HomeMy WebLinkAboutContract 44020 (2)CITY SECRETARY2ML.
CONTR6�fl NO.
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
LEASE SITE 12N
FW AMERICAN AERO LAND COMPANY, LLC
101 AVIATION WAY
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH ("Lessor" or the "City"), a home rule municipal
corporation organized under the laws of the State of Texas, acting by and through Fernando Costa,
its duly authorized Assistant City Manager, and FW AMERICAN AERO LAND COMPANY,
LLC ("Lessee"), a Delaware limited liability company, acting by and through Bob Agostino, its
duly authorized Vice President.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 292,191 square feet of ground space ("Ground") at Fort
Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas,
identified as Lease Site 12N, also known as 101 Aviation Way, ("Premises"), as shown in
Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on
January 1, 2013 ("Effective Date"), and expire at 11:59 p.m. on December 31,
2042, 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 one (1) option to
renew for an additional ten (10) years (a "Renewal Term"). In order to exercise an
option to renew, Lessee shall notify Lessor in writing of its desire to renew this
Lease no less than ninety (90) days and no more than one hundred eighty (180) days
prior to the expiration of the Initial Term.
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2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal_Term,
this action will create a month -to -month tenancy. In this event, for and during the
holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the
rates provided by Lessor's Schedule of Rates and Charges or similarly published
schedule in effect at the time.
3. RENT.
3.1. Ground Rate.
Lessee shall commence the payment of rent, in accordance with this Section 3, for
the Ground on the date that the first Certificate of Occupancy is issued on either a
hangar and/or FBO facility that is to be erected. Lessee hereby promises and agrees
to pay Lessor, as annual rent for the Ground, Seventy Eight Thousand Eight
Hundred Ninty-One Dollars and Fifty -Seven Cents ($78,891.57), at a rate of
Twenty -Seven Cents ($0.27) per square foot, payable in equal monthly installments
of Six Thousand Five Hundred Seventy -Four Dollars and Thirty Cents ($6,574.30).
3.2. Rate Adjustments.
3.2.1. Consumer Price Index Adjustments.
The rental rates under this Lease are based on Lessor's current published
Schedule of Rates and Charges. Rental rates are subject to increase
beginning October 1, 2013, and on October 1st of any subsequent year during
the Initial Term and any Renewal Teini, to reflect any upward change in the
Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as
announced by the United States Department of Labor or successor agency (i)
for the first increase, since the Effective Date of this Lease and (ii) for each
subsequent increase, since the effective date of the last increase (the ` Annual
Rent Adjustment"); provided, however, that Lessee's rental rates shall not
exceed the then -current rates prescribed by Lessor's published Schedule of
Rates and Charges for the type or types of property similar to the type or
types of property that comprise the Premises.
3.2.2. Five -Year Adjustments. Ground Rate.
In addition to the Annual Rent Adjustments, on January 1, 2018, and every
fifth (5th) year thereafter for the remainder of the term of the Lease, the
Ground rental rate shall automatically be adjusted to equal the then -current
rates prescribed by the Schedule of Rates and Charges for the type or types
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of property at the Airport similar to the type or types of property that
comprise the Ground.
3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the fit st (1st) day of each month.
Payments must be received during normal business hours by the due date at the
location for Lessor's Aviation Department set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment after the tenth (l Oth) day
of the month for which payment is due. Without limiting Lessor's termination
rights as provided by this Lease, Lessor will assess a late penalty charge of ten
percent (10%) per month on the entire balance of any overdue rent that Lessee may
accrue
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
4.1.1. As additional security for this Lease, Lessee covenants and agrees that it
shall construct the improvements set forth below on the Premises owned by the City
of Fort Worth in three (3) Phases. The improvements approved for each Phase shall
be referred to as "Mandatory Improvements", as referenced in Exhibit ' B".
4.1.2. Lessee shall commence Phase One construction within six (6) months
following the execution of this Lease. Construction and issuance of a Certificate of
Occupancy of a 40,000 square foot hangar north of Lear Drive, as per Exhibit "B-
1" shall be completed no later than eighteen (18) months after construction
commenced.
4.1.3. Lessee shall complete Phase Two construction and issuance of a Certificate of
Occupancy of an FBO Facility to be no less than 6,000 square feet south of Lear
Drive, as per Exhibit `B-1" no later than thirty-six (36) months after the execution
of the Lease.
4.1.4. Lessee shall complete Phase Three construction and issuance of a Certificate
of Occupancy of a 40,000 square foot hangar south of Lear Drive, as per Exhibit "B-
1 ' on or prior to the later of (r) fifty-four (54) months after the execution of the
Lease or (ii) eighteen (18) months after the release of staging area for the Meacham
Terminal Building Renovation.
Lessee shall fully comply with all provisions of this Section 4 in the performance of any
such Mandatory Improvements. Should construction not be substantially completed as
evidenced by the issuance of a Certificate of Occupancy for any Phase within the applicable
time period set forth above, Lessor shall have the right to terminate Lessee's rights to that
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portion of the Premises that is dedicated to the applicable Phase and all subsequent Phases,
and an Amendment to the Lease shall be executed with a revision to Exhibit "A" Section 1,
Section 3.1 and Section 4.1. All other provisions of this Lease shall remain in place for the
Mandatory Improvements completed, as set forth in this Section 4.1. Should construction
not commence for Phase One, Lessee shall be in default of this Lease and Lessor shall
terminate Lessee's rights to the Premises in its entirety.
In the event that Lessor and Lessee agree to deviate from the terms, provisions,
specifications or conditions of this Lease in any way, an Amendment to the Lease shall be
signed and dated by both Lessoi and Lessee and shall be attached to and made a part of this
Lease and shall supersede the previous terms, provisions, and specifications as specifically
identified. Upon issuance of the Certificate of Occupancy in each of the Phases or earlier
termination of this Lease, Lessor shall take full title to any Mandatory Improvements on the
Premises.
The commencement and completion dates in this Section 4.1 are subject to the provisions of
Section 27 below, and any delay by reason of force majeure shall result in a day -for -day
extension of the periodfor performance, provided that the party is diligently and
continuously pursuing in good faith a remedy to the delay during such time.
4.2. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on or to the Premises (collectively,
"Improvements') so long as it first submits all plans, specifications and estimates
for the costs of the proposed work in writing and also requests and receives in
writing approval from the Director of Aviation or authorized representative
("Director"). Lessor agrees to respond in writing to Lessee s requests for approval
within thirty (30) calendar days of receipt of such requests. Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
undertaking of any such Improvements. Lessor shall take full title to any
Improvements on the Premises upon the expiration or earlier termination of this
Lease, provided that trade fixtures shall remain the property of Lessee and may be
removed so long as Lessee repairs any damage caused thereby.
4.3. Process for Approval of Plans.
Lessee's plans for Improvements shall conform to the Airport s architectural
standards and must also receive written approval from the City's Departments of
Planning and Development and Transportation and Public Works. All plans,
specifications and work shall conform to all federal, state and local laws,
ordinances, rules and regulations in force at the time that the plans are presented for
review.
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4.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Improvement, including, at a minimum as -built drawings of each project.
As -built drawings shall be new drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in computer
format as requested by Lessor.
4.5. Bonds Required of Lessee.
Prior to the commencement of any Improvement, 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
applicable requirements terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) full
payments to all persons, firms, corporations o1 other entities with whom Lessee has
a direct relationship for the construction of such 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 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 Improvements, or if claims are filed by third parties on grounds relating
to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit and apply the proceeds to complete
the Improvements or satisfy the claims, provided that any balance shall be remitted
to Lessee.
4.6. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Improvement, 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
Improvements. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Improvements. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used in
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the perfonttance of the construction contract. Such bonds shall name both Lessor
and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5.
shall apply.
4.7. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own conti actor, verification that Lessee has completed
construction work or (ii), where Lessee uses a contractor, receipt of the contractor's
invoice and verification that the contractor has completed its work and released
Lessee to the extent of Lessee's payment for such work, including bills paid,
affidavits and waivers of liens.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee hereby covenants
and agrees that it will not restrict aircraft, vehicle or pedestrian ingress or egress to any
portion of the ground space no longer apart of the Premises, as per Section 4.1 Lessee shall
have the right to sublease portions of the Premises, including individual hangars, to various
third parties (' Sublessees ') for aviation -related purposes only under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in
writing and approved in advance by Lessor. All written agreements executed by Lessee to
Sublessees for any portion of the Premises shall contain terttns and conditions that (i) do not
conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the tel and
provisions of this Lease (iii) restrict the use of the Premises to aircraft storage or other
aviation or aviation -related purposes acceptable to Lessor; and (iv) treat users of the same or
substantially similar facilities in a fair and non-discriminatory manner Lessee shall use a
standard lease form for all Sublessees and shall submit a copy of such standard lease form,
including rental rates, to the Director prior to Lessee's execution of its first lease and from
time to time thereafter following any material changes to such lease form, including,
without limitation, any changes to Lessee's rental rates for portions of the Premises. Lessee
may make non -material modifications to its standard lease to the extent that such are not
contrary to Lessor's Sponsor's Assurances.
6. REPORTS, AUDITS AND RECORDKEEPING.
Lessor reserves the right to require Lessee to_provide Lessor with a written annual report, in
a form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the
Premises in the immediately preceding calendar year If required, such written annual
report shall be provided to Lessor within thirty (30) days following the end of the preceding
calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a
more frequent basis that reflect Lessee's rental rates for the period requested by Lessor.
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These reports shall be delivered to Lessor's Department of Aviation at the address provided
in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to
Lessee's operations at the Airport and other obligations hereunder in accordance with
Lessee's current basis of accounting or, if Lessee changes such basis, in a manner
satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth.
Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal
Auditor if it is in compliance with industry standards or generally accepted accounting
principles. Upon Lessor s request and following reasonable advance notice, Lessee will
make such books and records available for review by Lessor during Lessee's normal
business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the
Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrically -
operated equipment which may be used on the Premises shall fully comply with Lessor's
Iviechanrcal, hlectrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may
hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear excepted. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs and all fixtures, equipment, hangar modifications and surrounding pavement
on the Premises Lessee shall be responsible for all damages caused by Lessee, its
agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost
and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
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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 four (4) hours' notice
prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will
reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee s next monthly rent payment following completion
of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth Fire Code and Building Code provisions
regarding fire safety, as such provisions exist or may hereafter be amended. Lessee
shall maintain in proper condition accessible fire extinguishers of a number and type
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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 exterior of the hangar or Premises related to Lessee's business
operations. Such signs however, must be in keeping with the size, color, location and
manner of display of other signs at the Airport. Lessee shall maintain all such signs in a
safe, neat, sightly and physically good condition
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building or
other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or future
avigational or navigational aids used at the Airport.
10.2. Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements.
10.3. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
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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
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended, at Lessee's option, for a period equal to the duration of such Limitation. If
the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor
10.4. During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States 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 (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee s option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
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of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written
notice to Lessor.
10.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances.
10.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights -of -way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
electric gas, water, sewer, communication or other utility companies Lessee's
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly -owned property for the provision of
utility services.
10.7. Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
access during the construction phase of airport improvements unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state, federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use occupancy, maintenance, existence or
location of the Premises. Lessee shall obtain the required insurance specified to be
maintained by a commercial tenant in accordance with Exhibit "C", the "City of Fort
Worth Aviation Insurance Requirements" attached hereto and made part of this Lease for all
purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Piemises and for personal property of its own or in its
care custody or control.
11.1. Adiustments 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
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accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein Lessee hereby covenants and agrees that prior to the expiration of
any insurance policy required hereunder, it shall provide Lessor with a new or
renewal certificate of insurance. In addition, Lessee shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and
effect.
11.3. Additional Requirements.
Lessee shall maintain its insurance with 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. Lessee
must provide Lessor with at least thirty (30) days prior written notice of
cancellation or material change in coverage.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents employees contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or Joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
FW American Aero Land — Lease Site I2N
Ground Lease
Fort Worth Meacham Airport
Page 12 of20
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BY LAW,
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
LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 13 of 20
14.1. Failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessoi shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following receipt of such written
notice to cure, adjust or correct the pioblem to the standard existing prior to the
breach. If Lessee fails to cure the breach or default within such time period, Lessor
shall have the right to terminate this Lease immediately, unless such breach or
default is not susceptible to cure within thirty (30) calendar days in which event
Lessee shall have such additional time to effect a cute as determined by Lessor.
14.3. Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination
of this Lease by Lessor, unless such non-use is caused by Force Ivlajeure, as set forth
in Section 27 below.
14.4. Lessee's Financial Obligations to Lessor upon Termination. Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery,
equipment materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 14 of 20
15.
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.
NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered (i) when hand -delivered to the other party at such addresses listed
below, or at such other addresses as the receiving party designates by proper notice to the
sending party, or (ii) three (3) days after being deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR:
City of Fort Worth
Aviation Department
4201 N Main St, Suite 200
Fort Worth, TX 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
To LESSEE:
FW American Aero Land Company, LLC
c/o Group Holdings Aviation, LLC
208 Aviation Way, Hwy 287 North
Fort Worth, TX 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.
16.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the
same as if it had originally executed this Lease. The failure or refusal of Lessor to
approve a requested assignment or sublease shall not relieve Lessee of its
obligations hereunder, including payment of rentals, fees and charges.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
FW American Aero Land — Lease Site I2N
Ground Lease
Fort Worth Meacham Airport
Page 15 of 20
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 Lessoi 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 requited 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 in accordance with Section 15
above of any violation of such laws, ordinances, rules or regulations, Lessee shall
immediately desist from and correct the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successois in inteiest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation, transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs of the
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 16 of 20
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.
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.
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 17 of 20
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 majeuie 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. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
[Signature Pages Follow]
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 18 of20
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples on
• this the � day of Gas, 9/// ,i' f , � ��
ty
CITY OF FORT WORTH:
By:4--74
Fernando Costa
Assistant City Manager
Date: /1/4 It,
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.,3
. 1 11 1 I . i• ■ r■ . i al 1.
LL
I 1.
EVONIA DANIELS
MY COMMISSION EXPIRES
July 10, 2013
.44Flgt. n.
a. i.
APPROVED AS TO FORM
AND LEGALITY:
By: - yti
Charlene Sanders
Assistant City Attorney
Y.
M&C: - 2 LP ' )
Date: l
1
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 19 of 20
N
tary Public in and for the State of Texas
ATTEST:
ity Secretary p► p4
C/o
r y SOo
o
0%
OFFICIAL RECORD1
CITY SECRETARY t.
FtWORTh,Th
LESSEE: ATTEST:
FW AMERICAN AERO LAND COMPANY, LLC
By: tj
)
ai
Bob Agostino, Vic = 'resident
Date:
iA- ai - ice
STATE, OF TEXAS §
COUNTY OF
By:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Bob Agostino, 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 FW
AMERICAN AERO LAND COMPANY, LLC and that he executed the same as the act of FW
AMERICAN AERO LAND COMPANY, LLC for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this a 1.4 day
De_(A.:rem , 2012.
,Y.. CHRIS YOUNG
NOTARY PUSUC
STATE OF TEXAS
My Comm. Exp. 02-16-2015
FW American Aero Land — Lease Site 12N
Ground Lease
Fort Worth Meacham Airport
Page 20 of 20
ei(NbLa
Notary Public in anor the State of Texas
Exhibit ""
NOTE: In accordance with the Texas Board of Professional Land Surveying,
General Rules of Procedures and Practices, 663.19(9), This "report"
consists of the mop os shown hereon, and real property description
being attached herewith.
J. WALLACE SURVEY --P.O.B.
A—C1E COTTON SPINDLE GEAR FOUND -
1605 N= 8984115.43
E= 2320012.32 t1AY g48.51'
0-
T1 'IRF ..
A� S WAY PfR.... AR gi'35"
S 56 26'55- W-.................
--...........................
5/81RF
210.0"CITY OF FT, WORTH
SURVEY DIVISION"
N 26'43'41" W
960.0'
so
1/2%RF
%ANDES k ASSOC.'
LEASE 11N—R
1
1
5/51RF
"CITY OF FT. WORTH
SURVEY DIVISION'
/ /•
j
! REMAINDER
BLOCK 1
MEACHAM AIRPORT
? ` CABINET A, SLIDES 2445-2447,
1 P.R.,T.C.,T.
II
1 1
1
1 ?
1
? i
� t
1
•
J. WALLAGE SURVEY
A-1605
ti.
•
• DENOTES A 5/8' IRON ROD SET WITH A RED PLASTIC CAP Sr
"CRY OF FT, WORTH SURVEY OMSION"
BEARING BASE: The City of Fort Worth integrated G.P.S. Ne
NAD. 83, North Central Texas Zone. Distances are group
60 0 60 _ 120 180
ra q
_ 1 1
GRAPHIC SCALE' IN FEET
•
•
REMAINDER
BLOCK 1
MEACHAM AIRPORT
CABINET A, SLIDES 2445-2447,
P.R.,T.C.,T.
.._--'ISAR RD. ......
26.0_ AGCF_SS WAY -PER PLAT)
_--- .'-----..... -
(.-_,
5/8"IRF "SURVCON"
(C.M.)
NAIL W/WASHER FOUND IN GUTTER
FOR REFERENCE
N 05'46'28" E
58.30'
C-1
f'S
LEASE 12N
AREA: 6.707 AC.
292,191 S.F.
s).
40 95.27' i
m• O�?, -. S 62'19'44' w ro
C, '- w0
4s1 4 •
04
5/81RF1 ►k m
a436k2frSr&At D. HARRIS
SUR'
....... ..... ...
se..0 ��6157 P�
ti pfiESS��•t'.�0!
n l
Y1N N 1� N PECt'MBFR OF 2012.
1'L
t�1�1
•
1/21RF
(C.M.)
160.0'
1 " = 60'
C-1
R— 1,860.08'
L— 92.50'
I/A— 02'51'00"
T— 46.26'
C— 92.49'
S 29.05'45" E
PLAT R— 1.860.0S'
HWY R.O.W. R— 1,900,70'
MAP OF SURVEY
SHOWING
LEASE SITE 12N
SITUATED IN BLOCK 1,
MEACHAM AIRPORT
ACCORDING TO PLAT RECORDED IN
CABINET A, SLIDES 2445-2447,
P.R.,T.C.,T.
May ?flavored be Stan R. Cisneros
9RTH
7tansportauon * tvaao sorry
Surrey DITISIOn
DATE t2-17-20t2 Erstr r P . cos
DRAWN BY SRC FIE N0 662112tet
Pa w ran we... . x n, •7•41.
Exhibit "A"
FORT WORTH
REAL PROPERTY DESCRIP7 7ON
FOR
ME4CHAMAIRPORT LE4S' 12N
Being a parcel of land situated in Block 1, Meacham Airport, according to plat recorded in
Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas, and being more
particularly described by metes and bounds as follows:
Beginning at a cotton spindle gear found at the southwest corner of herein described parcel and
being the northwest corner of Lease 11N-R;
THENCE: North 48 degrees 31 minutes 35 seconds East, at 210.0 feet passing a 5/8" iron rod
found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION", continuing
in all 448.51 feet to a 5/8" iron rod set with a red plastic cap stamped "CITY OF FT. WORTH
SURVEY DIVISION" for the northwest corner of herein described parcel lying on a curve
having a radius of 1,860.08 feet in the westerly right-of-way line of North Main St. (also known
as U.S. Highway No. 287 Business, 100.0' R.O.W. per highway right-of-way map) from which a
nail/washer found in gutter for reference bears North 05 degrees 46 minutes 28 seconds East,
5 8.3 0 feet;
THENCE: along the westerly right-of-way of said highway with said curve to the right at 50.56
feet passing a 1/2" iron rod found 0.92 feet right of line, continuing through a central angle of 02
degrees 51 minutes 00 seconds, an arc length of 92.50 feet whose chord bears South 29 degrees
05 minutes 45 seconds East, 92.49 feet to a 5/8" iron rod set with a red plastic cap stamped
"CITY OF FT. WORTH SURVEY DIVISION" at the end of said curve;
THENCE: South 27 degrees 40 minutes 16 seconds East along the westerly right-of-way of said
highway, at 106.53 feet passing a 1/2" iron rod found 0.54 feet right of line, and further 188.75
feet passing through a 1/2" iron rod found, continuing in all, 833.89 feet to a 5/8" iron rod set
with a red plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION" at the northeast
corner of herein described parcel from which a 5/8" iron rod found for reference bears South 27
degrees 30 minutes 45 seconds East, 63.06 feet;
THENCE: departing said westerly right-of-way line, South 62 degrees 19 minutes 44 seconds
West, 95.27 feet to a 5/8" iron rod set at an angle point with a red plastic cap stamped "CITY OF
FT. WORTH SURVEY DIVISION";
THENCE: North 86 degrees 36 minutes 56 seconds West, 191.57 feet to a 5/8" iron rod set at an
angle point with a red plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION";
THENCE: North 41 degrees 35 minutes 01 seconds West, at 452.65 feet passing a 5/8" iron rod
found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION" for the
northeast corner of said Lease 11N-R, continuing in all, 742.30 feet to the Place of Beginning,
containing 6.707 acres (292,191 square feet) of land.
TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
SURVEYING SERVICES
TIIE CITY OF FOItT WORTH * 8851 Caner Bowie Blvd West * FORT WORTH, TEXAS 76116
817 392-7925 * F tx 817-392-7895
Exhibit
FORTWORTH
Surveyed on the ground in December of 2012.
Basis of 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.
TRANSPORTATION AND PUBLIC WORKS DIPARTMENT
SURVEYING SERVICES
TnE Cris•o FoRT WoRTii # 8851 Camp Bovvit Blvd West FORT WoRTn,TEXAs 76116
817 392-7925 * FAx 517--392-7895
EXHIBIT "B"
MANDATORY IMPROVEMENTS
Approximately 80,000 Square Feet of Aircraft Storage Facilities
and an
Approximately 6,000 Square Foot FBO Facility
• All mandatory improvements for Lease Site 12N must be completed in accordance with
Section 4 of the Lease and the proposed site plan and completed survey set forth in
Exhibit A attached hereto.
• Lessee shall submit a 7460 Notice of Pioposed Construction, of the hangar and FBO
facilities to the FAA no less than sixty (60) calendar days prior to the commencement of
construction.
• Phase One construction shall commence within six (6) months following the execution
of this Lease. Construction and issuance of a Certificate of Occupancy of a 40 000
square foot hangar north of Lear Drive, as per Exhibit " B-1" shall be completed no later
than eighteen (18) months after construction commenced
• Phase Two construction and issuance of a Certificate of Occupancy of an FBO Facility
to be no less than 6,000 square feet south of Lear Drive, as per Exhibit `B-1" no later
than thirty-six (36) months after the execution of the Lease.
• Phase Three construction and issuance of a Certificate of Occupancy of a 40,000 square
foot hangar south of Lear Drive, as per Exhibit 13-1' on or prior to the later of (i) fifty-
four (54) months after the execution of the Lease or (ii) eighteen (18) months after the
release of staging area for the Meacham Terminal Building Renovation.
*Please note — the phases listed above provide the requirements for completion of the
mandatory improvements, but does not mean the Lessee can only construct one hangar
and/or FBO facility at a time. Should the Lessee elect to complete multiple phases
simultaneously, then the provisions of one or more phases could be met earlier than
provided by the requirement, but by no means can construction extend beyond these
requirements unless an amended Exhibit `B" is signed and dated, as per Section 4.1.
Exhibit C
City of Fort Worth
Aviation Insurance Requirements
Category of Tenant"&)or
Operations Property Insurance General Liability
Auto
FBOs
Flight Training
Air Taxi
Specialized Com. Flight
Serv.
Aerial Applications
Aircraft Sales
Aircraft Rental
Airframe or Power Plant
Repair
Radio, Instrument or
Propeller Repair
Multiple Services
Flying Clubs
Commercial Tenant
Commercial Tenant
Sublessee
Mo. - Mo. Airport Tenant;
sm. premises area,
infrequent access by
others (no aircraft)
Hangar Tenant
(private sm. aircraft)
Fuel Facilities: Trucks
Fuel Facilities: Tank Farm
Concessionaire:
Restaurant
Concessionaire:
Rent -a -car
Concessionaire:
Retail Shop
Yes
Environmental`
Impairment
$ 3,000,000.00 $ 1,000,000.00 $ 1,000,000.00
$ 1,000,000.00 $
$ 1,000,000.00
$ 1,000,000.00
$ 1,000,000.00
1,000,000.00 $
$ 1,000,000.00
1,000,000.00 $
1,000,000.00 $
1,000,000.00 $
$ 1,000,000.00 $
$ 1,000,000.00 $
N o $ 500,000.00 $
N o
N o
N/A
Yes
N o
No
$ 300,000.00
No
N/A $
$ 1,000,000.00 I $
1,000,000.00 $
1,000,000.00 $
500,000.00
1,000,000.00
1,000,000.00
$ 1,000,000.00
$ 1,000,000.00
1,000,000.00
$ 1,000,000.00
1,000, 000.00
1,000,000.00
1,000, 000.00
1,000,000.00
1,000, 000.00
500,000.00
No
Aircraft Liability
Han a" g rkeepers
Liability
N/A
Small: 1M Large:
No 5M
S mall: 1M Large:
N o 5M
Small: 1M Large:
No 5M
S mall: 1M Large:
$ 1,000,000.00 5M
Small: 1M Large:
No 5M
No
1,000,000.00 $
1,000,000.00 $
1,000, 000.00
1,000,000.00
No
Small: 1M Large:
N o 5M
No
No
N o
No
N o
No
N o
N o
1,000,000.00
1,000, 000.00
N o
N o
No
S mall: 1M Large:
5M
As Applicable
As Applicable
N o
$ 300,000
No
N o
N o
No
N o
Depends on the terms of the lease agreement
Property Insurance requirement depends on the lease agreement. Coverage should be replacement cost basis
Liability coverage's are to include products and completed operation. The policy should be written on an occurrence basis
Hangarkeepers Liability is maintained according to typical exposure
No
No
$ 3,000,000.00
N o
No
N o
No
$ 1,000,000.00
$ 1,000,000.00
$ 1,000,000.00
$ 1,000,000.00
As Applicable As Applicable
N/A
No
N o
No
N o
No
No
N o
No
No
aviationmsreg2001
City of Fort Worth, Texas
a or an • ouncil
unication
COUNCIL ACTION: Approved on 12/11/2012
DATER Tuesday, December 11, 2012 REFERENCE NO.: **C-26002
LOG NAME: 55FTW FWAMERICANAERO TWELVENORTH
SUBJECT:
Authorize Execution of a Ground Lease Agreement with Mandatory Improvements with FW American Aero
Land Company, LLC, for Lease Site 12N at Fort Worth Meacham International Airport (COUNCIL
DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Ground Lease Agreement with
Mandatory Improvements with FW American Aero Land Company, LLC, for Lease Site 12N at Fort Worth
Meacham International Airport.
DISCUSSION:
FW American Aero Land Company, LLC (American Aero), proposes to develop lease site 12N at Fort
Worth Meacham International Airport (Meacham). Lease site 12N is comprised of approximately 294,239
square feet of ground space. In accordance with the Ground Lease Agreement, two 40,000 square foot
hangars and a Fixed Base Operator (FBO) facility with a minimum of 6,000 square feet will be built on
Lease Site 12N. The associated mandatory improvements for the lease site will follow a phased
construction plan* a hangar will be completed during Phase I, the FBO facility during Phase II and the
remaining hangar during Phase III.
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 lease site 12N will generate estimated revenue in the amount of
$79,444.53 annually or $6,620.38 monthly. Payment of lease site 12N will commence upon issuance of
the Certificate of Occupancy for the first phase of the proposed improvements set forth above.
The lease will provide a 30 year term with one 10 year renewal option. The initial term of the lease will
commence January 1, 2013 and expire December 31, 2042. During the initial and renewal terms, rental
rates shall be subject to an increase every year to reflect the upward percentage change, if any, in the
Consumer Price Index for the period since the last adjustment. Rental rates will also be subject to a
ground rate adjustment every five years. The ground rate will automatically be adjusted to equal the then -
current rates prescribed by the Schedule of Rates and Charges All Agreement terms will be in
accordance with City and Aviation Department policies.
This matter was presented to the Aviation Advisory Board (AAB) at its November 15, 2012, regularly
scheduled meeting. The AAB recommends that the City Council authorize the execution of this Ground
Lease Agreement with FW American Aero Land Company, LLC.
The property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION / CERTIFICATION:
Logname: 55FTW FWAMERICANAERO TWELVENORTH Page 1 of 2
collection and deposit of funds due to the City.
FUND CENTERS:
TO Fund/Account/Centers
PE40 491052 0551101
CERTIFICATIONS:
Submitted for City Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
$79.444.53
FROM Fund/Account/Centers
Fernando Costa (6122)
Bill Welstead (5402)
Jonnie Huitt (5409)
ATTACHMENTS
1. 55FTW FWAMERICAN AERO 12N Exhibit.pdf (Public)
Logname. 55FTW FWAMERICANAERO TWELVENORTH Page 2 of 2