee") a
Texas Limited Partnership, acting by and through its duly authorized Managing Partner,
sometimes collectively referred to as the"Parties."
RECITALS
The following introductory provisions are true and correct and form the basis of this
Agreement:
A. On or about February 24, 1978, Lessor and Marshall Young Oil Company entered into City
Secretary Contract ("CSC") No. 9749, a lease of real property at Fort Worth Meacham
International Airport ("Airport") known as lease site 18N (1118N"), which was later amended by
CSC No. 12088; Lessor then consented to an Assignment of the Lease by Marshall Young Oil
Company to Don Davis Investments,pursuant to CSC No. 21408; Lessor subsequently consented to
another Assignment of the Lease by Don Davis Investments to Reed W. Pigman, Jr., individually,
(collectively, "Previous Lessee(s)").
B. On or about August 4, 1978, Lessor and Previous Lessee entered into CSC No. 9960, a
lease of real property at the Airport known as lease sites 23N, 24N, and 36N ("23N, 24N, 36N,"
respectively).
C. On or about July 16, 1981, Lessor and Previous Lessee entered into CSC No. 11813, a
lease of real property at the Airport known as lease sites 25N, 26N, 27N, 28N, 29N, 30N ("25N-
30N").
D. Lease sites 18N, 23N, 24N, 36N, and 25N-30N shall hereinafter and collectively be
referred to as the"Leased Premises," and CSC Nos. 9749, 9960 and 11813 shall hereinafter and
collectively be referred to as the"Previous Lease."
E. On or about March 28, 2006, pursuant to CSC No. 33362, Lessor consented to the
assignment of all of Previous Lessees' rights, title and interest in the Leased Premises to Lessee.
F. In exchange for significant improvements to the leased premises, and to simplify
Lessee's lease agreements, Lessee has requested, and the City has consented, to cancel all terms
and conditions of the Previous Lease enter into a New Lease Agreement (the "Lease") with
Lessee to bundle all portions of the Leased Premises under the Lease.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
obligations contained herein,the parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee approximately 719,341.52 square feet of unimproved
ground space at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant
County, Texas, ("Premises"), as shown in Exhibit "A," attached hereto and hereby made a part
of this Lease for all purposes.
2. TERM OF LEASE.
The term of this Lease shall commence on October 1, 2006 ("Effective Date") and
expire at 11:59 P.M. on September 30, 2031, unless terminated earlier as provided herein. If
Lessee holds over after the expiration of the term of this Lease, this action will create a month-
to-month tenancy. In this event, for and during the holdover period, in addition to the standard
base rental rate in effect at the end of the term of the lease, Lessee agrees to pay a monthly
premium equal to ten percent (10%) of that standard base rental rate until such time as either a
new lease agreement is executed, or the Lessee vacates the premises.
3. RENT.
3.1. Annual Rent for Premises.
Lessee shall commence the payment of rent on the Effective Date of this Lease
and continue as follows:
3.1.1 From the Effective Date until September 30, 2008, Lessee shall pay Lessor
annual rent in the amount of One Hundred Five Thousand Eighty One and 24/100 Dollars
($105,081.24), which will be payable in twelve monthly installments of Eight Thousand
Seven Hundred Fifty Six and 77/100 Dollars ($8,756.77).
3.1.2 From October 1, 2008 until September 30,2011, Lessee shall pay Lessor
annual rent in the amount of One Hundred Nine Thousand One Hundred Forty Eight and
16/100 Dollars ($109,148.16),which will be payable in twelve monthly installments of
Nine Thousand Ninety Five and 68/100 Dollars ($9,095.68).
3.1.3 From October 1, 2011 until September 30,2013, Lessee shall pay Lessor
annual rent in the amount of One Hundred Twenty Three Thousand Five Hundred Eighty
Seven and 04/100 Dollars ($123,587.04),which will be payable in twelve monthly
installments of Ten Thousand Two Hundred Ninety Eight and 92/100 Dollars
($10,298.92).
3.1.4 From October 1, 2013 until September 30, 2021, Lessee shall pay Lessor
annual rent in the amount of One Hundred Twenty Eight Thousand Sixty and 16/100
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Dollars ($128,060.16),which will be payable in twelve monthly installments of Ten
Thousand Six Hundred Seventy One and 68/100 Dollars ($10,671.68).
3.1.5 On October 1, 2021, Lessee's rental rate shall be adjusted to equal the then-
current Unimproved Ground Rental Rate prescribed by the Schedule of Rates and
Charges for the type or types of property at the Airport similar to the type or types of
property that comprise the Premises.
3.2 Rent Adiustments.
On October 1, 2022 and on October 1st of each year thereafter, Lessee's rental rate shall
be subject to increase by Lessor to reflect the upward percentage change, if any, in the Consumer
Price Index ("CPI") for the Dallas/Fort Worth Metropolitan Area, as announced by the United
States Department of Labor or successor agency during the preceding twelve-month period
("CPI Change"). If there is no CPI Change or the CPI Change is downward, the rental rate for
the Premises shall remain constant until the following October 1St. In no event shall the rental
rate for the Premises ever be adjusted downward or ever exceed the Schedule of Rates and
Charges for the type or types of property at the Airport similar to the type or types of property
that comprise the Premises.
3.3 Five-Year Adjustments.
In addition to the Annual Rent Adjustments, on October 1, 2026, and every fifth (5) year
thereafter for the remainder of the term of the Lease, rent shall automatically be adjusted to equal
the then-current rates prescribed by the Schedule of Rates and Charges for the type or types of
property at the Airport similar to the type or types of property that comprise the Premises.
3.4. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month. Payments
must be received during normal working hours by the due date at the location for Lessor's
Revenue Office set forth in Section 14. Rent shall be considered past due if Lessor has not
received full payment after the tenth (10th) day of the month for which payment is due. Without
limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty
charge of ten percent (10%)per month on the entire balance of any overdue rent that Lessee may
accrue.
4. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use
of all utilities service to all portions of the Premises and for all other related utilities expenses,
including, but not limited to, deposits and expenses required for the installation of meters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, installation,
maintenance or repair of any and all utilities serving the Premises, including, but not limited to,
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water, sanitary sewer, electric, gas and telephone utilities. In addition, Lessee agrees that all
utilities, air conditioning and heating equipment, and other electrically-operated equipment
which may be used on the Premises, shall fully comply with Lessor's Mechanical, Electrical,
Plumbing, Building and Fire Codes ("Codes"), as they exit at the time of issuance of the
Certificate of Occupancy. After the issuance of the Certificate of Occupancy, Lessee shall not be
required to make any changes or modifications for compliance pursuant to this section, unless
such changes or modifications are required by the respective Code(s), as applicable.
5. MAINTENANCE AND REPAIRS.
5.1. Maintenance and Repairs by Lessee.
5.1.1. 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 will, at Lessee's sole cost and expense, make all repairs necessary to
prevent the deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all structures, including, but not limited to, doors, windows and
roofs, and all fixtures, equipment, modifications and pavement on the Premises. Lessee shall be
responsible for all damages caused by Lessee, its agents, servants, employees, contractors,
subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such
damages at Lessee's sole cost and expense.
5.1.2. Lessee agrees that, except as otherwise expressly provided herein, all
improvements, trade fixtures, furnishings, equipment and other personal property of every kind
or description which may at any time be on the Premises shall be at Lessee' sole risk or at the
sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such
property or loss suffered by lessee's business or business operations, which may be caused by the
bursting, overflowing or leaking of Lessee's sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors,
or from causes of any other matter.
5.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA").
In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all
ADA requirements.
5.3. Inspection.
5.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or
employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct
any such inspection during Lessee's ordinary business hours and shall use its best efforts to
provide Lessee at least twenty-four(24)hours notice prior to inspection.
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Texas Jet Partners,L.P.
Page 4
5.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in
writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30)
calendar days following receipt of such notice and to then complete such maintenance or repair
work within a reasonable time, considering the nature of the work to be done. If Lessee fails to
begin the recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such
maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the
cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's
next monthly rent payment following completion of the maintenance or repairs.
5.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its governmental
duties under federal state or local laws,rules or regulations.
5.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or
her authorized agents that are necessary to bring the Premises into compliance with the City of
Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions
exist at the time of issuance of the Certificate of Occupancy. After the issuance of the Certificate
of Occupancy, Lessee shall not be required to make any changes or modifications for compliance
pursuant to this section, unless such changes or modifications are required by the respective
Code(s), as applicable. Lessee shall maintain in proper condition accessible fire extinguishers of
a number and type approved by the Fire Marshal or his or her authorized agents for the particular
hazard involved.
5.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal, state
and local environmental regulations or standards. Lessee agrees that it has inspected the
Premises and is fully advised of its own rights without reliance upon any representation made by
Lessor concerning the environmental condition of the premises. LESSEE,AT ITS SOLE COST
AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE
REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR
LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR INVITEES.
6. CONSTRUCTION AND IMPROVEMENTS.
6.1. Mandatory Improvements.
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Not applicable
6.2 Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations or improvements
on the Premises in addition to those required by Section 6.1. However, Lessee may not initiate
any kind of modification, renovation or improvement on or to the Premises after construction of
the Mandatory Improvements is completed unless it first submits all plans, specifications and
estimates for the costs of the proposed work in writing and also requests and receives in writing
approval from the Director of Airport Systems or his or her authorized designee, which such
approval shall not be unreasonably withheld. Lessee covenants and agrees that it shall fully
comply with all provisions of Section 6 of this Lease in the performance of any such
discretionary modifications,renovations or improvements.
6.3. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform with the Airport's
architectural standards and must also receive written approval from the City's Departments of
Development, Engineering and Transportation and Public Works. All plans, and specifications
for discretionary improvements shall be submitted to all governmental agencies as appropriate,
and all work shall conform to all federal, state and local laws, ordinances, rules and regulations
in force at the time that the plans are presented for review.
6.4. Documents.
Lessee shall supply the Director of Airport Systems or his or her authorized designee
with comprehensive sets of documentation relative to any modification, renovation, construction
or improvement, including, at a minimum, as-built drawings of each project within sixty (60)
days after completion of construction. As-built drawings shall be new drawings or redline
changes to drawings previously provided to the Director of Airport Systems or his or her
authorized designee. Lessee shall supply the textual documentation in computer format as
requested by Lessor.
6.5. Bonds Required of Lessee.
Prior to the commencement of any mandatory or discretionary modification, renovation,
improvement or new construction, Lessee shall deliver to Lessor a bond, executed by a corporate
surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full
amount of each construction contract or project. The bonds shall guarantee (i) satisfactory
compliance by Lessee with all requirements, terms and conditions of this Lease, excluding rental
payments, including, but not limited to, the satisfactory completion of the respective
modifications, renovations, construction projects or improvements, and (ii) full payments to all
persons, firms, corporations or other entities with whom Lessee has a direct relationship for the
performance of such modifications, renovations, construction projects or improvements.
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In lieu of the required bond, and excluding rental payments, Lessee may provide Lessor
with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125%of the
full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall
not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial
institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit
Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit
shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to
complete the respective modifications, renovations, construction projects or improvements, or if
claims are filed by third parties on grounds relating to such modifications, renovations,
construction projects or improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit.
6.6. Bonds Required of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code, Chapter 2253,
as amended, to cover the costs of all work performed under such contractor's contract for such
modifications, renovations, improvements or new construction. Lessee shall provide Lessor with
copies of such bonds prior to the commencement of such modifications, renovations,
improvements or new construction. The bonds shall guarantee (i) the faithful performance and
completion of all construction work in accordance with the final plans and specifications as
approved by the City and (ii) full payment for all wages for labor and services and of all bills for
materials, supplies and equipment used in the performance of the construction contract. Such
bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor,
Section 6.5 shall apply.
6.7. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account
or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee serves as its
own contractor, verification that Lessee has completed construction work or (ii), where Lessee
uses a contractor, receipt of the contractor's invoice and verification that the contractor has
completed its work and released Lessee to the extent of Lessee's payment for such work,
including bills paid, affidavits and waivers of liens.
7. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only.
Lessee is hereby prohibited from the provision, without limitation, of the following concessions:
ground transportation for rent or hire, including taxi and limousine services; food sales (except
catering for aircraft);barber and valet services; alcoholic beverage sales; sales of pilot supplies;
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Texas Jet Partners,L.P.
Page 7
newsstands; and gift and other retail shops. However, Lessee may install and operate vending
machines on the Premises for use by Lessee, its customers and its employees.
S. SIGNS .
Lessee may, at its sole expense and with the prior written approval of the Director of
Airport Systems or his or her authorized designee, install and maintain signs on the Premises
related to Lessee's business operations. Such signs, however, must be in keeping with the size,
color, location and manner of display of other signs at the Airport. Lessee shall maintain all
signs in a safe, neat, sightly and physically good condition.
9. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
9.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to, the right to
prevent Lessee from erecting or permitting to be erected any building or other structure which, in
the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or
diminish the capability of existing or future avigational or navigational aids used at the Airport.
9.2. Lessor reserves the right to temporarily close the Airport or any of its facilities for
maintenance, improvements, safety, security of either the Airport or the public, or for any reason
deemed an emergency by Lessor. Except in the event of an emergency, Lessor will provide
Lessee written notice of any planned closing of the Airport at least forty-eight (48) hours in
advance thereof. In any event of closing, whether planned or for an emergency, Lessor shall
coordinate or cooperate with Lessee to minimize the adverse impact upon Lessee, but 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.
9.3. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal funds for
the development, maintenance or repair of Airport infrastructure.
9.4. During any war or national emergency, Lessor shall have the right to lease any
part of the Airport, including its landing area, to the United States Government. In this event,
any provisions of this instrument which are inconsistent with the provisions of the lease to the
Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by
Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from
pursuing any rights it may have for reimbursement from the United States Government.
9.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to the
Sponsor's Assurances given by Lessor to the United States Government through the Federal
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Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall
be subordinate to the Sponsor's Assurances.
9.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Lessee's rights shall additionally be subject to all
rights granted by any ordinance or statute which allows utility companies to use publicly-owned
property for the provision of utility services. However, if any such easement or right of way is
granted, Lessor will utilize its best efforts to minimize any impairment on Lessee's ability to use
the Lease Premises.
10. INSURANCE.
10.1. Types of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies
of insurance as specified in Section 10 of this Lease, 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:
3. Property:
Fire and Extended Coverage on all improvements at full replacement cost limit;
4. Commercial General Liability:
$1,000,000 per occurrence,
including products and completed operations;
5. Automobile Liability:
$1,000,000 per accident,
including, but not limited to, coverage on any automobile used in Lessee's operations
on the Premises;
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
10.2. Adiustments to Required Coverage and Limits.
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Insurance requirements, including additional types of coverage and increased limits on
existing coverages, are subject to change at Lessor's option when necessary to cover Lessee's
operations at the Airport. Lessee will accordingly comply with such new requirements within
thirty (30) days following notice to Lessee. Such notice to Lessee shall provide reasonable
evidence of the necessity for such new insurance requirements.
10.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor
with appropriate certificates of insurance signed by the respective insurance companies as proof
that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby
covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance
policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance.
In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained
such coverage in full force and effect.
10.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in the
State of Texas. The policy or policies of insurance shall be endorsed to cover all of Lessee's
operations at the Airport and to provide that no material changes in coverage, including, but not
limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty
(30) days'prior written notice to Lessor.
11. 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, 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.
12. 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 OR CHARACTER, INCLUDING DEATH,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS
USE OF OR OPERATIONS ON THE PREMISES UNDER THIS LEASE, EXCEPT TO
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THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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 ANY KIND OR CHARACTER, 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, WHETHER REAL OR ASSERTED, ARISING OUT OF
OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
LESSEE ASS UMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES
OR ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION
WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE 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 RELATING
TO AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LESSEE'S
OPERATIONS THEREON AND SHALL COOPERATE WITH LESSOR IN THE
IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPORT.. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA
REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM
THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT
FROM THE PREMISES.
13. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
13.1. Failure by Lessee to Pay Rent, Fees or Other Charges.
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If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall
deliver to Lessee a written invoice and notice to pay the invoice within thirty(30) calendar days.
If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to
terminate this Lease immediately.
13.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor
shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall
have thirty(30) calendar days following such written notice to cure, commence to cure, adjust or
correct the problem to the standard existing prior to the breach, and shall continue said efforts in
a conscientious manner until said default is cured. If Lessee fails to cure, or undertake to cure,
the breach or default within such time period, Lessor shall have the right to terminate this Lease
immediately
13.3. Failure to Construct Mandatory Improvements.
Not applicable.
13.4 Lessee's Financial Obligations to Lessor upon Termination, Breach or
Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for
any breach or default as provided in Sections 13.1 or 13.2 of this Lease, then subject to offsets
for rents received by Lessor subsequent to the breach, Lessee shall be liable for and shall pay to
Lessor all rent due Lessor up to the date of termination as well all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by
Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease.
13.5. Rights of Lessor Upon Termination or Expiration.
Title to all improvements on the Premises and all fixtures and other items attached to any
structure on the Premises has already passed to Lessor. Upon Termination of this Lease by
Lessor in accordance herewith, all rights, powers and privileges granted to Lessee hereunder
shall cease and Lessee shall vacate the Premises. Within twenty(20) days following the effective
date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools,
machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the Premises, by
force if necessary, and to remove any and all parties and property remaining on any part of the
Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents,
servants, employees or representatives, which may stem from Lessor's lawful termination of this
Lease or any act incident to Lessor's lawful assertion of its right to terminate or Lessor's lawful
exercise of any rights granted hereunder.
PAgreement
Unim roved Ground Lease
Texas Jet Partners,L.P. r V,�
Page 12 CITY
c�l���� /=`U°1�U
14. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or(2) deposited in the United States Mail, postage prepaid, addressed
as follows:
To LESSOR:
For Rent: For All Other Matters:
CITY OF FORT WORTH DEPTARTMENT OF AVIATION
REVENUE OFFICE 4201 N Main St Suite 200
1000 THROCKMORTON STREET Fort Worth, TX 76106
FORT WORTH TX 76106-6312
To LESSEE:
Reed Pigman, Jr.
Texas Jet Partners, L.P.
200 Texas Way
Fort Worth TX 76106-2782
15. ASSIGNMENT AND SUBLETTING.
15.1. In General.
Lessee shall have the right to sublease all or portions of the Premises as provided by and
in accordance with Section 7 of this Lease. Otherwise, Lessee shall not assign, sell, convey,
sublease or transfer the entirety of its rights,privileges, duties or interests granted by this Lease
without the advance written consent of Lessor's City Council.
15.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and agreements set
forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall
be bound by the terms and conditions of this Lease the same as if it had originally executed this
Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not
relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges.
16. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the property
Unimproved Ground Lease Agreement
Texas Jet Partners,L.P.
Page 13
of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall
liquidate and discharge the same within thirty(30) days of such creation or filing. Lessee's
failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor
may terminate this Lease upon thirty(30) days' written notice. However, Lessee's financial
obligation to Lessor to liquidate and discharge such lien shall continue in effect following
termination of this Lease and until such a time as the lien is discharged.
17. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
18. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any use of the Premises prohibited
by published law. Lessee further agrees that it shall not permit its officers, agents, servants,
employees, contractors, subcontractors,patrons, licensees or invitees to engage in any use of the
Premises prohibited by published law, and Lessee immediately shall remove from the Premises
any person engaging in such activities in violation of published law. Use of the Premises by
Lessee itself in violation of published law shall constitute an immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances,rules and
regulations of Lessor; all rules and regulations established by the Director of Airport Systems;
and all rules and regulations adopted by the City Council pertaining to the conduct required at
airports owned and operated by the City,as such laws, ordinances, rules and regulations exist or
may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee shall promptly desist from and correct the violation.
19. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis
of race, color,national origin, religion,handicap, sex, sexual orientation or familial status.
Lessee further agrees for itself, its personal representatives, successors in interest and assigns
that no person shall be excluded from the provision of any services on or in the construction of
any improvements or alterations to the Premises on grounds of race, color, national origin,
religion, handicap, sex, sexual orientation or familial status.
Lessee agrees that it will not deny services to any person or entity on the basis of any
protected classification or status; provided,however, that as a commercial business, Lessee
retains the right to provide its services and/or adjust its pricing in accordance with standard
Unimproved Ground Lease Agreement
Texas Jet Partners,L.P.
Page 14ll �51� f�14r t�4�
commercial business practices. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by
Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
20. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at the Airport.
21. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
22. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to
insist upon appropriate performance or to assert any such right on any future occasion.
23. 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.
24. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees or
charges,or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys
fees, and the prevailing party shall not be entitled to recover attorneys' fees.
Unimproved Ground Lease Agreement g r.,1 x ty
Texas Jet Partners,L.P. pp44tl�Jdti � a.ty
Page 15 `CITY � L:�i� iL�`� �
25. 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.
26. 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.
27. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
28. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein
by reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of Lessor.
Execution of this Lease hereby terminates CSC Nos. 9749, 9960, and 11813.
Unimproved Ground Lease Agreement
Texas Jet Partners,L.P.
Page 16
IN WITNESS WHEREOF the parties hereto have executed this Lease in multiples, this
day of 11U 2006.
ITY OF FORT W T
B
t:
arc
Assistant City Manager
Date: D 0
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
City of Fort Worth, and that he executed the same as the act of 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,-2 day of ,
2006.
HET IE LADE NotaryPublic in and for the State of Texas
PLAY COMMISSION EXPIRES
July 26,2007
APPROVED AS T FORM AND LEGALITY: ATTEST:
By: By:
Assistant City Attorney City Secretary ,
Date: j IOW Date: IN I \�- :3 ,
M&C: C-21396; Approved 4/11/06
4 d , '�:'t'
Unimproved Ground Lease Agreement ,; FIC" ;.,!
Texas Jet Partners,L.P. ia?
Page 17 `' v 1s 2
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TEXAS J> T PARN ,4,.P. ATTEST:
By. By
Reed Pigman,Jr`. A [Name] o LLAx)AJ5
Managing
gPartner [Title]
Date: � ' - `':�4 C�� [Date]
STATE OF TEXAS §
COUNTY OF TARR.ANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Reed Pigman, Jr., 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
Texas Jet Partners, L.P., and that he executed the same as the act of Texas Jet Partners,L.P.,
for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this old"` day of�lr� ,
2006.
rotary Public in and for the State of Texas
�vMv
LMOKE
MY {
MOV 16.2010
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/11/2006
DATE: Tuesday, April 11, 2006
LOG NAME: 55TX JET BUNDLE REFERENCE NO.: **C-21396
SUBJECT:
Authorize Termination of City Secretary Contract Nos. 11813, 9749 and 9960 with Texas Jet, Inc.,
for Unimproved Ground Lease Sites 25N-30N, 18N, 23N, 24N and 36N at Fort Worth Meacham
International Airport and Execute New Unimproved Ground Lease Agreement for Lease Sites 25N-
30N, 18N, 23N, 24N and 36N with Texas Jet Partners, L.P., at Fort Worth Meacham International
Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Terminate City Secretary Contract (CSC) Nos. 11813, 9749 and 9960, Unimproved Ground Lease
Agreements for lease sites 25N-30N, 18N, 23N, 24N and 36N, with Texas Jet, Inc., at Fort Worth Meacham
International Airport; and
2. Execute a new Unimproved Ground Lease Agreement for lease sites 25N-30N, 18N, 23N, 24N and
36N with Texas Jet Partners, L.P., that extends the terms of the prior agreements by ten years with two
five-year options to renew at Fort Worth Meacham International Airport.
DISCUSSION:
On May 24, 2005, (M&C C-20757) City Council approved the execution of an Unimproved Ground Lease
Agreement with Mandatory Improvements with Mr. Reed Pigman, Jr. for 49,210 square feet of unimproved
land for the proposed development of two 12,000 square foot aircraft storage hangars and associated
parking/maneuvering areas at Fort Worth Meacham International Airport. In exchange for the new
development, City staff agreed to cancel Texas Jet, Inc. Ground Lease Agreements for CSC Nos. 11813,
9749 and 9960, and execute a new agreement ultimately bundling the contracts under one agreement. This
would be more administratively efficient and allow for an extended term as proposed by Mr. Reed Pigman,
Jr.
On February 28, 2006, (M&C C-21320) City Council approved CSC Nos. 9749, 9960 and 11813 all
leasehold interests to be transferred from Mr. Reed Pigman, Jr. and Texas Jet, Inc. to Texas Jet Partners,
L.P. This transferred all rights, title and interest to Texas Jet Partners, L.P.
Mr. Reed Pigman, Jr., of Texas Jet Partners, L.P., has notified staff that the necessary mandatory
improvements are nearing completion. Staff now proposes that CSC Nos. 9749, 9960 and 11813 be
terminated and the City enter into one new agreement with Texas Jet Partners, L.P. that extends the terms
of the prior agreements by ten years with two five-year options to renew.
Current terms of the existing lease agreements will remain in effect until the end of the initial lease term,
including the rental rates for the unexecuted five year options. Rental rates will then be adjusted to the
unimproved ground rates as reflected in the current rates and the charges in effect at that time. The rental
rates of the existing lease agreement are subject to an increase, October 1 st of any given year to reflect the
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/8/2006
Page 2 of 2
upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment.
The property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Marc Ott (6122)
Originating Department Head: Mike Feeley (5403)
Additional Information Contact: Mike Feeley (5403)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/8/2006