HomeMy WebLinkAboutContract 40001 (2)i
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FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
AND ASSOCIATED MANDATORY IMPROVEMENTS
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 and acting by and through Fernando Costa, its duly authorized
Assistant City Manager, and COOK CHILDREN'S MEDICAL CENTER ("Lessee"), acting by
and through George B. Montague, its duly authorized Vice President -Real Estate.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 110,584 square feet of ground space at Fort Worth
Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas,
identified as Lease Site 38N ("Premises"), as shown in Exhibit "A", attached hereto and
hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The Initial Term of this Lease shall commence on the date of its execution
("Effective Date") and expire at 11:59 p.m. on September 30, 2040, unless terminated
earlier as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options to
renew this Lease for two (2) additional successive terms of five (5) years each (each a
"Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease
and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall
notify Lessor in writing of its intent to exercise a respective option not less than ninety (90)
nor more than one hundred eighty (180) days prior to the expiration of the term then in
effect. If Lessee does not exercise its option for a first Renewal Term within the time frame
provided herein, Lessee shall automatically and simultaneously forfeit its second option to
lease the Premises for a second Renewal Term, and Lessee shall no longer have any rights
or interest in the Premises following the expiration of the Initial Term.
OFFICIAL RECORD
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Ground Lease Agreement
Lease Site 38N
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CITY SECRETARY
2.3. Holdover,
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a monthAo-month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by
Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time.
3.1. Rates and Adjustments.
Lessee shall commence the payment of rent, in accordance with this Section 3, on
the date that the first certificate of occupancy is issued for a hangar structure erected
pursuant to Section 4.1 of this Lease ("Occupancy Date"). From the Occupancy Date until
September 30, 2010, Lessee shall pay Lessor rent which is based on a rental rate $0.27 per
square foot on an annual basis, and which will be payable in monthly installments of
$2,488.14. On October 1, 2010, and on October 1st of each year thereafter during both the
Initial Term and any Renewal Term, Lessee's rental rate shall be subject to increase by
Lessor to reflect the upward percentage change, if any, in the Consumer Price Index for the
Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of
Labor or successor agency (1), for the first increase, since the Effective Date of this Lease
and (ii) for each subsequent increase, since the effective date of the last increase; provided,
however, that Lessee's rental rates shall not (i) be increased in any given year by more than
ten percent (10%) over the rental rate paid by Lessee during the immediately preceding
twelve (12) months or (ii) exceed the then -current rates prescribed by Lessor's published
Schedule of Rates and Charges for the type or types of property at the Airport similar to the
type or types of property that comprise the Premises. If the Occupancy Date occurs on or
after October 1, 2010, Lessee's initial payment of rent shall be calculated in the same
manner as it would have if the Occupancy Date and Lessee's initial payment of rent had
occurred prior to October 1, 2010.
3.2. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal working hours by the due date at the location for
Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if
Lessor has not received full payment after the tenth (loth) day of the month for which
payment is due. Without limiting Lessor's termination rights as provided by this Lease,
Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance
of any overdue rent that Lessee may accrue.
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Ground Lease Agreement
Lease Site 38N
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4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
Lessee covenants and agrees that it shall improve the Premises and such
improvements shall hereinafter be referred to as "Mandatory Improvements". Lessee
shall diligently commence construction of such Mandatory Improvements within six (6)
months following the Effective Date of this Lease with the completion to be within twelve
(12) months of construction start date. Lessee shall fully comply with all provisions of this
Section 4 in the performance of any such Mandatory Improvements. Upon issuance of the
Certificate of Occupancy or earlier termination of this Lease, Lessor shall take full title to
any Mandatory Improvements on the Premises.
4.2. Discretionary Improvements.
In addition to the Mandatory Improvements, Lessee may, at its sole discretion,
perform modifications, renovations, improvements or other construction work on the
Premises. Any modifications, renovations, improvements or other construction work on the
Premises that do not constitute the Mandatory Improvements shall be referred to hereafter
as "Discretionary Improvements". Lessee may not initiate any Discretionary
Improvement with a cost in excess of $10,000.00 on or to the Premises unless it first
submits all plans, specifications and estimates for the costs of the proposed work in writing
and also requests and receives in writing approval from the Director of Airport Systems or
authorized representative ("Director"). Lessee covenants and agrees that it shall fully
comply with all provisions of this Section 4 in the performance of any such Discretionary
Improvements. Upon completion of any such Discretionary Improvements or earlier
termination of this Lease, Lessor shall take full title to any Discretionary Improvements on
the Premises.
4.3. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform to the Airport's
architectural standards and must also receive written approval from the City's Departments
of Development, Engineering and Transportation and Public Works. All plans,
specifications and work shall conform to all federal, state and local laws, ordinances, rules
and regulations in force at the time that the plans are presented for review.
4.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to the Mandatory Improvements and any Discretionary Improvements, including, at a
minimum, as -built drawings of each project. As -built drawings shall be new drawings or
redline changes to drawings previously provided to the Director. Lessee shall supply the
textual documentation in computer format as requested by Lessor.
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4.5. Bonds Required of Lessee.
Prior to the commencement of the Mandatory Improvements or any Discretionary
Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in
accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of
each construction contract or project. The bonds shall guarantee (1) satisfactory compliance
by Lessee with all requirements, terns and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective modifications, renovations,
construction projects or improvements, and (ii) full payments to all persons, firms,
corporations or other entities with whom Lessee has a direct relationship for the
performance of such modifications, renovations, construction projects or improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 25% of the full amount of each
construction contract. If Lessee makes a cash deposit, Lessee shall not be entitled to any
interest earned thereon. Certificates of deposit shall be from a financial institution in the
Dallas -Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance
Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall
be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to
complete the respective modifications, renovations, construction projects or improvements,
or if claims are filed by third parties on grounds relating to such modifications, renovations,
construction projects or improvements, Lessor shall be entitled to draw down the full
amount of Lessee's cash deposit or certificate of deposit.
4.6. INTENTIONALLY DELETED
4.7. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a reimbursement from its cash deposit account or reduction
oI its claim upon Lessor's certificate of deposit equal to 25% of amounts paid to a contractor
for construction work upon (1), 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. Any remaining deposit after issuance of a Certificate of
Occupancy and receipt by Lessor of proof that all construction bills have been paid,
including waivers of liens shall be returned promptly to Lessee.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation and medical transport -
related purposes only and strictly in accordance with the terms and conditions of this Lease.
Lessee shall have the right to sublease portions of the Premises, including individual
hangars constructed pursuant to the Mandatory Improvements, to various third parties
("Sublessees") under terms and conditions acceptable to and determined by Lessee,
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Ground Lease Agreement
Lease Site 38N
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provided that all such arrangements shall be in writing and approved in advance by Lessor,
which approval shall not be unreasonably withheld. All written agreements executed by
Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that
(i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the
terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or
other aviation or aviation -related purposes acceptable to Lessor; and (iv) treat users of the
same or substantially similar facilities in a fair and non-discriminatory manner. Lessee
shall use a standard lease form for all Sublessees and shall submit a copy of such standard
lease form, including rental rates, to the Director prior to Lessee's execution of its first lease
and from time to time thereafter following any material changes to such lease form,
including, without limitation, any changes to Lessee's rental rates for portions of the
Premises. Lessee may make non -material modifications to its standard lease to the extent
that such are not contrary to Lessor's Sponsor's Assurances.
6. REPORTS, AUDITS AND RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide
Lessor with a written annual report, in a form acceptable to the Director that reflects
Lessee's rental rates for the Mandatory Improvements and any Discretionary Improvements
on the Premises for the immediately preceding calendar year. Lessor may request, and
Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's
rental rates for the Mandatory Improvements and any Discretionary Improvements on the
Premises for the period requested by Lessor. These reports shall be delivered to Lessor's
Department of Aviation at the address provided in Section 15. In addition, Lessee shall
keep and maintain books and records pertaining to Lessee's operations at the Airport and
other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a
location within the City of Fort Worth. Upon Lessor's request and following reasonable
advance notice, Lessee will make such books and records available for review by Lessor
during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have
the right to audit such books and records in order to ensure compliance with the terms of
this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation
Administration,
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation
and use of all utility services to all portions of the Premises and for all other related utility
expenses, including, but not limited to, deposits and expenses required for the installation of
meters. Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrically -
operated equipment which may be used on the Premises shall fully comply with Lessor's
Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist at the
time of installation.
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Ground Lease Agreement
Lease Site 38N
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8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer any waste
of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary
to prevent the deterioration in condition or value of the Premises and any improvements
thereon, including, but not limited to, doors, windows and roofs for such improvements, and
all fixtures, equipment, modifications and pavement on the Premises. Lessee shall be
responsible for all damages caused by Lessee, its agents, servants, employees, contractors,
subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all
such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee.
Lessor shall not be liable for any damage to such property or loss suffered by Lessee's
business or business operations which may be caused by the bursting, overflowing or
leaking of sewer or steam pipes, from water from any source whatsoever, or from any
heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any
other matter.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as amended
("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall
comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee at least two (2) hours' notice
prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
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Lease Site 38N
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maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will
reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee's next monthly rent payment following completion
of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth Fire Code and Building Code provisions
regarding fire safety, as such provisions exist, at the time any Mandatory or
approved Discretionary Improvements are made. Lessee shall maintain in proper
condition accessible fire extinguishers of a number and type approved by the Fire
Marshal or his or her authorized agents for the particular hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has inspected
the Premises and is fully advised of its own rights without reliance upon any representation
made by Lessor concerning the environmental condition of the Premises. LESSEE, AT
ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY
RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS
OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES.
9. SIGNS .
Lessee may, at its sole expense and with the prior written approval of the Director,
install and maintain signs on the Premises related to Lessee's business operations. Such
signs, however, must be in keeping with the size, color, location and manner of display of
other signs at the Airport. Lessee shall maintain all signs in a safe, neat, sightly and
physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
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Lease Site 38N
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1ME
Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to, the right
to prevent Lessee from erecting or permitting to be erected any building or other structure
which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a
hazard to aircraft or diminish the capability of existing or future avigational or navigational
aids used at the Airport.
10.2.
Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on behalf of
Lessee, provided Lessee's intended use of the Premises is not unreasonably impaired.
Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to
relocate Lessee as a result of any such Airport developments or improvements.
10.3.
This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal
funds for the development, maintenance or repair of Airport infrastructure. In the event that
any such existing or future agreement directly causes a material restriction, impairment or
interference with Lessee's primary operations on the Premises ("Limitation") for a period
of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the
Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in
good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in
good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts
between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides a written
statement to Lessor that the Limitation has directly caused Lessee a material loss in medical
transports; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date such
Limitation commenced; and (ill) the term of this Lease shall be extended, at Lessee's option,
for a period equal to the duration of such Limitation. If the Limitation lasts more than one
hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance
responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease
upon thirty (30) days' written notice to Lessor, and nothing in this Lease shall prevent
Lessee from pursuing any rights it may have as a direct result of the unresolved Limitation.
To the best of Lessor's knowledge and belief, Lessor warrants that no such agreements
currently exist which would cause a Limitation.
10.4.
During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this event,
any provisions of this instrument which are inconsistent with the provisions of the lease to
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the Government shall be suspended. Lessor shall not be liable for any loss or damages
alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent
Lessee from pursuing any rights it may have for reimbursement from the United States
Government. If any lease between Lessor and the United States Government executed
pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7)
calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more
than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to
resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7)
and one hundred eighty (180) days, then for such period (1) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides a written statement to
Lessor that the Limitation has directly caused Lessee a material loss in medical transports;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and
its improvements in the same condition as they existed on the date such Limitation
commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a
period equal to the duration of such Limitation. If the Limitation lasts more than one
hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance
responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease
upon thirty (30) days' written notice to Lessor.
10.5.
Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to the
Sponsor's Assurances given by Lessor to the United States Government through the Federal
Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder
shall be subordinate to the Sponsor's Assurances.
10.6.
Provided Lessee's intended use of the Premises is not unreasonably impaired,
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.
10.7
Lessor agrees Lessee shall have the right of ingress and egress to and
from the leased premises by means of roadways for automobiles and taxiways for aircraft
including access during the construction phase of airport improvements and the Mandatory
Improvements, unless otherwise agreed to in writing by both parties. Such rights shall be
suitable for Lessee's use and consistent with the rules and regulations with respect to the
occupancy and use of airport premises as adopted from time to time by the City of Fort
Worth and by the Federal Aviation Administration or any other state, federal or local
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authority. Lessor agrees to complete construction of the access road and taxilane shown on
Exhibit `B" on or before October 15th or Lessee's Occupancy Date, whichever is later. If
Lessor fails to complete construction of the access road and taxilane on or before this date,
Lessor shall provide alternative ingress and egress to and from an alternate aircraft parking
location and the airfield as well as from the Premises and North Main Street which is
suitable for Lessee's use until the access road and taxilane are complete.
ll. INSURANCE.
11.1. 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 this Section 11, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the following insurance coverage
I the limits specified herein.
Fire and Extended Coverage on all improvements at full replacement cost limit; and
• Commercial General Liability:
$1,000,000 per occurrence,
including products and completed operations; and
• Automobile Liability:
$1,000,000 per accident, including, but not limited to, coverage on any automobile used
in Lessee's operations on the Premises.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.2. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to cover
Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply with
such new requirements within thirty (30) days following notice to Lessee.
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11.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior
to the expiration of any insurance policy required hereunder, it shall provide Lessor with a
new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and effect.
11.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance
shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no
material changes in coverage, including, but not limited to, cancellation, termination, non -
renewal or amendment, shall be made without thirty (30) days' prior written notice to
Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative
or employee of Lessor. Lessee shall have the exclusive right to control the details of its
operations and activities on the Premises and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons,
licensees and invitees. Lessee acknowledges that the doctrine of respondleat superior shall
not apply as between Lessor and Lessee, its officers, agents, employees, contractors and
subcontractors. Lessee further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBYASSUMESALL LIABILITYAND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF OR OPERATIONS ON THE AIRPORT UNDER
THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE
OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
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LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO 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, 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 GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LESSOR, ITS OFFICERS AGENTS„ SERVANTS OR
EMPLOYEES.
LESSEEASSUMESALL RESPONSIBILITYANDAGREES TO PAYLESSOR
FOR ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE
PREMISES OR ANY IMPROVEMENTS THEREON WHICHARISE OUT OF OR IN
CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS
OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE,
ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONSAREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have
the right to terminate this Lease as follows:
14.I. Failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall
have the right to terminate this Lease immediately.
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 12 of 19
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or default.
Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or
correct the problem to the standard existing prior to the breach. However, if Lessee cannot,
with due diligence, cure a default prior to the expiration of the 30 days from the date of
Lessor's notice, but Lessee commences to cure such default within the 30 days after the date
of Lessor's notice, and proceeds diligently to do all the work required to cure such default,
the Lessee shall not be in default under this Lease. If Lessee fails to cure the breach or
default within such time period, Lessor shall have the right to terminate this Lease
immediately.
14.3. Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than six
(6) consecutive calendar months shall constitute grounds for immediate termination of this
Lease by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease,
Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the
term then in effect as well as all arrearages of rentals, fees and charges payable hereunder.
In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an
election by Lessor to forfeit any of its rights under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, title to all improvements on the
Premises, including the Mandatory Improvements and any Discretionary Improvements,
and all fixtures and other items attached to any structure on the Premises shall pass to
Lessor. In addition, all rights, powers and privileges granted to Lessee hereunder shall
cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective
date of termination or expiration, Lessee shall remove from the Premises all trade fixtures,
tools, machinery, equipment, materials and supplies placed on the Premises by Lessee
pursuant to this Lease. After such time, Lessor shall have the right to take full possession of
the Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind
against Lessor, its agents, servants, employees or representatives, which may stem from
Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to
terminate or Lessor's exercise of any rights granted hereunder.
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 13 of 19
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively
determined to have been delivered when (i) hand -delivered to the other parry, its agents,
employees, servants or representatives, or (ii) deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR:
For Rent:
City of Fort Worth
Aviation Department
4201 N. Main St., Suite 200
Fort Worth, Texas 76106
To LESSEE:
Cook Children's Medical Center
ATTN: Real Estate Department
801 7th Avenue
Fort Worth, Texas 76104
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
For All Other Matters:
Aviation Department
Fort Worth Meacham International Airport
4201 N. Main St., Suite 200
Fort Worth, Texas 76106
Lessee shall have the right to sublease portions of the Premises as provided by and
in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, convey,
sublease or transfer the entirety of its rights, privileges, duties or interests granted by this
Lease without the advance written consent of Lessor.
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.
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 14 of 19
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to malce any
contract, which may create or be the foundation for any lien upon the property or interest in
the property of Lessor. If any such lien at any time is filed against the Premises, Lessee
shall, at its sole cost and expense, cause the same to be discharged of record or bonded
around within 90 days after the date of filing of such lien. If Lessee fails to discharge the
lien or bond around it, within said 90 days, Lessor may terminate the Lease upon 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.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which
may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or
any improvements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the
Premises. Lessee further agrees that it shall not permit its officers, agents, servants,
employees, contractors, subcontractors, patrons, licensees or invitees to engage in any
unlawful use of the Premises and Lessee immediately shall remove from the Premises any
person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself
shall constitute an immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules
and regulations of Lessor; all rules and regulations established by the Director; and all rules
and regulations adopted by the City Council pertaining to the conduct required at airports
owned and operated by the City, including the Minimum Standards for Fixed Base
Operators and Other Airport Tenants, a public document dated June 16, 1992, on file in
Lessor's City Secretary's Office and incorporated herein as part of this Lease for all
purposes, as such laws, ordinances, rules and regulations exist or may hereafter be amended
or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors,
subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or
regulations, Lessee shall immediately desist from and correct the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as
part of the consideration herein, agrees as a covenant running with the land that no person
shall be excluded from participation in or denied the benefits of Lessee's use of the Premises
on the basis of race, color, national origin, religion, handicap, sex, sexual orientation,
transgender, gender identity or gender expression. Lessee further agrees for itself, its
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 15 of 19
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
aIterations to the Premises on grounds of race, color, national origin, religion, handicap, sex,
sexual orientation, transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and
services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees
that it will at all times comply with any requirements imposed by or pursuant to Title 49 of
the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted
Programs of the Department of Transportation and with any amendments to this regulation
which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by
Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
indemnify Lessor and hold Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to
insist upon appropriate performance or to assert any such right on any future occasion.
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in
accordance with the laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease
and either party should retain attorneys or incur other expenses for the collection of rent,
fees or charges, or the enforcement of performance or observances of any covenant,
obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its
own attorneys' fees.
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 16 of 19
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission
of performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions, transportation problems and/or any other cause beyond the reasonable
control of Lessor or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not
be deemed a part of this Lease.
29. ENTIRETX OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated
herein by reference, contains the entire understanding and agreement between Lessor and
Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provisions of this Lease. The terms and conditions of this Lease shall
not be amended unless agreed to in writing by both parties and approved by the City
Council of Lessor.
[Signature Pages Follow]
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 17 of 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this
the Stay of I�Y1e,,� c, , , 20LD�.
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: !y;@K �D
T
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
20�a .
,•°g�'•"'Y P"�%; EVONIA DANIELS
��* `- MY COMMISSION EXPIRES
July 10, 2013
APPROVED AS TO FORM
AND LEGALITY:
By:U
Charlene Sanders
Assistant City Attorney
M&c:
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 18 of 19
otary Public in and for the State of Texas
ATTEST:
By:
�,�ty ac��Gta�y
T
COOK CffiLDREN'S MEDICAL CENTER:
By; 164 Oe u� By:
George Be Montague
Vice President -Real Estate
Date: .2 t 0
STATE OF TEXAS §
COUNTY OF TARRANT §
wW��W
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared George B. Montague, 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 Cook
"hildren's Medical Center and that he executed the same as the act of Cook Children's Medical
Center for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ��� day
20,L6.
Notary Public in and`for the State of Texas
Fort Worth Meacham International Airport
Ground Lease Agreement
Lease Site 38N
Page 19 of 19
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Ex iblt "A"
"
Being a parcel of land out of Lot A-1, Block 1, Meacham Airport Addition, according to plat
recorded in Cabinet A, Slide 2446, Plat Records of Tarrant County, Texas, and being more
particularly described by metes and bounds as follows:
BEGINNING at a 5/8" iron rod set with a red plastic cap stamped "CITY OF FT. WORTH
SURVEY DIVISION" for the southeast corner of herein described parcel, all 5/8" irons set being
so capped unless otherwise noted hereon, from which a 5/8" iron rod found with a red plastic cap
stamped "CITY OF FT. WORTH SURVEY SECTION" for the most southerly southwest corner
of Westgrove Asset Management Lease Site according to City Secretary Contract No. 33517
bears: South 07 degrees 07 minutes 33 seconds East, 34.98 feet;
THENCE: South 81 degrees 13 minutes 18 seconds West, 490.75 feet to a 5/8" iron rod set for
the southwest corner of the herein described parcel;
THENCE: North 08 degrees 45 minutes 49 seconds West, 249.0 feet to a 1/2" iron rod found for
the northwest corner of the herein described parcel from which a 1/2" iron rod found for the
westerly most southwest corner of said Westgrove Asset Management Lease bears, South 81
degrees 20 minutes 40 seconds West, 111.07 feet;
THENCE: North 81 degrees 18 minutes 17 seconds East, 126.18 feet to a 60d Nail found at an
angle point;
THENCE: South 64 degrees 46 minutes 30 seconds East, 58.30 feet to a 60d Nail found at an
angle point;
THENCE: North 88 degrees 34 minutes 55 seconds East, 28.20 feet to 60d Nail found at an
angle point;
THENCE: North 81 degrees 13 minutes 18 seconds East, 294.34 feet to a mark "+" cut in
concrete for the northeast corner of the herein described parcel;
TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
SURVEYING SERVICES
THE CITY OF FORT WORTH + 8851 Camp Bowie Blvd West * FORT WORTH, TEXAs 76116
817 392-7925 * Fax 817-3924895
Exhibit "A"
THENCE: South 07 degrees 07 minutes 33 seconds East, 212.71 feet to the Place of Beginning,
and containing some 2.538 acres (110,584 square feet) of land, more or less.
Surveyed on the ground in January and February of 2010.
Basis %J Bearings: City of Fort Worth Integrated G.P.S. Network System, N.A.D. 83, North
Central Texas Zone. Distances are ground measurements.
In accordance with the Texas Board of Professional Land Surveying, General Rules of
Procedures and Practices, 663.19(9), This "report" consists of the hereon real property
description, and a Map of Survey being attached herewith.
467310D01 HKHSRC.doc
is
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1 HANS X , HANSEN
TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
SURVEYING ,SERVICES
THE CITY OF FORT WORTH * 8851 Camp Bowie Blvd West * FORT WORTH, TEXAS 76116
817 3924925 FAx 817-392-7895
M&C Review
Page 1 of 2
afficiai site of tine City of Fort �'�+o€ih, Texas
COUNCIL ACTION: Approved on 3/23/2010
DATE: 3/23/2010 REFERENCE NO.: C-24144 LOG NAME: 55FTW COOK
CHILDREN'S
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize the Execution of a Ground Lease Agreement with Mandatory Improvements with
Cook Children's Medical Center for Construction of a Hangar with Office Space, Parking
Lot and Parking Ramp at Fort Worth Meacham International Airport (COUNCIL DISTRICT
2)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Ground Lease
Agreement with Mandatory Improvements with Cook Children's Medical Center for 110,584 square
feet of land for the construction of a hangar with office space, parking lot and parking ramp at Fort
Worth Meacham International Airport.
DISCUSSION:
Cook Children's Medical Center proposes to lease 110,584 square feet at Fort Worth Meacham
International Airport to construct a hangar with office space, parking lot and parking ramp, identified
as Lease Site 38N. The facility will be used as a transportation center for Cook Children's Medical
Center. The facility will house one fixed and two rotor wing aircraft ambulances, ground ambulances
and 24 hour a day staffing. The final design will be subject to Federal Aviation Administration (FAA)
review and approval.
The initial square footage rate of the ground lease will be $0.27 per square foot. Based on the square
footage of the proposed development, this lease will generate estimated revenue of $29,857.68 per
year or $2,488.14 per month. Payment of rent for the lease site will commence upon issuance of the
Certificate of Occupancy for the proposed construction set forth above.
The lease will provide for a thirty year term with two five year options to renew. The initial term of the
lease will commence upon the date of execution. Rental rates shall be as described in the Schedule
of Rates and Charges in effect at that time. Rental rates shall be subject to an increase on October
1st of any given year to reflect the upward percentage change, if any, in the Consumer Price Index
for the period since the last adjustment. All agreement terms will be in accordance with established
City and Aviation Department policies.
The property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Aviation Department is responsible for
the collection and deposit of funds due to the City.
http://apps.cfwnet.org/council�acket/mc review.asp?ID=13230&councildate=3/23/2010 3/30/2010
M&C Review
Page 2 of 2
TO Fund/Account/Centers
PE40 491052 0551101 $29,857.68
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
Fernando Costa (6122)
Kent Penney (5403)
Jonnie Huitt (5409)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=13230&councildate=3/23/2010 3/30/2010