HomeMy WebLinkAboutContract 41118-CA14
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CliYOF FORT WOATFI
C1tYSECREfARY
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CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 41118
UNIMPROVED GROUND LEASE AGREEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE NO. 10/ HANGAR 9-S
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
41118, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas hoine rule municipal corporation orga�lized under the laws of the
State of Texas, acting by and tlu�ough FERNANDO COSTA, its duly authorized Assistant City
Manager; DON E. HANSEN, (`�Lessee"),; and SANDPIPER OPERATING, LLC
("Assignee"), a Texas limited liability company, acting by and tlu•ough DON E. HANSEN, its
duly authoi•ized Manager.
RECITALS:
The following introductory provisions are true and cot•rect and form the basis of this
Consent:
A. Lessor and Lessee previously entered into City Secretaiy Contract ("CSC") No. 41118
(the "Lease"), a lease of real pt�operty at Fort Worth Meacham International Airport
("Airport) known as Lease Site No. 10 (Hangar 9-S)(the "Leased Premises");
IC
C.
01
The Lease is a public document on file in Lessor's City Secretary's Office;
Lessee now wishes to assign all of Lessee's remaining right, title and interest in the
Leased Premises and Leases to Assignee and Assignee wishes to accept such
assignment; and
Lessor is willing to consent to such assignment, all on the terms and conditions set forth
in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acicnowledged, Lessor, Lessee, and Assignee agi•ee as follows:
1. Lessor hei•eby consents to an assignment by Lessee to Assignee of all of Lessee's
remaining right, title and interest in the Leased Premises and Leases gi•anted to Lessee by the
Leases (the "Assignment"), effective as of the date this Consent is executed by all parties
("Effective Date"). The Assignment is a public document that will be on file in Lessor's City
Secretary's Office and Aviation Department, is attached hereto as E�ibit "A" and is incorporated
herein by reference for all purposes.
Consent to Assignment of CSC No. 411 18
by Don E. Hansen to
Sa��dpiper Operating, LLC
Page I of29
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2. Lessor does not adopt, ratify or approve any of the pai�ticular provisions of the Assignment
and does not grant any remaining i•ight, privilege or use to Assignee which is different from oi•
more extensive than any right, privilege or use granted to Lessee by the Leases. In the event of
any conflict between the Leases and the Assignment, the Leases shall controL In the event of any
conflict between this Consent and the Assignment, this Consent shall contcol.
3. Lessoi• consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent conti•actor, all duties and obligations of Lessee set forth in
the Lease. Lessoi• aclrnowledges Lessee has no duties and obligations under the Leases after the
Effective Date.
4. Lessee undecstands and agi•ees that Lessee will be liable to Lessoi• for (i) any duty or
obligation of Lessee that Lessee was required by the Leases to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Leases), including, but not limited
to, property loss, property damage and/or personal injury of any lcind, including death, to the extent
caused by Lessee, its officers, agents, servants, employees or subcontractois pt�ioi• to the Effective
Date.
5. Assignee undeistands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is requu•ed by the Leases to undertalce or pet•form on or after the
Effective Date and (ii) for any damages (subject to the tet•ms of the Lease), including, but not
limited to, propei�ty loss, property damage and/oi• peisonal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractois on or
after the Effective Date.
6. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent on behalf of the respective party, and that such binding authority has been
granted by proper order, i•esolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this wari•anty and representation in entering into this Consent.
7. This Consent may be executed in any number of counterparts, all of which shall constitute
the same instrument.
8. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Leases.
Consent to Assignment ofCSC No. 4] 118
by Don E. Hansen to
Sandpiper Operating, LLC
Page 2 of29
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in inultiples on
this the :�3rd day of Marclt , 2021.
CITY OF FORT WORTH:
By: ���a_.1 ��--_
Fernando Costa
Assistant City Manager
Date: .3%�3�`zo2 i
APPROVED AS TO FORM AND LEGALITY:
By:
Thomas Royce
ATTESrT:
By:—%�
Mary J. Ka
M&C: 02-0126
M&C Approved:02/16/2021
Form 1295:2021-706728
STATE OF TEXAS
COUNTY OF TARRANT
§
§
Notaiy Public in and foi• the
n, Assistant City Attorney
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fei��ando Costa, lcnown to me to be the person whose name is
subscribed to the foregoing instrument, and acicnowledged to me that the same was the act ofthe City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration thei•ein expressed and in the capacity therein stated.
GNEN UNDER MY HAND AND SEAL OF OFFICE this
��rC� , 2021.
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Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 3 of 29
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Contract Compliance Manager:
By signing I aclrnowledge that I am the person responsible for the monitoring and administration of
�including en�g all perforinance and reporting requu•ements.
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Real Property Manager
LESSEE:
DON E. HANSEN
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Date: 3 � � 2 %
STATE OF TEXAS §
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COUNTY OF �} ZG�� i�'§
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Don E. Hansen, known to me to be the person whose name is subscribed
to the foregoing instrument, and acicnowledged to me that the same was the act of Don E. Hansen
and that s/he executed the same as the act of Don E. Hansen for the purposes and consideration
therein expressed and in the capacity therein stated.
GIVE C�DER MY HAND AND SEAL OF OFFICE this ��T
/V1,4 Pa , 2021.
day
Public in and for the State of Texas
Co��sent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 4 of 29
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ASSIGNEE:
SANDPIPER OPERATING, LLC
:
Date: � �'-"��
STATE OF TEXA , §
COUNTY OF ��§
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day pei•sonally appeared DON E. HANSEN Irnown to ine to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
SANDPIPER OPERATING, LLC, and that he executed the saine as the of SANDPIPER
OPERATING, LLC, for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ��T day
`� q (Z,C � , 2021.
. �
Not •v Public in and for the State of Texas
�' " ��' KARLA ANN CLARK
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�Uy Nolary ID # 1717146
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Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 5 of29
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�XHIBIT A
ASSIGNMENT AND ASSUMPTION OF LEAS�
FROM DON E. HANSEN TO SANDPIPER OPERATING, LLC
Consent to Assignment of CSC No. 41 1 I 8
by Don E. Hansen to
Sandpiper Operating, LLC
Page 6 of29
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this "AssignmenY') is made
to be effective on that same and equal date as the date that certain Consent to
Assignment of City Secretary Contract No. 41118, made and entered into by and
between the City of Fort Worth, Don E. Hansen and Sandpiper Operating, LLC, a Texas
limited liability company, for the purpose of consenting to this Assignment (the
"ConsenY'), is made effective, being at some time either upon, or subsequent to, the
Fort Worth City Council's approval of said Consent ("Effective Date"), by and between
Don E. Hansen, an individual ("AssiQnor'), and Sandpiper Operating, LLC, a Texas
limited liability company ("Assiqnee"), sometimes together referred to as the "Parties."
WITNESSETH:
WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease
Site No. 10/Hangar 9-S Fort Worth Meacham International Airport, more commonly
known as City Secretary Contract No, 41118, attached hereto as Exhlbit "A" and
incorporated herein by reference, by and between Assignor and the City of Fort Worth,
having an effective date of November 17, 2010 (the "Lease ApreemenY'), Assignor is
currently the lessee of approximately 100,324.08 square feet of unimproved ground
space af Fort Worth Meacham International Airport in Fort Workh, Tarrant County,
Texas, known as Lease Site No. 10/Hangar 9-S (the "Premises"), being more
particularly described in Exhibit "A";
WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and
Assignee desires to assume the Lease Agreement in compliance with and pursuant to
the terms of Sections 15.1 and 15.2 of the Lease Agreement;
WHEREAS, the City of Fort Worth is willing to approve this Assignment on the
conditions that all terms and conditions of the Lease Agreement and all related
documents remain in ful( force and effect and that Assignee is bound by the terms and
conditions of the l.ease Agreement as if it had executed the Lease Agreement as an
original lessee.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as foliows;
1. Assignor does hereby assign, sell, transfer, and convey to Assignee, all of
Assignor's right, title and interest in and to the Lease Agreement, in the leasehold
created thereby, and any and all improvements located on the Premises, to have
and to hold from the Effective Date hereof until the end of the term of the Lease
Agreement, as such term may be extended pursuant to the terms of the Lease
Agreement.
ASSIGNMENT AND ASSUMPTION OF
I:\02 74710 015114 U 3704. DO C X
Page 1 of 3
Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen ta
Sandpiper Operating LLC
Page 7 of 29
2. Assignee hereby accepfs such assignment and transfer and agrees to assume
and to perForm and discharge all obligations, liabilities, duties and covenants of
Assignor under the Lease Agreement as of the Effective Date hereof, including,
but not limited to, the payment of rent, payment of utilities, procurement of
insurance, obligations to indemnify, compliance with any applicable laws and
regulations and performance of upkeep, maintenance and repairs of the
Premises, where required by the Lease Agreement, which may arise on or after
the Effective Date hereof and relate to the period on or after the Effective Date
hereof, to the same extent as if Assignee had originally executed the Lease
Agreement and was named as the "Lessee" therein.
3. Assignee hereby indemnifies and holds Assignor harmless from and against any
and all claims, expenses, costs, obligations or other liabilities with respect to the
Lease Agreement arising or incurred on and after the Effective Date hereof with
respect to events occurring on and after the Effective Date.
4. Assignor makes no representations or warranties of any kind or nature
whatsoever with respect to the Lease Agreement or the Premises, whether
express or implied, any and ail such representations and warranties being
expressly disclaimed.
5. Assignor represents and warrants that there are no agreements, oral or written,
with respect to the use or occupancy of the Premises and the improvements
located thereon other than as contained in the Lease Agreement, Further,
Assignor represents that the Lease Agreement is in full force and effect, and is
not in defaulf or subject to defense, offset, or counterclaim on the part of
Assignor.
6. This Assignment shall inure to the benefit of and be binding upon and
enforceable against Assignor and Assignee and their respective successors and
assigns.
7. This Assignment shall be deemed to be an agreement made under the laws of
the State of Texas, being where the Premises is located, and for all purposes
shail be governed by and construed in accordance with the laws of the State of
Texas.
8. This Assignment contains the entire understanding between the Parties with
respect to the assignment of the Lease Agreement as contained herein. This
Assignment may not be changed or modified orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change, or
modification is sought,
9. This Assignment (and the City of Fort Worth's Consent to
attached hereto and made a part hereofl may be executed
counterparts, each of which shall constitute an original and all
taken together, shall constitute but one and the same instrument.
ASSIGNMENT AND ASSUMPTION OF LEASE
I :1D2747\0015U 4 U3704.DOCX
this Assignment
in one or more
of which, when
Page 2 of 3
Consent to Assignment of CSC No. 411 18
by Don E. Hansen to
Sa��dpiper Operating, LLC
Page S of29
To be effective the Effective Date provided hereinabove.
ASSIGIVOR:
�l�J.
Don E. Hansen
Dated: /� 2 �f • �' , 2021
ASSIGNMENT AND ASSUMPTION OF LEASE
I:\02 7471001 511 4 U 370 4. D 0 C X
AS5IGNEE:
SANDPIPER OPERATING, LLC,
a Texas limited liability company
BY: ,C9�- �'1 �-----
Don E. Hansen, Sole Manager and
Sole Member
Dated: G � 29�j"r , 2021.
3of3
Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 9 of 29
Exhibit "A"
Unimproved Ground Lease Agreement
Lease Site No, 10/Hangar 9-2
Fort Worth Meacham International Airport
Consent to Assignment ofCSC No. 41118
by Don E. Hansen to
Sandpiper Operating, LLC
Page 10 of29
cinr sEc�Era�vv
con�c�r No.. ��- LL�`�—
UNIMPROVED� GItOUND LEASE
LEAS� SITE TVO. 10/13ANGAR 9-S
FORT WORTH MEACHAM INTERNATZONAL AIRPORT
This iJNIMPRO VED GROUND L�+ ASE AGREEM�NT ("Agreement") is made and
entered into by and between the C�TY OI�' FORT WORTH, T�XAS ("Lessor"}, a home rule
murucipal cozporation organized under [he laws of the State of Texas, acting Uy and lhrough its
duly authorized Assistant City Manager I'�RNA1�0 GOSTA, and DON E. HANSEN
(�°Lessee") an T��dividual.
RECITALS
The following introductory provisions are true and conect and form the basis of this
Agreement:
A. Lessor and Don E. Hansen previously entered into City Secretary Contract ("CSC") No.
8938, as amended by CSC Nos. 9123 and 17327 and assigned to Lessee pursuant to C5C No. 18968
(the "Lease"), a]ease of real proparty at Fort Worih Ivleachanl Intemalional Airport {"Airport")
known as Lease Site No. 10 (Hangar 9-S) (the "Leased Premises"). The T,ease is a public document
on file in Lessor's City Secretary's O�ce.
B. Pursuant to CSC No. 28264, T,essor consented to the execufion of a Deed of Trusl
between Lessee and Surrunit Bank, N.A. under which Lessee gave Summit $ank, N.A. a lien on
Lessee's leasehold interest in the Leased Premises.
C. On or about December 30, 2002, pursuant to CSC No. 28262, T.essee, Sandpiper Airport
Inn, Ine., assigned sil of I,essee's right, tifle and interest in the L,eased Preuuses to Assignee,
Don E. Hansen; and Lessor consented to such assigrunent based on aI] tenns and conditions set
forth in the Consent.
D. Lease Site No.10 (Hangar 9-S) shall hereinafter and collectively be referted to as the
"Leascd Premises," and CSC Nos. 8938, 9123, 17327, 18965 and 28262 shall hereina8er and
collectively be referred to as the "Prevlous Leasc:'
E, In exchange for significant improvements to the Leased Premises, Lessee has requested,
and the City has consented, to cancel all terms and conditions of the Previous Le�se, and enter
into a New Lease Agree�nent (Fhe "Lease") with Lessee.
I�OW, THER�FORE, in consideration of the mutual covenants, promises and
obligations contained herein, the parhies agree as follows:
1. PROPERTY LEASED.
EXHIBIT A
�As of Ootober I, 2009, Fon Worth Avialion Schc�lulc of Rates and Ch.irg�t no longerdi(ferenliTtes bctweenurwnproved and improvalland.
Unimproved Grouad I.ease Agreeinen[
Don E. Hanscn Hangar 9S
Page 1
i1-16-10 ni�:4e ���
Consent to Assignment ofCSC No. 411 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 1 I of 29
Lessor hereby detnises to Lessee approximately ] 00,324.08 square feet of
unimproved ground space at Fort Worth Meacham Intemational Airport ("Airport") in
Fort Worth, Tarrant County, Texas, ("Preznises"), as shown in Exhibit "A," attached
hereto and hereby made a part of this iease for all purposes.
2. TERM OF L�ASE.
Z.1 Tnitial Term
The tarm of this Lease shall commence on ihe date of execuiion ("Effective
Date") and expire at 11:59 P.M. on May 31, 2026, unless terminated earlier as provided
herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this T.ease, upon
expiration of the Inirial Tecm of this Lease, T.essee shall have fivo (2} consecutive options
to renew this Lease for additional successive terms of five (5) years each (each a
"Renewal Term") at a rental rate calculated in accordanee wilh Section 3.l of this Lease
and on terms and conditions that may be prescribed by Lessor at the time. Lessee shal]
notify Lessor in writing of its intent to exercise a respective opNon not less than ninety
(90) nor more than one hundred eighty (180) days prior to the expiration of the term then
in effeck If Lessee does not exercise its option for a first Renewal Term within the time
frame provided herein, iessee shai] automatically and simultaneously forfeit its second
option to lease the Premises for a second Renewal Term, and Lessee shall no longer have
any riglrts or interest in Fhe Premises following the expiration of the IniUal Term.
2.3. Holdover.
If Lessee holds over after the expiration of the UuHal Term or any Renewal Term,
this action wilt 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 T.essor's Schedule of Rates and Charges or similazly published schedule in
effect at the rime. .
3. R�NT•
3.1. Annual Rent for Prenuses.
Lessee shall commence the payment of rent on the Effective Date of this Lease
and conlinue as follows:
3.1.1. From the Effective Date until May 3l, 2016, Lessee shall pay Lessor, at a
rate of $0.08 per square foot, annual rent in the amount of Eigiit Thousand and
Twenty Five Dollars and 93/100, (�8,025.93), which will be payable in twelve
Unimproved Ground Lease Agreemenc
Don E. Hanscn Hangar 95
Page 2
Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page I 2 of 29
monthly installments of Six Hundred Sixty Eight Dollars and•83/l00, (�668.83)
each.
3.1.2. On June 1, 2016, I.essee's rental rate shall be adjusted to equal the then-
current Crround Rental Rate prescribed by the 5chedule of Rates and Charges for
the type or types of properiy at the Airport similar to the type or types of property
that coinprise the Premises.
3.2 Rent Adlustments.
On October 1, 2016, and on October Isf of each year thereafter, Lessee's rental
rate shall be subject to increase by Lessor to reflect the upward percentage change, if any,
in the Consumer Price Index {"CPI") for the Dallas/Fort Worth Metropolitan Area, as
announced by the United States Department of Labor or successor agency during the
preceding twelve-month period ("CPI Change")• If there is no CPI Change or the CPI
Change is downward, the rental rate for the Premises shall remain constant until the
foliowing October ls�. In no event shall the rentai rate for the Premises ever be adjusted
downward or ever exceed the Schedule of Rates and Charges for the type or types of
property at the Airport similar to the type or types of property that comprise the Premises.
3.3. Five-Year Adtustments.
In addition to the tlnnual Rent Adjustrnents, on October l, 201 G, and every fifth (5'�)
year thereafter for the remainder of the term of die Lease, rent shall aixtomatically be
adjusted to equal the then-current rates prescribed by die Schedule of Rates and Charges for
the type or types of property at the Airport similar to the type or types of property that
comprise the Premises.
3.4. Pavment Dates and Late Fees.
Monthly rent payments are due on or before the first (lst) day of each inonth.
Payments must be received during normal working hours by the due daie at the location
for Lessor's Aviation Department set forth in Section 14. Rent shall be considered past
due if Lessor has not received full payment after the tenth (lOth) day of the month for
which payment is due. Wifhout limiring Lessor's termination rights as provided by this
Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the
enfire balance of any overdue rent that Lessee may acerue.
4. UTII.ITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use
of all utility service to all portions of the Premises and for all other related uti3ity expenses;
including, But not limited to, deposits and expenses required for the installation of ineters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, installarion,
rnaintenance or repair of any and all utiliries serving the Premiscs, including, but not limited to,
Uuimproved Ground Lease Agreement
Don E. Hansen Hangar 95
Pnge 3
Consent to Assignment of CSC No. 41 I 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 13 of29
water, sa�vtary sewer, electric, gas and telephone utilides. In addition, Lessee agrees that all
utilities, air conditioning and heating equipment and other electrically-operated es�uipment which
may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing,
Building and Fire Codes ("Codes"), es they exist or may hereafter be amended.
5, i1�IATNTENANCE Ai�1D R�PAIILS•
5.1. Maintenance and Repairs bv Lessee.
Lessee a�ees to keep and maintain the Premises in a good, clean and sanitary
condition at ell rimes. Lessee covenants and agrees tbat it will not make or suffer any
waste of the Premises. Lessee will, at Lessee's sole cost and expense, make all repairs
necessary to prevent the deterioration in condition or valne of the Premises, including,
hut not lunited to, the maintenance of and repairs to all structures, including, but not
limi�ed to, doors, windows and roofs, and all fixtures, equipment, modificarions and
pavement on the Premises. Lessee shall be responsiUle for all damages caused by Lessee,
its agents, servants, employees, contractors, subeontractors, 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, except as otherwise expressly provided herein, all
improvements, h'ade fixtures, furnishings, equipmant and other personal property of
every kind or descriprion which may at any time be on the Premises shall be at iessee's
sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for
any damage to suclt property or loss suffered by Lessee's business or business operations,
which may be caused by the bursting, overIlowing or leaking of Lessee's sewer or steam
pipes, from water from any source whatsoever, or from any heating fixmres, plumbing
fixtures, electric wires, noise, gas or odors, or from causes of any other matter.
5.2. Comnliance with t�DA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in
full comp]iance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all unprovements if makes at the
Airport shall comply with all ADA requirements.
5.3. Inspecdon.
5.3.1. Lessor shall have the right and privilege, through its officers, agenes,
servants or employees, to inspeck the Premises. Except in the event of an
emergency, Lessor shall conduct any such inspecdon during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least twenty-four
(24} hours notice prior to inspection.
5.3.2. If Lessor determines during an inspection of the Premises that r.essee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Unimproved Ground Leasc A�eement
Don E. Aaasen Hangar 9S
Page 4
Consent to Assignment of CSC No. 4] I 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 14 of29
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 witlun a reasonable time,
considering the nature of the work to ba 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 discrerion,
perFornt such maintenance or repairs on behalf of Lessee. Tn this event, Lessee
will reimburse Lessor for the cost of the maintenance or repairs, and such
reimbursement will be due on the date of T.essee's next monthly rent payment
following complerion of the maintenance or repairs.
5.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal, state or local laws, rules or regulations.
5.3.4. Lessee wilI permit the City's Fire Marshal or his or her authorized agents
to inspect the Premises and Lessee wil! coinply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to biing 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 hereafler be
flmended. Lessee shall maintain in proper condition accessible fire extinguishers
of a number and type approved by the Fire Marshal or his or her authorized agents
for the particular hazard involved.
5.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable
federal, state and local environmental and indemni�5cation laws, statutes, regulations or
standards. Lessee agees that it has inspected the Premises and is fully advised of its own
rights witttout reliance upon any representation made by Lessor 'conceming the
environmental condition of the premises. LESSEE, AT ITS SOLE COST AND
EXPENSE, AGREES TbiAT IT SHALL B.E FULLY RESPONSIBLE FOR THE
REMEDIATIDN OF A1YY VIOLATION OF ANY APPI.ICAIiLE FEDER4L, S7'ATE
Olt LOCAL ENVI120NMENTAL RLGULATTONS OR STANDtIRDS Tf�iT IS
CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SE.RVANTS, EMYLOYEES,
CaNTR4CTOltS, SUBCONTRACTORS OR WVITEES.
6. CdNSTRUCiION AND IMPROVE!VIENTS.
6.1 DiscretionarV ImProvements.
Lessee may, at its sole discretian, perform modifications, renovations or
improvements on the Premises. However, Lessee may not initiate any kind of
modification, renovation or improvement on or to the Premises unless it fust submits all
plans, specifications and estimates for the costs of the proposed work in writing and also
Unimproved Ground Leaso Agreement
Don E. Hanscn Hangaz 95
Page 5
Consent to Assignment of CSC No. 41118
by Don E. Hansen to
Sandpiper Operating LLC
Page I S of 29
requests and receives in writing approval from the Airport Systems Director or his or her
authorized designee. Lessee covenants and agrees that it shall fully comply with ail
provisions of Section 6 of this Lease in the performance of any such discrerionary
modificarions, renovations or improvements.
6.2. Process for A raval of Plans.
Lessee's plans for construction and 'unprovements shall conform with the AirporPs
architectura] standards and must also receive written approval from the City's
Departinents of Development and Transportation and Public Works. All work shall
conform to all federal, state and local laws, ordinances, rules and regulations in force at
the tune that the plans are presented for review.
6.3. Documents.
Lessee st�all supply the Airport Systems Director or his or her authorized designee
�vith comprehensive sets of documentation relative ta any modification, renovation,
construction or unprovement, mcluding, at a mirrimum, as-built drawings of each project
within sixty (60) days after completion of constrvction. As-built drawings s6all be new
drawings or redline ehanges to drawmgs previously provided to the Auport Systems
Birector or his or her authorized designee. Lessee shall supply the textual documentation
in computer format as requested by Lessor.
6.4. Bonds Required of Lessee.
Prior to the commencement of any mandatory or discretionary modification,
renovation, improvement or new construction, Lessee shall deiiver 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 Lessea �vith all requirements, terms and
conditions of this Lease, excludimg rental payments, including, but not lunited to, the
satisfactory completion of the respective inodifications, renovations, construction projects
or improvements, and (ii) full pay[nents to all persons, firms, corporations or other
entities with whom Lessee has a direct relationship for the performance of such
modifications, renovations, construction projects or improvements.
In lieu of the required bond, and excluding rental payments, Lessee may provide
Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal
to 125% of the full ainount of each construction contract or project. If Lessee makes a
cash deposit, Lessee shall not be entitled to any intarest earneci thereon. Certificates of
deposit shall be from a financial insritution 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 I.essee and Lessor
shall have no rights in such interest. If Lessee £ails to complete the respective
modificarions, renovations, construction projects or improvements, or if clauns are filed
Unimproved Ground Lease Agreemene
Don E. Hansen Hangaz 9S
Page 6
Consent to Assignment of CSC No. 411 18
by Dou E. Hansen to
Sandpiper Operating, LLC
Page 16 of 29
by third parties on grounds relating to such modifications, renovations, constntcrion
projects or improvements, Lessor shall be enritled to draw down the full amount of
Lessee's cash deposit or certificate of deposit.
6.5. Sonds Re uired of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in lccordance �vith the Texas Government Code,
Chapter 2253, as amended, to cover the costs of all work performed under such
contractor's contract for such modifications, renovations, improvements or new
construction. Lessee shall provide Lessor with eopies of such bonds prior to thc
corrunencement of such modi�ications, renovations, improvements or new conshuction.
The bonds shatl guarantee (i) the faithful performance and completion of all construetion
work in accordance with the final plans and specifications as approved by the City and
(ii) full payrrtent for all wages for labor and services and of all bills for materials, supplies
and equipment used in the performance of the construcNon contract. Sueh bonds shall
name both Lessor and Lessee as dual obligees. Lf Lessee serves as its own contractor,
SecHon 6.5 shall apply.
6.6. Re1 uses bv Lessor U on Com letion of Constructlon Worlc.
Lessor wil] allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee
serves as its own contractor, verification that Lessee has completed construction work or (ii),
where Lessee uses a contractor, receipt of the contractor's invoice and vezifica6on that the
contractor has completed its worlc and released Lessee to the extent of Lessee's payment for
such work, including bills paid, affidavits and waivers of liens.
7. USE OT PREMIS�S.
Lessee hereby agrees to use the Premises solely for aviation-related purposes onlY•
Lessee is hereby prohibited from the provision, without limitation, of the following concessions;
ground transportation for rent or hire, including taxi and limousine services; food sales; barber
and valet services; alcoholic beverage sales; sales of pilot supplies; newsstands; and gif� and
other retaii shops. However, Lessee may install and operate vending machines on the Premises
for use by Lessee and its employees.
8. SIGNS .
Lessee may, at its sole expense and witli the prior written approval of the Airport Systems
Director or his or her aufliorized designee, install and maintain sigus on the Premises related to
Lessee's business operations. Such signs, however, must be in keeping witU the size, color,
location and manner of display of other signs at the Airport. Lessee shall mainiain all signs in a
safe, neat, sigl�tly and physicAlly good condition.
Unimproved Ground Loase Agrecmenl
Don E. I-Ianseu Ylangar 9S
Page 7
Consent to Assignment of CSC No. 41 I 18
by Don E. Hansen to
Sandpiper Operating LLC
Page 17 of29
9, RiGHTS AND RESERVATIONS OFI,ESSOR.
Lessor hereby retains the following rights and reservations:
9.1. T,essor reserves the righE to take any action it considers uecessary 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,
consritute a hazard to aircra$ or diminish the capability of existing or fuYure avigational
or naviga6onal aids tised at the Airport.
9.2, Lessor reserves the right to temporarily close the Airport or any of its facilities for
maintenance, improvements, safety or security of either the Airport or tha puUlic, or for
any other cause deemed necessary by Lessor. Except in the event of an etuergency,
L.essor will provide Lessee written notzce of any planned closing of the Airport at least
forty-eight (48) hours in advance thereof. In any event of closing, whether pianned or for
an emergency, Lessor shall 'm no way be liable for any damages asserted by Lessee,
including, but not limited to, damages &om an alleged disruption of �.essee's business
operarions.
9.3. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Govemment 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, mainkenance or repair of Auport infrastruchue.
9,q, 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 ins�ument which are inconsistent with the provisions of the
lease to the Govemment shall be suspended. Lessor shall not be liable for any loss or
damages alleged by Lessee as a result of this action. However, aothing in this Lease shall
prevent Lessee fzom pursuing any rights it may have for reimbursement from the United
States Govemment.
9.5. I.essor covenants and agrees that during the te� of fliis 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 Unitecl States Government through the
Federal Airport Act; and Lessee agrees that tlus Lease and Lessee's rights and privileges
hereunder shall be suUordinate to the Sponsor's Assurances.
9.6. Lessee's rights hereunder shall be subject to all e�sting und future utility and
drainage easements and rights-of-way granted Uy Lessor for the installation, maintenance,
inspection, repair or removal of faciliries owned or operated by elechic, gas, water,
sewer, communication or other utifity companies: Lessee's rights sha11 additionally be
subject to all rights granted by any ordinance or statute wYuch allows utility companies to
use publicly-owned property for the provision of urility services.
Unimprovcd Ground Leaso Agrcemant
Don E. Hansen Hangar 95
Page 8
Consent to Assignment of CSC No. 41 I 18
by Don E. Hansen to
Sandpiper Operating LLC
Page 18 of29
10. iNSTJRANCE.
10.1. `i'vpes of Coveraee and Limits.
Lessee shall procure and maintain at ail times, in ful] force and effe�t, a policy or
policies of ins�ranee us specified in Secdon ]� of this Lease, naming the City of Fort
Worth as an additional insured and covering all risks related to the leasing, use,
occupancy, maintenance, existence or location of the Premises, Lessee shall obtain the
following insurance coverage at the limits specified herein:
• Pro er •
Fire and Extended Coverage on all improvements at full replacement cost limit;
. Commercial General Liabiliri:
$1,000,006 per occurrence, including products and completed operarions;
s Automobile Li�bitiri:
$1,000,000 per accident, including, but not limited to, coverage on any automobile
used in Lessee's operations on the Premises;
In addition, Lessee shall be responsible for all insurance to construcrion, improvements,
modifications or renovations to the Premises and for personal propercy of its own or in its
care, custody or c;ontrol.
1D.2. Adiustments to Required Co�era¢e and Limits.
Tnsurance requirements, including addi6onal types of coverage and inereased
limits on exisUng covecages, aze subject to change at Lessor's option when necessary to
cover Lessee's operarions at the Airpori. Lessee will according�y comply with such new
requirements within thirty (30) days following notice to Lessee. Such notice to Lessee
shall provide reasonabie evidence of tl�e necessity for such new insurance requirements.
10.3. Certificutes.
As a condition precedent to the effectiveness of this Lease, Lessee shall fumish
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 lterein. Lessee hereby covenants and agrees tl�at not less than thirty (30) days
prior to the expirarion of any insurance policy required hereunder, it shall provide Lessor
with a new or renewal certif cate of insurance. In addirion, Lessee shall, at Lessor's
request, provide Lessor with evidence that it has maintained such coverage in full force
and effect.
Unimproved Qraund Lease Agreement
pon E. Hansen Hengar 95
Page 9
Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 19 of29
10.4. Additional Re4uirements.
Lessee shail maintain its insurance with underwriters authorized to do business in
the State of Texas. The policy or policies of insurance shall be endorsed to cover all of
Lessee's operations at the Airport and to provide tliat no tnaterial changes in coverage,
including, but not limited to, cancellation, termination, non-renewal or amend�nent, shall
be made without thirty (30) days' prior written notice to Lessor.
il. TIVDEPENDENT CONTRACTOR.
It is expressly understood aud agreed that Lessee shall operate as an independent
conu-actor as to a11 rights and privileges granted herein, and not as an agent, representative or
employee of T,essor. Lessce shall have the exclusive right to control the details of its operatioi�s
and activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agcnts, servants, employees, contractors, subcontractors, licensees and invitees. Lessee
acknowledgcs that the doctrine of respondeat s��perior shall not apply as between Lessor and
Lessee, its officers, a�ents, employees, contractors and subcontractors. Lessee furti�er agrces
that nothing herein shall be construed as the creation of a partnership or joint enterprise hetween
Lessor and Lcssee.
12. INDENiNIFICATION.
LESSEE SH,4L% Bi' LIf1BLE AND RESPONSIBLE FOR ANX CL,4IMS,
DEMfiNDS, LAN'SUITS OR OTfIER ACTIONS FOR DAMAGES OF A1V1' KIN.a,
INCL UDING, 73U'P NOT LIMITED TO, PIZOPERTY LOSS, PROPERTY DAMAGE AND
OR PERSONAL INJURY OF fiNY gIND OR CHARACTER, INCL UDIIVG DEA'I'H,
WHETHER I2EAL OR ASSERTED, ARCSTNG OUT OF OR IN CONNECTION �T'TI'H I7'S
USE OF OR OPERATXONS ON THL PREMISES UNDER TI�IS LEASE, EXCEPT TO
THE EXTEN7' CAUSED BX THE GROSS NEGLIG�NCE OR INTENTION�4L
MISCONDUCT OFLESSOR, IT'S OFFICERS, AGENTS, SERYANTS OR EMPLOYEES
LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMMFY, DEFEND AND
I�pI,D HAI2MLESS iESSOR, I7'S OFFICLRS, AGBN7'S, SERVANTS �3ND OR
EMPLOYEES, FROMAND AGAINST ftNX C1�AIM, I✓] ►YSUIT OR OTHER ACTION FOR
DAM.4 GES OF' tiNl` KIND �R C'Hf1R�f CTER, INCL UDiNG, BUT 1VOT LIMTlED TO,
PROPERTX DAMAGE OR LOSS (INCLUD,CNG ALLEGED DAMr4GE OR LOSS TO
LESSEE'S BUSINESS AND ANY RESULTING LOST PROFI'I'S) AND OR PERSONAL
INJURY, INCLUDING DEATH, WHETHER 17EAL OR .4SSE/tTED, ARLSING OUT OF
OR IN CONNECTION l�V!'TH THE USE, LEASING, Mtt1NTENANCE, OCCUPANCX,
EXISTENCE OR LOCATION OF THE 1'REMISES OR ANY IMPROVEMENTS
TfI�REON, EXCEPT TO THE EXTENT CAUSED BX THE GROSS NEGLIGENCE OR
I1V7BNTIDNAL MI3CONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERViiNTS OR
EMPLOYEES.
LESSEE ASSUME.S �4LL I�SPONSIBILITI' AND AGR&'ES TO PAYLESSOR FOR
OR �4NX IMt'ROVEM�TSOTfIEItEONE� CH AXISE OUT OF OR IN CONNECT ON
Unimproved Ground Lease Agreement
Don E. Hansen Hanger 9S
Page 10
Consent to Assignment of CSC No. 4] l 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 20 of 29
WITH �1NX AND f1LL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CON1'R4CTORS, SUBCONTRACTORS, LICENSEES OR INVI'IBES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGBNCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS SERVANTS, AGENTS OR
EMPLDYEES.
LESSOR DOES NOT GUARANTEL� POLICE PROTECTION TO LESSEE OR ITS
P120PERT�: LES,SOR IS OBLXGATED ONLY TO Pl20YIDE SECURITY ADEQUATE TO
MAINT.91'N LESSOR'S CERTIFICr1TlON UNDBR FAA .REGUI�ITIONS. LESSEE
SHALL COMPLY WI7'H ALL APPLICABLE IiEGUL�4TIONS OT THE FfIA .RELATING
TO AIRPORT SECURITY ON TtIE PREMISES Ff'HICIi IS REiATED TO LESSEE'S
OPERATI'ONS TFIL�REON AND BBALL COOPERATE WITH LESSOR IN THE
IMPLEMENTATION AND BNFORCEMENT OF LESS012'S SECURITY Pl�}N AT THE
AIRPOItT. LESSEE SHALL PAY tfLL FINES IMPOSED BY THE FAA ON LESSOR OR
LBSSEE RESULTINC FROM LESSEL�'S FAILURE TO COMPLY f-YITH SUCH FAA
R�'GULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PAI2TIES FROM
THEIR OBTAINING ACCESS TO THE AIR OPER4TTONS AREA OF THL� AIRPORT
FROM TfIB PREMISES.
�3, TERMINATION.
In addirion to tenninarion rights contained elsewhere in this Lease, I.essor shali have the
right to tenninate this I.ease as follows:
13.1. RaIIure bv T.essee to J?av Ren� Fees or OEher Chur�es.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shull deliver to Lessee a written invoice and notice to pay the invoice withio thirty (30}
calendar days. If Lessee fails to pay the balance outstanding wit�un such time, Lessor
shall have the right to tenninate this Lease immediately.
13.2. Breach or Default bv T.essee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shaU have thirty (30) calendar days following such written nofice to cure,
commence to cure, adjust or correct the problem to the standard existing prior to the
breach, and sl�all continue said efforts in a conscientious manner unril said default is
cured. If Lessee fails to cure, or undertake to cwe, the breach or default within such time
period, Lessor shall have the right to terminate this Lease immediately
13.3 T.essee's Financial ObliQations to T.,essor u on Terruinaiion Fireach or
Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges
or for any breach or default as provided in Sections 13.1 or 13.2 of this T.ense, dlen
iJnimproved Ground Lense Agrcament
Don E. Hansen Hangnr 9S
Page l 1
Consent to Assignment ofCSC No. 41118
by Don E. Hansen to
Sandpiper Operating, LLC
Page21 of29
subject to offsets for rents received by Lessor subsequent to the breach, Lessee shall be
liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in
effect as well as all arrearages of rentals, fees and charges payable hereunder. 1n no event
shall a reentry onto or reletting of the Premises by Lessor be construed as an elacUon by
Lessor to forfeit any of its rights under this Lease.
13.4 Ri�hts of Lessor Uaon Terminatlon or Exairation.
Upon termination or exgirapon of this L.ease, title to all improvements on the
Premises and all fixtures and other items attached to any structwe on the Premises shall
pass to Lessor. In addition, ali rights, powers and privileges granted to�Lessee hereunder
shall cease and Lessee shall vacate the Preraises. Within twenty (20) days following the
effective date of terrnina6on or expiration, Lessee shall remove from the Premises all
trade fixtures, tools, machinery, equipmen�, materials and s�pplies placed on the
Premises by Lessee pursuant to tlus Lease. Aftex such time, Lessor shall have the right to
take full possession of the Premises, bp force. i�necess��y, $� to remove any and all
parties and property remaining on any part of the Premises. Lessee agcees 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 Lessors assertion of its right to terminate or Lesso�s exercise of any rights
granted hereunder.
14. NOTICES.
Notices required pursuant to fl�e provisions of this Lease shall be co scla entsy emp o lees,
to have been delivered when (1) hand-delivered to the other party, g Y
servants or repxesentatives, or (2} deposited in the United States Mail, postage prepaid, addressed
as follows:
To LESSOR:
City Of Fort Worth
Aviation Department
4201 North Main Street, Suite 200
Port Worth, Texas 76106
J.S. ASSIGNM�NT AND SUSLE'T`TING.
15.1. In General.
To LESSEE:
Don E. Hansen
420I North Main Street, Suite 114
Fort Worth, Texas 76106
Lessee shall have the right to sublease all or portions of the Premises as provided
by and in accordance with Section 7 of this Lease. Otherwise, Lessee sha11 not assign,
seil, convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
Unimproved Ground Lease Agreemcnt
Don E. EIunsen Hangnr 9S
Pagc 12
Consent to Assigninent of CSC No. 41 I 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 22 of 29
15.2. Conditions of Aa»roved Ass➢ - ments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in tivs Lease shall apply to the assi�ee or sublessee, and such
assignee or sublessee shail be bound by the tenns and conditions of this Lease the same
as if it had originally executed this Lease. Tlte failure or refusal of Lessor to approve a
requested assignment or sublease shall not relieve Lessee of its obligations hereunder,
including payment of rentals, fces and charges.
16. LTENS 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 pro�erty
of Lessor. If any such purported lien is created or fi3ed, Lessee, at its sole cost and expense, shall
liquidate and discharge the same witlun thirty (30} days of such creation or filing. Lessee's
failure to diseharge any sueh purported lien shall constitute a breach of this Lease and Lessor
may terminate tl�is Lease upon thirty {30) days' written notice. However, Lessee's financiai
obligation to Lessor to liquidate and discharge such lien shall continue in effect following
termination of this Lease and until such a tune as the lien is discharged.
17. T.A3�S AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or loeal ta3ces 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.
I8. CO�V�LTANCE WTT�I LAWS ORDINANCES. RULES AND REGULATIONS.
Lessee covenants and agrees thet it sball 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 aud
Lessee immeciiately shall remove from the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itself shall constilute an im�nediate breach of
ihis Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations establisl�ed by the Airport Systems Director; and
all rules and regulations adopted by the City Council pertaining to the conduct required at
ai�orts owned and operated Uy the City, as such laws, ordinances, rules and regulations exist or
may hereaier be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
empioyees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation.
19. NON-DTSCRIMINATION CO'V�NANT.
Unimproved Ground Lease Agreemeat
llon E. Hansen Hangar 9S
Page 13
Consent to Assignment of CSC No. 41 1 I 8
by Don E. Hansen to
Sandpiper Operating, LLC
Page 23 of 29
Lessee, for itself, its personal representatives, successors in interest and assigns, as port of
the consideration herein, agrees as a covenant running with tbe land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on flie 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 coastruction of any improvements or alterations to tY�e Premises on grounds
of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender
idenHty, or gender expression.
Lessee agrees to fumish its accommodarions and to price its goods a�id serviees on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all rimes
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 2I, Non-Discriminarion in Federally Assisted Progams 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 bamiless.
20. T.ICENS�S AND PERNIITS.
T.essee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operarion of its operations at the Airport.
21. GOVEIiNMENTAL POVVERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
sunender any of its govemmental powers.
22. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shal] not consfitute a waiver of L.essor's right to
insist upon appropriate performance or to assert uny such right on any futwe occasion.
23. VENUE AND .T[JRTSDICTION.
Tf 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 5tates District Court for the
Nortbem District of Texas, Fort Worth Division. Tbis Lease shall be conshued in accordance
with the laws of the State of Texas.
24. A'TTORNEYS' I'EES.
Unimproved Ground Lease Agreement
Don E. Ransen Hangar 9S
Page 14
Consent to Assignment of CSC No. 41 1 18
b}� Don E. Hansen to
Sandpiper Operating, LLC
Page 24 of 29
In the event tl�ere should be a breach or default under any provision of this Lease and
either pariy should retain attomeys 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 he responsible for its own attorneys
Fees, and the prevailing party shall not be entitled to recover attorneys' fees.
ZS. S�VERABILI'I'X.
If any provision of this Lease shali be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
26. FORCE MA,TEi7RE.
Lessor and Lessee shall exercise every reasonahle 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
perfonnance due to force majeure or other causes beyond their reasonable control, ineluding, but
not limited to, compliance with any govemment law, ordinance or reg�lation, acts of God, acts
of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems and/or any other cause beyond the reasonable control of Lessor or
Lessee.
27, H�ADINGS NOT COP3TROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
28. ENTIRETY OF AGRE�IVI�NT.
This written instrumenf, including any documents attached hereto or incorporated herein
by reference, contains the enrire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters c�ntained herein. Any prior or
contemporaneous oral or zvritten agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and condirions of this Lease shall not be
amended uciless agreed to in writing by both parties and approved by die City Council of �.essor,
Execution of this T,ease heceby terminates CSC Nos. 8938, 9123, 17327, 18968 and 28262.
[Signature Pages Follow]
Utumproved Ground Leasc A�eement
Dou E. Hacuen Haugar 9S
Page IS
Consent to Assignment of CSC No. 41118
by Dmi E. Hansen to
Sandpiper Operating, LLC
Page 25 of 29
IN WITN�SS WIIERT:OT, the parties hereto have executed this Lease in multiples, this
�'� day of � ��-�.: �:� �_, 20I0.
CITY OF T+OR'T WORTH:
Sy: �Gs+�..s�d
Fernando Costa
Assistant City Manager
D ate: //�//O
STATE OF TEXAS §
COUNTY OF TAR.RANT §
BEFORE ME, the undersi�ned authority, a Notary Public in and for the State of Texas,
on ihis day personally appeared Fernaudo 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
City of Fort Worth, and lhat he exeouted the same as the act of City of Fort WortU for Lhe
purposes and consideration therein expressed and in the capacity therein stated.
GNEr' LNDI:R MY HAND AND SEAL OF OFFICE this 1��--day of
2010.
�- -- / ii r
.. n L �.�-�•
� :. a• � � � � - � -
i� �
APPROVED AS TO FORM AND LECrALITY
By: C cC��-�
Charlene Sanders
Assistant City Attorney
Date: � � � I�� I �a
ATTEST:
By: � ��`'�'X-�
Marty Hendr�
Citv Secretary
Date:
M&C: G21287: roved 2/14/06
Uniroproved Ground Ixase Agreement
Dou E. fiansen Iiangar 9S
P�ge l6
Consent to Assignme��t of CSC No. 411 1 8
by Don E. Hansen to
Sandpiper Operating, LLC
Page 26 of 29
i,�,SSEE: ATTEST:
DON E. fIANSEN
By: � � By' -
Don E. Hansen Name:
Individual
Date: �/! ri
STATE OP TEXAS �
COUNTY OF TA12RA��IT §
BEFOR.E ME, the undersigned authority, a Notary Public in and far the 5tate of Texas,
on this day personally appeared Don E. 73ansen, l�own to me to be the peison whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was flie act of
Don �. Hansen, and that he executed the same as the act of Don E. Hansen, for the purposes
and considera6on therein expressed and in the capacity dierein stated.
GNEN LJNDER MY �IAND AND SEAL OF OFFIGE this � day of A�p�-�r,
2010.
l / •.r� l " �,/1�.c�-.J_
Nota Publi and for the State of Texas
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Unimproved Ground L.ease Agrecmcnt
Don E. Hanscn Hangar 4S
Page 17
Consent to Assignment of CSC No. 41 1 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 27 of 29
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Consent to Assignment ofCSC No. 41 ll 8
by Don E. Hansen to
Sandpiper Operatii�g, LLC
Page 28 of 29
Exhibit "A"
Lease 5ite 105:
A parcet of land out of Block 2, Meacham A.irport Addirion, according to plat thereof
recorded in Cabinet A, Slide 2445, of the Plat Records of Tarrant County, Texas, and
being more particularly described as fo(lows to wit;
J3EGIIVNING at a mark "7�' found in concrete for the northwest corner of the herein
described lease site, said "X" having NAL? '83, Texas Coardinate 5ystem, North Central
Zone, coordinates of N= 6,981,785.68, and E= 2,320,444.54, and from wkuch a brass
disc, City ofFort Worth Monumern Number 9900, bears North 78 degrees 08 minutes 49
seconds West, 0.25 feet;
THENCE: South 80 degrees 43 minutes 27 seconds �ast, 320.77 feet to a"P-K" nail set
with a aluminum washer marked "C.F.W. SURVEY" for the northeasf comer of the
herein described lease site;
TF3ENCE: South 00 degrces OS minutes 49 seconds East, 279.80 feet to a City of Fort
Worth brass monument stamped d10803 set in place of a mark "7C' found in concre[e for
the southeast corner of the herein described lease site;
THENCE: 5outh 89 degrees 53 minutes 41 seconds West, 180.17 feet to a City of Fort
Worth brnss monument stamped di0802 set in place of a mark "X" found in concrete;
TT-iENCE: South 47 degrees 4b minutes 31 seconds Wes� 81.54 feet to a City of Fort
Worth bcass monumeni set in concrete stamped #0801 for the most south oorner of the
herein described lease site;
TIiENCE: North 42 degrees I3 minutes 29 seconds West, 5732 feet to a City of Fort
Worth brass monument stamped �0807 set in place of a mark "X" found in concrete at
the beginning of a curve, having a radius of 174.0 feet;
�NC�: Northwesterly with said curve to the left, through a central angle of 17 degrees
58 minutes 23 seconds, an arc distance of 54.98 feet, to a"P-K" nai] found at hs end, the
long chord of said cuive bears North 51 degrees 12 minutes 31 seconds West, 54.36 feet;
THENCE: North 00 de�rees 48 minutes 33 seconds Wes� 310.18 £eet to the Place of
Beginning, and containing some 2.304 acres (100,352 square feet) of land, more or less.
Note: The above lease is improved with Hangar # 9S.
��f�
Consent to Assignment of CSC No. 411 18
by Don E. Hansen to
Sandpiper Operating, LLC
Page 29 of29
3/30/2021
M&C Review
CITY COUNCIL AGENDA FORT_��T11
DATE: 2/16/2021 REFERENCE**M&C 21- LOG 55FTW CONSENTASSIGNMENT GRND
NO.: 0126 NAME: LEASE 10, HANGAR 9S, SANDPIPER
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of a Consent to Assignment of a Ground Lease Agreement
for Lease Site 10, Hangar 9S by Don E. Hansen to Sandpiper Operating, LLC at Fort
Worth Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Consent to Assignment of a Ground
Lease Agreement for Lease Site 10, Hangar 9S by Don E. Hansen to Sandpiper Operating, LLC at
Fort Worth Meacham International Airport.
DISCUSSION:
On November 11, 2010, the City (Lessor) and Don E. Hansen, an individual (Lessee) entered into City
Secretary Contract (CSC) 41118, known as Unimproved Ground Lease Agreement for Lease Site 10/
Hangar 9S (Lease 41118) at Fort Worth Meacham International Airport.
Lease Site 10 consists of a 23,500 square foot hangar and 100,324.08 square feet of ground space.
The initial term of the lease commenced on November 11, 2010 and expires on May 31, 2026. In
addition to the initial term, Lease 41118 provides the option to renew upon expiration of the initial
term. Renewal options allow Lessee two (2) consecutive options to renew for successive terms of five
(5) years each.
On December 8, 2020, staff received a request from Lessee to consent to an assignment of Lease
41118 to Sandpiper Operating, LLC for the purpose of tax and estate planning. Don E. Hansen is the
sole member and manager of Sandpiper Operating, LLC. Upon City Council approval, Sandpiper
Operating, LLC will assume the leasehold interest and obligations associated with the lease.
Lease 41118 prohibits any assignment of the lease or causing any lien to be made on improvements
constructed on the leased premises without City Council approval. These types of transactions are
routine for airport tenants and staff has no objection to this request.
Under the current agreement, Don E. Hansen remits the amount of $43,733.88 annually to the City,
payable in monthly installments of $3,644.49. After the assignment, Sandpiper Operating, LLC will
remit the same amount and be subject to the provisions contained within the original agreement.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
�Fund Departmen� Account Project Program Activity Budget , Reference # Amount
ID ID Year (Chartfield 2) �
apps.cfwnet.org/council_packet/mc_review.asp? I D=28678&cou ncildate=2/16/2021 1/2
3/30/2021
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
M&C Review
Fernando Costa (6122)
Roger Venables (6334)
Ricardo Barcelo (5403)
apps.cfwnet.org/council_packet/mc_review.asp? I D=28678&cou ncildate=2/16/2021 2/2