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CONTRACT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
(MONTH -TO -MONTH)
ADMINISTRATION BUILDING RAMP SITE
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH ("Lessor"), a Texas home rule municipal corporation,
acting by and through Fernando Costa, its duly authorized Assistant City Manager, and FW
AMERICAN AERO OPERATING COMPANY, LLC ("Lessee"), a Delaware limited
liability company acting by and through Jay H. Hebert, its duly authorized Vice President.
AGREEMENT:
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor demises and leases to Lessee 159,123 square feet of ground space at Fort Worth
Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas,
identified as Administration Building Ramp Site, on the west side of the
Administration Building ("Premises") depicted on Exhibit "A", attached hereto and
hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
This Lease shall operate on a month -to -month basis, commencing on March 1, 2014.
This Lease will automatically renew on the first (1st) day of each month unless
terminated by either party (each a "Renewal Term"). In order to terminate this Lease, a
party must provide the other party with written notice of its intent to terminate not less
than thirty (30) days prior to the effective date of such termination.
3. RENT.
3.1. Amount.
Lessee shall pay Lessor as monthly rent for the Premises at a rate of $0.32 per
square foot for a sum of $4,243.28 monthly. In the even* that this Lease
commences on a day other than the first (1st) day of any given month, the first
month's rental payment shall be prorated in accordance with the number of days
remaining in that month. 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, 2014, and on October 1st of any subsequent year,
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RECEIVED MAR 06
to reflect any upward change, if any, in the Consumer Piice 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 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. Rent During Renewal Terms.
Rental rates for each Renewal Term shall comply with the rates prescribed for the
Premises by Lessor s published Schedule of Rates and Changes in effect at the
same time.
3.3. Payment Dates and Late Fees.
All monthly rent payments under this Lease 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 as set forth in Section
15. Rent shall be considered past due if Lessor has not received full payment on
or before the (10th) day of the month for which payment is due. Lessor will
assess a late penalty charge of ten percent (10%) per month on top of the entire
month's rent for each month in which rent is past due.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Discretionary Improvements.
Lessee may, at its sole discretion, perfoitu modifications, renovations,
improvements or other construction work on or to the Premises
("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.
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4.2. Process for Annroval 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.
4.3. 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 Directoi. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.4. 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 or 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 with locations 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.
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4.5. 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 the performance of the construction contract. Such bonds shall name both
Lessor and Lessee as dual obligees. If Lessee serves as its own contractor,
Section 4.4. shall apply.
4.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a reimbursement from its cash deposit account or
reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee
serves as its own contractor verification that Lessee has completed construction
work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice
and verification that the contractor has completed its work and released Lessee to
the extent of Lessee's payment for such work, including bills paid, affidavits and
waivers of hens.
5. USE OF PREMISES.
Lessee agrees to use the Premises exclusively for aviation or aviation -related Fixed Base
Operator services. It is specifically agreed and stipulated that the following concessions
are prohibited under this Lease, unless specifically approved in writing by the Aviation
Director or authorized representative: (i) ground transportation for hire; (ii) food sales;
(iii) barber and valet services; (iv) alcoholic beverage sales; and (v) aviation -related sales
of pilot supplies.
Lessee's use of the Premises is strictly exclusive, but not unjustly or discriminatory and is
authorized under this Lease solely for the purposes of Lessee's provision of FBO
services. In the event that such use conflicts with any rule or regulation that is currently
in effect or that may hereafter be enacted of the Federal Aviation Administration
("FAA") or with the Texas Department of Transportation ("TxDOT '), then such rule or
regulation shall control, and Lessor reserves the right to modify Lessee's use of the
Premises to comply with such rule or regulation If Lessor is required to modify Lessee's
use of the Premises under this provision, Lessor shall not be liable to Lessee for any loss
or damages as a result of such action. Lessee shall also monitor and provide reasonable
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security measures deemed necessary by Lessee or Lessor to all points of access from the
Terminal to the Premises.
6. UTILITIES.
Lessor agrees and covenants that it will pay for all utilities in use on the Premises, with
the exception of internet and telephone utilities Lessee agrees that all heating equipment
and other electrically -operated equipment which may be used on the Premises shall fully
comply with the City of Fort Worth Mechanical, Electrical, Plumbing, Fire and Building
Codes, as they exist or may hereafter be amended.
7. MAINTENANCE AND REPAIRS.
7.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good and clean 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 will not pile or store
boxes, cartons, barrels or other similar items in a manner that is unsafe
or unsightly. Upon termination of this Lease, Lessee agrees to return the
Premises to Lessor in the same condition as originally received, subject to
ordinary wear and tear consistent with normal use over time. Lessee is
responsible for all damages caused by the negligence or misconduct of Lessee, its
agents, servants, employees, contractors, subcontractors, patrons, 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' 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
7.2. 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")• provided Lessee shall not be responsible for any ADA
noncompliance existing as of the date the Lease term commences. In addition,
Lessee agrees that all improvements it makes at the Airport shall comply with all
ADA requirements.
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7.3. Inspections.
7.3.1. 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.
7.3.2. 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.
7.3.3. During any inspection, Lessor may perform any obligation 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.
7.3.4. 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 approved by the Fire Marshal or his or her authorized agents
for the particular hazard involved.
7.4. 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
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THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES.
Notwithstanding anything to the contrary herein, in the event any asbestos -
containing material is required to be remediated at any time during the Term,
Lessor, not Lessee, shall be exclusively responsible for such cost.
8. SIGNS.
Lessee may, at its own expense and with the piior written approval of the Aviation
Director or authorized representative, create, 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. Lessee agrees to
pay Lessor for any damage, injury or necessary repairs to the Premises resulting from the
installation, maintenance or removal of any such sign Lessee also agrees to remove any
sign at its own expense immediately upon receipt of instructions for such removal from
the Aviation Director or authorized representative
9. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
9.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building
or other structure which, in the opinion of Lessor, would limit the usefulness of
the Airport, constitute a hazard to aircraft or diminish the capability of existing or
future avigational or navigational aids used at the Airport.
9.2. Lessor reserves the right to 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.
9.3. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government, which relates to the
operation or maintenance of the Airport and is required as a condition for the
expenditure of federal funds for the development, maintenance or repair of
Airport infrastructure. 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
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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 fiist 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. Nothing in this Section shall affect either party's right to terminate this
Lease in accordance with Section 2.
9.4. During any war or national emergency, Lessor shall have the right to lease any
part of the Airport, including its landing area, to the United States Government.
In this event, any provisions of this instrument which are inconsistent with the
provisions of the lease to the Government shall be suspended Lessor shall not be
liable for any loss or damages alleged by Lessee as a result of this action.
However, nothing in this Lease shall prevent Lessee from pursuing any rights it
may have for reimbursement from the United States Government If any lease
between Lessor and the United States Government executed pursuant to this
Section 9.4. 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 of this Lease, or (ii) Lessee
may terminate this Lease upon thirty (30) days written notice to Lessor. Nothing
in this Section shall affect either party's right to terminate this Lease in
accordance with Section 2.
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9.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and
pursuant to the Sponsor s Assurances given by Lessor to the United States
Government through the Federal Airport Act and Lessee agrees that this Lease
and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's
Assurances.
9.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights -of -way granted by Lessor for the installation
maintenance, inspection repair or removal of facilities owned or operated by
electric, gas, water, sewer, communication or other utility companies; provided
any future utility or drainage easement shall not unreasonably interfere with
Lessee s use of the Premises as described in Section 5 above. 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.
9.7. 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, 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.
10. 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 in
accordance with Exhibit ` B' , 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 Premises and for personal property of its own or in its
care, custody or control.
10.1. 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
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will accordingly comply with such new requirements within thirty (30) days
following notice to Lessee.
10.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall
commence the insurance renewal process thirty (30) days in advance of policy
expiration and provide Lessor with updates on a timely basis, as requested by
Lessor, and shall furnish Lessor with appropriate certificates of insurance signed
by the respective insurance companies as pioof that it has obtained the types and
amounts of insurance coverage required herein Lessee hereby covenants and
agrees that three (3) days prior to and not less than the day of expiration of any
insurance policy required hereunder, it shall provide Lessor with a new or renewal
certificate of insurance. In addition, Lessee shall, at Lessoi s request, provide
Lessor with evidence that it has maintained such coverage in full force and effect.
10.3. 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, to
grant additional insured status to the City, 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 Lessor shall be responsible for notifying the City of any change to its
insurance coverage that amends or alters that coverage required by this lease.
11. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein and not as an agent,
representative or employee of Lessor. Lessee shall have the exclusive right to control the
details of its operations and activities on the Premises and shall be solely responsible for
the acts and omissions of its officers, agents, servants, employees,
contractors, subcontractors, 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.
12. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LL4BILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
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KIND, INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE 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
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, OR INVITEES.
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 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 NEGLIGENT ACTS OR OMISSIONS
OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, EMPLOYEES CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR
INVITEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANYAND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH ARISES
OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF
LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, INVITEES, OR PATRONS, EXCEPT TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR
INVITEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY
PERSON ON THE PREMISES OR FOR HARM TO ANY PROPERTY WHICH
BELONGS TO LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS,
AND WHICH MAY BE STOLEN, DESTROYED OR IN ANY WAY DAMAGED;
AND LESSEE HEREBY INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
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LESSOR, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, OR INVITEES.
13. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property
damage or personal damage, injury or death, Lessee hereby expressly waives its rights to
plead defensively any such immunity or exemption as against Lessor.
14. TERMINATION.
Upon termination of this Lease, all rights, powers and privileges granted to Lessee
hereunder shall cease and Lessee shall immediately vacate the Premises. Lessee agrees
that it will return the Premises and all appurtenances and improvements thereon in good
order and repair and in the same condition as existed at the time this Lease was entered
into, subject to ordinary wear and tear Lessor shall have the immediate right to take full
possession of the Premises and to remove any and all parties remaining on any part of the
Premises without further legal process and without being liable for trespass or any other
claim Lessor shall also have the right to remove any and all fixtures or equipment that
may be found within or upon the Premises without being liable therefor 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 the Lease or any act
incident to Lessor's assertion of its right to terminate.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees,
servants or representatives, or (2) deposited in the United States Mail postage prepaid
addressed as follows (or at such other address as shall be designated by Lessor or
Lessee):
To LESSOR: TO LESSEE:
City of Fort Worth
Aviation Department
4201 North Main St, Suite 200
Fort Worth, Texas 76106-2749
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Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 12 of 17
FW American Aero Operating Company, LLC
C/O Group Holdings Aviation, LLC
208 Lear Road
Fort Worth, Texas 76106
16. ASSIGNMENT AND SUBLETTING.
Lessee shall not assign, sell, convey, sublet or transfer any of its rights, privileges, duties
or interests granted by this Lease without the advance written consent of Lessor. Any
such transaction attempted by Lessee without prior written consent by Lessor shall be
null and void. If Lessor consents to any such transaction, the respective assignee or
sublessee shall consent in writing to comply with all terms and conditions set forth in this
Lease the same as if that party had originally executed this Lease.
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 of filed, Lessee, at its sole cost
and expense, shall liquidate and discharge the same within thirty (30) days of such
creation or filing. Lessee s failure to discharge any such purported lien shall constitute a
breach of this Lease and Lessor may terminate this Lease immediately
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 petnniit 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 the City of Fort Worth and the City of Fort Worth Police and Fire
Departments; all rules and regulations established by the Aviation Director and all rules
and regulations adopted by the City Council pertaining to the conduct required at airports
owned and operated by the City, as such laws, ordinances rules and regulations exist or
may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers,
agents, employees, contractors, subcontractors, licensees or invitees of any violation of
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 13 of 17
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 successors in interest and assigns that no person shall be
excluded from the provision of any services on or in the construction of any
improvements or alterations to the Premises on grounds of race, color national origin,
religion, 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-Disciimination 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 business at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, the City of Fort Worth 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.
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 14 of 17
24. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Lease or by Lessee's operations on the Premises, venue for such action shall lie in
state courts 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
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 by any governmental authority, transportation
problems and/or any other cause beyond the reasonable control of the parties.
28. SIGNATURE AUTHORITY.
The person signing this Lease hereby warrants that he/she has the legal authority to
execute this Lease on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity.
Each party is fully entitled to rely on these warranties and representations in entering into
this Lease or any amendment hereto.
29. 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.
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 15 of 17
30. ENTIRETY OF AGREEMENT.
the
This written instrument, including any documents 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.
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples on this
day of Y}lt( ►- /; , 2014.
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: 2/25,44
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.
IVEN UNDER MY HAND AND SEAL OF OFFICE this
2014.
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Worth and
FW American Aero
Page 16 of 17
otary Public in and for the State of Texas
EVONIA DANIELS
Notary Public, State of Texas
My Commission Expires
July 10, 2017
1
1
day
APPROVED AS TO FORM
AND LEGALITY:
/�7 I
By:
Charlene Sanders
Assistant City Attorney
M&C: Not Required
LESSEE:
FW AMERICAN AFRO OPERATING
COMPANY, LLC
By:
4_0(A LP
Jay ebert, Vice Predident
Date: wt `C
STATE OF TEXAS §
COUNTY OF-113(VRANT §
ATTEST:
By: 1
ATTEST:
By:
/ Mary J. Kayser
City Secretary
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Jay H. Hebert, 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 Operating Company, LLC., and that he executed the same as the act of FW
American Aero Operating Company, LLC., for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
, 2014.
Ground Lease Agreement
Admin Bldg Ramp Space
between City of Fort Wor bran,
FW American Aero
Page 17 of 17
OFFICIAL RECORD
CITY SECRETARY
FY. WORTH, TX
Nota
-Tth
day
any a ,&„f20
Public in and for the State of Teas
• '1
BARBARA A. BELL
NOTARY PUBLIC
STATE OF TEXAS -
My Comm. Exp. 07-08-2015
}
r
1-4 lbs EZV6SI
v
Category of tenant ts,lor
Operations Property Insurance
FBOs
Flight Training
Air Taxi
Specialized Com. Flight
Serve
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
*
*
*
*
*
*
*
*
No
No
No
N/A
Yes
*
No
No
Exhibit "B"
City of Fort Worth
Aviation Insurance Requirements
General Liability
Auto
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 $
$ 1,000,000.00 $
$ 1,000,000.00 I $
$ 500,000.00 I $
$ 300,000.00
No
N/A $
1,000,000.00 I $
1,000,000.00 I $
1,000,000.00 $
500,000.00
1,000,000.00
No
No
No
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
No
No
No
No
No
No
No
No No
No No
1,000,000.00 $ 1,000,000.00
1,000,000.00 $ 1,000,000.00
1,000,000.00 No
1,000,000.00 No
No
No
Small:
5M
Aircraft Liability
N/A $
1M Large:
1M Large:
1M Large:
1M Large:
1M Large:
5M $
1M Large:
No $
No $
Small:
5M
Small:
5M
Small:
5M
Small:
5M
Small:
As Applicable
Small: 1M Large:
5M
As Applicable
As Applicable
No
300,000
No
No
No
No
No
* 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
Hangarkeepers -
Liability
3,000,000.00
No
No
No
No
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
As Applicable
N/A
No
No
No
No
No
No
No
No
No
•
aviationinsreg2001