HomeMy WebLinkAboutContract 45020 (2)FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
(MONTH -TO -MONTH)
EAN HOLDINGS, LLC
LEASE SITE "B"
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 EAN HOLDINGS, LLC ("Lessee"),
a Delaware limited liability company, acting by and through Brent K. Russell, its duly authorized Vice
President General Manager.
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 2,679 square feet of ground space at Fort Worth Meacham
International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site
"B", on the southeast side of the Terminal 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 the date of its execution.
This Lease will automatically renew on the first (1st) day of each month unless terminated by
either party. In order to terminate this Agreement, 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.
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Lessee shall pay Lessor as monthly rent for the Premises at a rate of $0.2861 per square
foot for a sum of $63.87 monthly. In the event 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 during the Initial Term and any Renewal Term, to. reflect any upward
OnICUP'L RECORD
Clif SECRETARY
\ FT. WORtril, TX
VED OCT 2 r 2013
change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area,
as announced by the United States Depaitinent 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 18. Rent shall be
considered past due if Lessor has not received full payment after 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.
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Lessee may, at its sole discretion perform modifications, renovations, improvements or
other construction work on or to the Premises ( Discretionary 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 m 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.
4.2. 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.
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 Director. 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 of 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.
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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 4.5. shall apply.
4.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit account
or reduction of its claim upon Lessor's certificate of deposit upon (i) where Lessee serves
as its own contractor, verification that Lessee has completed construction work or (ii),
where Lessee uses a contractor receipt of the contractor s mvoice 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 agrees to use the Premises exclusively for auto commercial activities 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.
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
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7. MAINTENANCE AND REPAIRS.
7.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times Lessee covenants and agrees that it will not make or suffer any
waste of the Premises Lessee shall not allow any holes to be drilled or made in the brick,
plaster or cement work. 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, invitees
or trespassers, 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") In addition, Lessee agrees that all improvements it makes at the Airport shall
comply with all ADA requirements.
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
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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 teuus 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 REMEDL4TION 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. 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 prior 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.
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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 of 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.
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
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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 m 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 teiut 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 tend of this Lease, or (ii) Lessee may
terminate this Lease upon thirty (30) days written notice to Lessor.
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. 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
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` 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 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 furnish Lessor
with appropriate certificates of insurance signed by the respective insurance companies as
proof that it has obtained the types and amounts of insurance coverage required herein.
Lessee hereby covenants and agrees that not less than thirty (30) days prior to the
expiration of any insurance policy required hereunder, it shall provide Lessor with a new
or renewal certificate of insurance. In addition, Lessee shall at Lessor s request, provide
Lessor with evidence that it has maintained such coverage in full force and effect.
10.3. 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 super for shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors Lessee further agrees that
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nothing herein shall be construed as the creation of a partnership or joint enterprise between
Lessor and Lessee.
12. 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 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.
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.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY
AND 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, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL
MISCONDUCT OF LESSOR.
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 LESSOR.
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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:
To LESSOR:
City of Fort Worth
Aviation Department
4201 North Main St, Suite 200
Fort Worth, Texas 76106-2749
16. ASSIGNMENT AND SUBLETTING.
TO LESSEE:
EAN Holdings, LLC
ATTN: Vice President General Manager
4201 N. State Highway 161, Ste. 150
Irving, Texas 75038
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.
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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 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 teiinination 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 peuurt 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 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.
EAN Holdings, LLC
Ground Lease
Page 12 of 16
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non -Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor
and hold Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for
the operation of its 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.
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.
EAN Holdings, LLC
Ground Lease
Page 13 of 16
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 agreement hereby warrants that he/she has the legal authority to execute
this agreement 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 Agreement 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.
30. ENTIRETY OF AGREEMENT.
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
mterest, 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]
EAN Holdings, LLC
Ground Lease
Page 14 of 16
Als/WITNESS W OF, the parties hereto have executed this Agreement in multiples on this
th�1Wday of (-96/0...„--- , 2013.
CITY OF FORT WORTH:
a
Fernando Costa
Costa
Assistant City Manager
Date: /g..7°//a3
STATE OF TEXAS
COUNTY OF TARRANT
G✓
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
. u . \ JGY. �..aImI•
�.��'``Y EVONIA DANIELS
' '�' ' �' f Texas
ez: , ' : Notary Public, State o
'o: :40 My Commission Expires
Slats of" '% July 10, 2017
wooinno
I. • Al — 1 as.•
r .w a ammonia. i Irlw. 1 r
. 1 b .. -4I
n.•h, ►. ii. • .I.. . Mu r .
APPROVED AS TO FORM
AND LEGALITY:
1
Charlene Sanders
Assistant City Attorney
M&C: Not Required
EAN Holdings, LLC
Ground Lease
Page 15 of 16
•
(Notary Public in and for the State of Texas
ATTEST:
By:
Mary J. K4
City Secretary
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
day
LESSEE: ATTEST:
EAN HOLDINGS, LLC
By:
Brent K. Russell
Vice President General Manager
Date:
DelCes 13
STATE OF TEXAS
COUNTY OF , '��-/a ,J'
By:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Brent K. Russell, 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 EAN Holdings, LLC, and that
he executed the same as the act of EAN Holdings, LLC, for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN�IDE MY HAND AND SEAL OF OFFICE this ZS- CI day
�/, 2013.
H G COOK
eim(aalon Expires
uary 5. 2015
NotaryPte of Texas
EAN Holdings, LLC
Ground Lease
Page 16 of 16
LONG AVE
VICINITY MAP
N.T.S.
3,17'
+
Jy,,
F.B.O.
LEASE SITE PER DOE# 46736003
Exhibit "A"
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 map as shown hereon, and real 'property descriptions
being attached herewith:
MEACHAM AIRPORT
TERMINAL BLDG. w�
�6•
N
LEASE SITE A"
AREA: 971 S.F. +—
Pa.
•
,.4
oti
0.
PK—NAIL SET IN ASPHALT
W/SHINER STAMPED "C.F.W. SURVEY"
AT FRONT OF WALK
c-1
BACK
S 48'24'02•
5.08'
0.52'
10 0 10 20 30
GRAPHIC SCALE IN FEET
:a
y
6
+
re
4
2di
LEASE SITE "8"
AREA: 2,679 S.F. +—
BLOCK 2
MEACHAM AIRPORT ADDITION
CABINET A, SLIDE 2445,
P.R.,T.C.,T.
s
4
h€7.
oti
P.O.B.
LEASES A & B
PK—NAIL SET IN ASPHALT
W/SHINER STAMPED "C.F.W. SURVEY
N= 6983356.52, E= 2320307.18
$ yro
BASIS OF BEARINGS: CITY OF FORT WORTH INTEGRATED G.P.S. NETWORK SYSTEM,
NORTH CENTRAL TEXAS ZONE, N.A.D. 83. DISTANCES ARE GROUND MEASUREMENTS.
SURVEYED ON THE GROUND IN SEPTEMBER OF 2008.
(BACK OF CURB)
CURVE DATA:
R= 8.0'
L= 12.46'
1/A= 89'14'10"
T= 7.89'
C= 11.24'
N 86'58'53" W
i" =,10'
MAP OF SURVEY
SHOWING
TERMINAL BUILDING PARKING
LEASE SITES A & B, SITUATED IN
BLOCK 2, MEACHAM AIRPORT
ADDITION ACCORDING TO PLAT
RECORDED IN VOLUME A, SLIDE 2445,
PLAT RECORDS OF TARRANT COUNTY, TEXAS.
Hap Prepared by Steve 2 Cisneros
FORT WORTH
Deportment of En4-ineering
5'urvev Division
DATE 9-26-08 SCALE 1' . 10'
DRAWN .BY SRC FILE NO. 46730ApS
Ow el' rbet 4art", T,, I:'a nv.nwt•:cm et' 76=Ee PS )t •N23
•
•
� FORJHWORTH
Real Property Descriptions
Parking Lease Sites A and B
Being Portions of Block 2,
Meacham Airport Addition
Parking Lease Site B:
A parcel of land out of Block 2, Meacham Airport Addition, according to plat thereof
recorded in Cabinet A, Slide 2445, of the Plat Records of Tarrant County, Texas, and
being more particularly described using bearings and distances on the Texas Coordinate
System, North Central Zone, N.A.D. 83 as follows;
BEGINNING at a PK-Nail set in asphalt with a aluminum shiner stamped "C.F.W.
SURVEY' for the south corner of the herein described lease site, said PK-Nail having
coordinates of N = 6,983,356.52 and E = 2,320,307.18;
THENCE: with the existing fire line stripe, North 41 degrees 20 minutes 41 seconds
West, 61.95 feet to a PKNail with a aluminum shiner stamped "CFW" set at front of
walk for the west corner ofthe herein described lease site;
THENCE* with said front of walk, North 48 degees 23 minutes 13 seconds East, 43.02
feet to its intersection with the face of concrete wall for the north corner of the herein
described lease site;
THENCE: with the face of said wall, South 41 degrees 45 minutes 42 seconds East, 61.96
feet to the east corner ofthe herein described lease site;
THENCE* South 48 degrees 24 minutes 02 seconds West, 43.48 feet, to the Place of
Beginning, and containing some 2,679 square feet of land, more or less.
Surveyed on the ground in September of 2008.
Note: In accordance with the Texas Board ofProfessional Land Surveying, General
Rules of Procedures and Practices, 663.19(9), this "report" consists of the real property
descriptions herein, and a map of survey.
Basis ofBearings: City of Fort Worth Integrated G.P.S. Network System, N.A.D. 83,
North Central Texas Zone. Distances are ground measurements.
46738005HKHBNMLEASE B.doc
ENGINEERING DEPARTMENT
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102-6311'�0(
(8I7) 871-7941 * FAx (817) 871-7854
tI 1S ttrrr7 1
f
,`A Nowyr I.
•�, .!
{94-1 °
•
Exhibit "B"
City of Fort Worth
Aviation Insurance Requirements
Category of 1 enant &ior
Operations Property Insurance General Liability
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
No
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 $
$ 500,000.00 $
1,000,000.00 $
1,000,000.00 $
1,000,000.00 $
No $ 300,000.00
No
N/A
Yes
No
No
No
N/A
1,000,000.00 $
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
500,000.00
No
No
$ 1,000,000.00 $
1,000,000.00 I $
1,000,000.00
1,000,000.00
No
No
Hangarkeepers
Liability
NIA $ 3,000,000.00
Small: 1M Large:
5M No
Aircraft Liability
Small:1M Large:
No 5M
No
Small: 1M Large:
No 5M No
Small: 1 M Large:
1,000,000.00 5M No
Small: 1M Large:
No 5M $ 1,000,000.00
Small: 1 M Large:
No 5M $ 1,000,000.00
No
No
No
No
No
No
No
No
$ 1,000,000.00
No $ 1,000,000.00
As Applicable As Applicable
Small: 1M Large:
5M N/A
As Applicable
IAs Applicable
No
No $ 300,000
1,000,000.00 No
1,000,000,00 No
No
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 wntten on an occurrence basis
Hangarkeepers Liability Is maintained according to typical exposure
No
No
No
No
No
No
No
No
No
aviationinsreg2001
•