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Home My WebLink AboutContract 37288-CA2- r. �y • � t- S • • � � � � i,,�;:: ��j{G� :�.� CONSENT TO ASSIGNMENT OF �'' �� - ti�� ,,, CITY SECRETARY CONTRACT NOS. 37288 '' � `�� ``� `�� . �. � " ; �y�p�c�s�� UNIMPROVED GROUND LEASE AGREEMENTS �; ,`_� �' G�'� FORT WORTH MEACHAM INTERNATIONAL AIRPORT '�,�;;: ° � . — _ LEASE SITE 3-W This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 37288, ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager; TACTICAL AVIATION SERVICES, LLC., a Texas corporation ("Lessee"), acting by and through THOMAS TREJO, its duly authorized Vice President; and SITKA AVIATION, LLC ("Assignee"), a Texas limited liability company, acting by and through ROBERT PETRIE, its duly authorized President. RECITALS: The following introductoiy provisions are true and correct and form the basis of this Consent; A. On May 13, 2008 (M&C C-22805) City Council authorized Lessor entering into that certain Unimproved Gr�ound Lease Agreement and Associated Mandatoiy Improvements (CSC No. 37288) with WTW Properties, Inc., dated July 7, 2008, as amended by that certain Amendment No. l City Secretary Contract No. 37288 dated April 25, 2017 (collectively, the "Lease"), for the lease and use of real property known as Lease Site 3-W and any improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham International Aiiport ("Airport"). B. On September 25, 2017, City Council authorized Lessor to enter into CSC 37288 CA-1 a Consent to Assignment between WTW Properties, Inc. and Lessee thereby assigning all WTW Properties, Inc.'s remaining right, title and interest in the Leased Premises. C. On September 25, 2017, City Council authorized Lessor to enter into CSC 37288 CD-1 consenting to a Leasehold Deed of Trust between Lessee and BOKF, NA DBA Bank of Texas (Lender). D. On Februaiy 12, 2021, Lessee notified Staff of a sale of its leasehold interest in Lease to Assignee, pending City Council approval and Release of Lien by Lender. E. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased Premises and Lease to Assignee; 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. ��6��;��,�., -n��l�? �Y i x- � - AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows: 1. Lessor hereby consents to an assignment by Lessee to Assignee of all of Lessee's remaining right, title and interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the date (i) Lessee provides Lessoi, a copy of the Lessee's cur��ent lender's (BOKF, NA dba Bank of Texas) Release of Lien and (ii) when 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 Exhibit "A" and is incorporated herein by reference for all purposes. 2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment and does not grant any remaining right, privilege or use to Assignee which is different fi•om or more extensive than any right, privilege oc• use granted to Lessee by the Lease. In the event of any conflict between the Lease and the Assignment, the Lease shall control. In the event of any conflict between this Consent and the Assignment, this Consent shall control. 3. Lessor 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 contractor, all duties and obligations of Lessee set forth in the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the Effective Date. 4. Lessee undeistands and agrees that Lessee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the Effective Date and (ii) any damages (subject to the terms of the Lease), including, but not limited to, property loss, property damage and/or personal injuiy of any ]cind, including death, to the extent caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective Date. 5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is reguired by the Lease to undertake or perform on or after the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to, property loss, property damage and/or personal injuiy of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or after the Effective Date. 6. The peison 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, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Consent. Consent to Assignment of CSC No. 37288 by Tactical Aviation Services, LLC to: Sitka Aviation, LLC Page 2 of 8 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 Lease. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Consent to Assignment of CSC No. 37288 by Tactical Aviation Services, LLC to: Sitka Aviation, LLC Page 3 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the 1 ' ��-ciay of `' J ��' � ,(% � , 2021. CITY OF FORT WORTH: By: /��,...4[_..L� Fernando Costa Assistant City Manager Date: ��/S�2e,Z� M&C: 21-0152 M&C Approved;04/06/2021 Form 1295: 2021-720212 STATE OF TEXAS COUNTY OF TARRANT § § APPROVED AS By: ATTESTf ; By:�;; C�' � Mary J. Ka � BEFORE NLE, the undeisigned authority, a Nota�y 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 acicnowledged 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 puiposes and consideration therein expressed and in the capacity therein stated. UNDER MY HAND AND SEAL OF OFFICE this /� r� � .2021. ,�,��,, SE�ENA ALA `��PP ��(�e i _z:•�'1 �:Notary Public, State of Texas ;,,;fV,rQc Comm. Expires 03-31-202a �'o'��oF�```�` Notary !D t"s2422528 ��rrn�� Notaiy Public in and for the State of Texas FORM AND LEGALITY: Assistant City Attorney � day [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] Consent to Assignment of CSC No. 37288 by Tactical Aviation Services, LLC ro Sitka Aviation, LLC Page 4 of 8 � _�'L`��0�� E��C��ic;��:'� ��r� `�i�� iu��l��u?i t�� if�� I� "; 4.�,�� X ��a'. �" �, ,� " 4 C�` 'j,, _ ,#��.. b•� �--� -��` �`.�'; .�� i � � �,,'`�:�� ,�t. � � °�, ��`�.��.';''�� ; : - i +3:6- � �::,.'i;. Contract Compliance Manager: By signing I acicnowledge that I am the person responsible for• the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �� Barbara Goodwin Real Propertv Mana� Title [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] �L��Q��6��4� �d��;��E�Cs' (��'�'�? ��!��'A��r ��'� `�i�9��'P�� `�� LESSEE: TACTICAL AVIATION SERVICES, LLC, a Texas limited liability company B ��_."' `'� / Y: _ .> Thomas Tr�`1GIanager Date: �" °/ �' � � � STATE OF TEXAS COUNTY OF ��.�-�� BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Thomas Trejo 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 Tactical Aviation Services, LLC, and that he executed the same as the of Tactical Aviation Services, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ��h day �,ry � , 2021. �' ��W ISCyq<ifoai �`\ ��,�s�......OTT'%i/, � �P� .•�,� pUB��c•.�� % ' �e' p�P : y .� . • . • s � : - � • Q ^ � % •'. �'T'�TE OF��,h°'�'• � � • / Or° : o` .,'` �i •.��13� 1. �,�p;�� //////�� il� jjj 11�� \\\ �,��8 ��iEf. ��',�)�nZki;', ��%' ��R��`��G=�`�� i /� � ► ��'' � • Notary Public in and for the State of Texas [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] C�°i� `��°�C1� `?�Q § § ASSIGNEE: SITKA AVIAT'�ON, LLC, a Tex s limited liability company i`� % "� � " �_ ;%_ _ . By:_ Ro L- � � ��_.. Date: - ; f % ,�/ --- STATE OF TEXAS COUNTY OF '�ct�r'�'u�r�— § § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Robert Petrie 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 Sitka Aviation, LLC, and that he executed the same as the of Sitka Aviation, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ��' � , 2021. —\� day Notaiy Public in and for the State of Texas ��Pyp��/i� KAYLA JO DANIEL ,P,... U9 . '•��: Notary Public, State of Texas .•'�� Comm. Expires 11-10-2021 yF.oF.j��: ;,,,,,,,�� Notary ID 131347461 G:sEa��Il`�" l� �'��C;'��?' ��i ��(r��.�°�� t"'�o �lair�IfA�N�Uy !7�`. EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assiqnment") is made by and between TACTICAL AVIATION SERVICES, LLC, a Texas limited liability company ("Assiqnor"), and SITKA AVIATION, 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. 3-W, 4051 Lincoln Avenue, Fort Worth Meacham International Airport, more commonly known as City Secretary Contract No. 37288, attached hereto as Exhibit "A" and incorporated herein by reference, by and between WTW PROPERTIES, INC. and the City of Fort Worth, having an effective date of July 7, 2008 as amended by City Secretary Contract No. 37288-A1, attached hereto as Exhibit "A-1" and incorporated herein by reference, by and between Assignor and the City of Fort Worth, having an effective date of April 11, 2017 (collectively the "Lease Aqreement"), Assignor is currently the lessee of approximately 25,266 square feet of unimproved ground space at Fort Worth Meacham International Airport in Fort Worth, Tarrant County, Texas, known as Lease Site No. 3-W (the "Premises"), being more particularly described in Exhibit "A-1"; 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 16.1 and 16.2 of the Lease Agreement subject to the consent of the City of Fort Worth (City) as the Lessor through a separate Consent to Assignment,; 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 follows: 1. Effective upon the execution of a separate Consent to Assignment between the City, Assignee, and Assignor ("Effective Date") 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. 2. Assignee hereby accepts 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, ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3 1:102747\0015\14U3704. DOCX 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 all 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 default 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 shall be governed by and construed in accordance with the laws of the State of Texas. 8. This Assignment and the Agreement to Assign City Secretary Contract No. 37288 dated February 11, 2021 contain 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. �, � This Assignment may be executed in one shall constitute an original and all of which, but one and the same instrument. or more counterparts, each of which when taken together, shall constitute To be effective the Effective Date provided hereinabove. ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3 I :\02747\0015\14U3704. DOCX ASSIGNOR: TACTICAL AVIATION SERVICES, LLC A Texas limited liability company By: Da1 ASSIGNEE: SITKA AVIATION, LLC a Texas li ; ited liability cQri,�any � ;/ - � ; } By:��'�° i% -�-z-.�- � Dated: -if " 2021. ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3 I:\02747\0015\14U3704. DOCX Exhibit "A" Unimproved Ground Lease Agreement City Secretary Contract No. 37888 Lease Site No. 3-W Fort Worth Meacham International Airport 1 � �� ,--. T � ��LiTY SECRETAFi� CONTRACT NO. g FORT WORTH MEACHAM INTERNATIONAL rLIRPORT i11vIMPROVED GROUND LEASE AGREEMENT AND ASSOCIATED MANDATORY IMPROVEMENTS This UNiMPROVED GROUND LEASE AGREEMENT ("Lease"} is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corpoxation organized under the laws of the State of Texas and acting by and through T.M. Higgins, its duly authorized Assistant Ciiy ManagEr, and WTW Properties, Ina ("Lessee"), acting by and through Vaughn O. Vennerbexg, II, its duly authorized Senior Executive Vice President and Chief of Staff. RECITALS WHEREAS, on or about April 25, 19$8, Lessor and RAS Investments, Inc. entered into Ciiy Secretary Contract ("CSC") No. 16363, a Fixed Base Operator L�ase for the lease and use of real propei-ty known as Hangar 52-5 Lease Site and any improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham. International Aizport ("Airport"). WHEREAS, CSC, No. 16363 was subsequenily amended by CSC Nos. 16417, 19$17 and 24157 to adjust the term and Premises leased (collectively, the "Lease"). Tlie Lease is a public doctunent on file in Lessor's City Secretary's Office. WHEREAS, on or about August 19, 1998, in accordance with CSC No. 24158, RAS Investments, Inc. assigned all of its rights, title and interest in the Leased Prernises to Michael L. Richardson, an individual. WHEREAS, on or about November 16, 20�4, in accordance with CSC No. 30934, Michael L. Richardson assign.ed all of his rights, title and interest in the Leased Premises to WTW Praperties, Inc, WHEREAS, Lessor and Lessee now wish to teiminate CSC No. 16363, as amended, and enter into a new unimproved ground lease with mandatory improvements. NOW THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, the pai�ties agree as foIlows: 1. PROPERTY LEASED / TERNIINATION OF PREVIOUS LEASE. 1.1 TERMINATION OF PREVIOUS LEASE. The parties hereby agree that execution of this Lease simultaneously tei7ninates the previous Unimproved Ground Lease Agreement, City Secretary Contract No. 16363, for space identified as Lease Site 525. WTW Properties, Inc. Unimproved Ground Lease Lease Site 3W Meacham [niemaponal Airport 07-03-08 P03:54 I� J �� . � � , -_ , �.2. PROPERTY LEASED. Lessor hereby demises to Lessee 21,514 square feei of unimproved ground space at Fort Worth Meacham Inteznaiional Airpart ("Airport") in Fort Worth, Tarrant County, Texas, identiiied as Lease Site 3-W, 4051 Lincoln Ave, farznerly known as Lease Site 52S ("Premises"), as shown in Exhibit ",A.", attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Xnitial Term. The Ixiitial Term of this Lease shall commence on the date of its execution ("Effecti�ve Date") and expire at 11:59 p.m, Septernber 30, 2038, unless terminated earlier as provided �aerein. 2.2 Renewals. If Lessee pez�forms and abides by all provisions and conditions of this Lease, upon expiration o�the Initial Term of �liis Lease, Lessee shall have two (2) consecutive o�tions to renew this Lease for two (2) additzonal successive terms of five {5} yea.rs each (each a "Renewal Te�r�oa") at a rental rate calculated in accordance with Section 3.1 of this Lease and ox� terms and conditions that m.ay be prescribed by Lessor at the time. Lessee shall . .. . _ . ..._ _. . . - . --- . .._----. .... -- - - -.. _. _ .-- - - -- —. _ _ ..... . _ -- _ _ notify Lessor in writing of its intent to exercise a respective option not less than ninety (90) nor more than one hurzdxed eighty (180) days prior to the expiration of the term then in effect. If Lessee does not exercise its option for a�ixst Renewal Term within the time fraix�e provided herein, Lessee sha11 automatically aiad simultaneously forfeit its second option to lease tlze Premises for a second Renewal Term, and Lessee sk�all no longer have any rights or interest in the Premises following the expiration o£�.e Jnitial Term. 2.3. Holdover, Tf Lessee holds over after the expiration of the Initial Tezm or any Renewal Term, fihis action will create a rxxonth-to-month tenancy. Trk tla�is event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly pubiished schedule in e�fect at tk�e tizx�e. 3. RENT. 3.�.. Rates and Adinstments. Lessee shall coinmence the paynnent o� rent, in accordance with this Section 3, on the date that the first certi�cate o� occupancy is issued fox a hangar structure erected pursuant to Section 4.1 of this Lease ("Occu�amcy Date"). Frozn tl�e Occupancy Date until W']"W Properties, Inc. Unimproved Ground I,ease I,ease Site 3W Meacham Intemational Airport 2 . � �`� September 30, 2008, Lessee shall pay Lessor rent in the amount of $4,733.08 which is based on a rental rate $0.22 per square foot on an annual basis, and which will be payab�e in monthly zn.stailments of $394.42. On Octobez 1, 2008, a.n.d on October lst of each year thereafter during both the Initial Terxrz and an.y Renewal Term, Lessee's rental rate shall be subject to increase by Lessor to reflect the upward percentage change, if any, in the Conaumer Price Ti�dex for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency {i), for the first increase, since the Eifective Date of tlus Lease and {ii) for each subsequent increase, since the effective date of the last inerease; provided, however, that Lessee's rental rates shall not {i) be zncreased in any given year by more than ten percent (10%) over the rental rate paid by Lessee during the unmediately preceding twelve (12) months or (ii) exceed the then-current rates prescribed by Lessor's published Schedule of Rates az�d Claaxges for the type or types of property at the Airport sirnilar to the type or types of property that comprise the Premises, If the Occupancy Date occurs on or aft�r October 1, 2008, Lessee's initiai payment of rent shall be calculated in the same manner as it would have if the Occupancy Date and Lessee's inifial payment of re�nt had occutred prior to October 1, 2008. 3.2. Paymeut Dates and Late Fees. Monthly re�at payments are due on or before the first (lst) day of each month. Payments must be received during normal working hours by the due date at the location for Lessor's Aviation Department set forth zn Section 15. Rent shali be considered past due if Lessor has not received ful� payment after the tenth (lOth) day of the month £or whicla . _ - . . _ _._.._ . _ .. - - -__. _. . �� - - payment is -due.- Witliouf�liinitirig� Lessor's� termiriaiion riglits as provided by th�is Lease, Lessor will assess a]a#e penalty charge of ten percent (10%) per month on. the entire balance of any overdue rent that Lessee may accrue. 3.3 Five-Year Adiustments. In addiiion to tYxe rental rate adjustments set forth in Sect�on 4.3 o�tlus Lease, on October 1, 2018, and every five (5) years thereafter, the various rental rates payable by Lessee pursuant to Sections 4.1 and 4.2 shall autonnatically be adjusted to equal the then-current rates for the san�e types of properry as prescz�bed by Lessor's Schedule of Rates and Charges or suxularly published schedule zn effect at the time. 4. CONSTRUCTI�N AND 1MPROVEMENTS. 4.1. Mandator�y Im�rovements. Lessee eovenan.ts and agrees that it shall improve the �'remises in accordance with the time frames, milestones, specifications and other conditions of Exhibit "B", attached hereto and made a part of this Agreement for aII purposes. Such improvements shall hereinafter be referred to as "Mandatory Improvements". Lessee sha11 diligently comrnence conslruction of such Mandatory Tinprovernents within six (6) months following WT'W Proparties, Tnc. Unimproved Ground l.ease Lease Site 3W Meacham ]ntemational Airport 3 ;'�� '� the Effective Date of this Lease. Lessee shall fully comply with all provisions o� this Section 4 in the performance of any such Mandatory Improvements. In tlae event that Lessor and Lessee agree ta deviate from the terms, provisions, specifications or conditions of Exhibit "B" in any way, a revised E�ibit "B" signed and dated by both Lessor and Lessee shall be attached to and made a part of this Agreement and shall supexsede the previous E�kubit "B". Upon campletion of the Mandatoiy Improvem.en.ts or earlier terminataon of this Lease, Lessor shall take full ti�le to any Mandatozy Tmprovernents on ihe Pzeznises. 4.2, Discretianary Lnurovements. In addition to the Marxdatory Improvements, Lessee may, at its sole discxetion, perform modificafiions, renovations, improvements or other construction work on the Premises. Any modifications, renovations, improvements or other constructaon work on the Premises that do not constitute the Mandatory lmprovements shal] be referred to hereafter as"Discretionary Imgrovements". Lessee znay not initiate any Discretionary Improvement on or to the Premises unless it f�rst submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from tb.e Director of Airport Systezxxs or authorized representative ("Dit'eCtOlr"). Lessee covenants and agrees that it shall fully com.ply with all provisions of this Section 4 in the pez�formance of any such Discretionary Irnprovements. Upon completion of any such Discretionary Improvements or earlier termination of t�i.s Lease, Lessar shall take full title to any Discretionary Improvements on the Preznises. 4.3. Process for Anpproval of Plans. Lessee's plans for construction and improvements shall conform to the Airport's arcl�tectural standards and must also receive written approval fronn the City's Departments of DeveIopment, Engineering and Transportation and Fublic Worlcs. All plans, specifications and work shal� conform to all federal, state and local laws, ordinances, z�ules and regulations in foxce at the time that the plans are pxesented for review. 4.4. Documents. Lessee shall supply tl�e Director with comprehensive sets of documentation relative to the Mandatory Irz�pxovements and any Discretionazy Improvernents, including, at a minimum, as-buiZt 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 texival documentation in computer format as requested by Lessor. 4.5. Sonds Reauired of Lessee. Prior to the commencennent o£ the Man.datory Improvements or any Discretionary Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in WTW PropeRies, Inc. Unimproved Ground Lease Lease Site 3W Meacham Intemational Airport � , �) �� accordance with Texas Government Code, Chapter 2253, as amez�ded, in the full amount o� each constzuction. contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, including, but not lix�ited to, the satisfactory cozrzpletion of the respective modifications, renovations, construction projects or improvements, and (ii) fiall paya�ents to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the perfo�nan.ce of such modifications, renovations, construction projects or improvezx�.ents. In lieu of tk�,e required bond, Lessee may provide Lessor with a cash deposit or an assignment oi a certificate of deposit in an amouz�t equal to 125% of the full amo2znt o:f each construction cflntract or project, IiLessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificaies of deposit shall be frorn a fina�n.cial instiiution in the Da11as�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 tl�.e respective modifications, renovations, construction projects or improvements, or if claazns are filed by third parties on grounds relating to such znodifications, renovations, construction projects ox irnprovements, Lessor shall be entitled to draw down the full amount af Lessee's cash deposit or certificate of deposii. 4.6. Bonds Repnired of Lessee's Contractors. Prior to the comx�.encement of any modification, renovation, improvement or new _ _ . _ . __ . . .... _ . ._ coristruction, Lessee's respective � coniractor shall execute � and deliver to �Lessee surety performance and payment bonds in accordax�ce with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract �or such modifications, renovations, irnprovements or new const�ruction. Lessee shall provide Lessor with copies of such bonds priox to the commencement of such modifications, renovations, improvements or new construction. The bonds shall guarantee (i) the faitlaful performance and completion of a11 construction work in accordance with the fmal platas and specifications as approved by the City and (u) full payzn.eni for aIl wages far labor and services and of aIl bills for materials, supp�ies and equipment used in the performance of'the construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees. If Lessee serves as its own conixactor, Section 4.5 shall apply. 4.7. Releases by Lessor Upon Compleiion of Coustx-uction Work. Lessor will allow Lessee a dollar-for-dollar zeimbursement from its cash deposzt 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, xeceipt of the cont�actor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment fox such work, including bills paid, aff'idavits and waivers of liens. WTW PcopeRies, Inc. Unimproved Ground Lease Lease Site 3W Meacham International Airport 5 � ' 1 �� 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly in accordance wi�th the terans and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises, including individual hangars constructed pursuant to the Mandatary Improvements, to various third parties ("Sublessees") under terms an.d conditions acceptable to and deteimined by Lessee, provided that all such arrangements shall be in writing and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for amy portion of the Premises shall contain terms and conditions that (i) do not conflict wi�li Lessee's duties and obligations under ihis Lease; (ii) incorporate the terms and provisions of this Lease; (iii) rest�ict the use of the Preznises to aircraft storage or other aviation ar aviation-related purposes accepta.ble to Lessor; and (iv) treat users o� the same or substantially similar facilities in a fair and non- discriminatory man.ner. Lessee shall use a starxdaxd lease form for all Sublessees and sha11 submit a copy of such standard lease form, including rental rates, to the Director pxior to Lessee's execution of its first lease and from time to time thereafter �ollowing any m.aterial changes to such lease foim, including, without limitation, any changes to Lessee's rental rates for portions of the Premises. Lessee may make non-rnaterial modifications to its standard Iease to the extent that such are not contrary to Lessor's Sponsor's Assurances. � : �' �771 K a 11 :►11 : 3C'Ki�:71�-:� �1-�-�i�C!'� Within thiriy (30) days %llowing the end of each calendar year, Lessee shall provide ..-. -- __ --- -- .----�---....- ...._--.__....._..----�----- _..---..__....-----.._..--._...._ . .- - . _ _ _ � Lessor with a written�annual report, in a form acceptable to the Director, that reflects Lessee' s rental rates for the Mandatory Improvements and any Discretionary Improvennents on the Premises for tbe immediateiy preceding calendar year. Lessor may request, and Lessee shall prorxiptly provide, similar reports on a more frequent basis tbat reflect Lessee's rental rates for the Mandatory Improvements and any Discretionary Improvements on the Premises for the period requested by Lessor. These reports shall be delivered to Lessor's Department of Aviation at the address provided in Section 15. In addition, Lessee shaJ.l �eep and maix�.tain baoks and records pertaining to Lessee's operations at the Aixport and other obligations hexeunder in a rnanner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Upon Lessor's request and following reasonable ad�vance notice, Lessee will make such books axzd records available for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books an:d records in order to ensure compliance with the tez�zns of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. JIJ --�-- Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portians of the Premises and for all other related utility ex�enses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants an.d agrees to pay all costs and expenses for any extension, WT'W Properties, Inc. Unimproved Ground L,ease Lease Site 3W Meacham Intemational Airport 0 � ;� �D � maintenance or repair of an.y and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and othez electrically- operated equipment which may be used on the Preznises shall :Fully conaply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exzst or nnay hereafter be amended. . � � . . , �. . 5.1. Maintenance and Repairs bv Lessee. Lessee agrees to keep and rnaintain the Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not rnake or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary to prevent the deterioration in. condition or value of the Premises and any improvements thereon, includ'uxg, but not limited to, doors, windows and roofs for such improvements, and all fixtwres, equipment, modiiications and pavement on tbe k'remises. Lessee slaall be resporzszble for all damages caused by Lessee; its agents, sezvan.ts, employees, contxactors, subcontractors, licensees ar invitees, and Lessee agrees to fitlly repair or otherwise cwre all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal properry of every kind ar descripiion whi.ch may at any tizn�.e be on tkie Prenuses shall be at Lessee' sale risk or at the sole risk of those clai.ming under Lessee. _._._ ____. _ _....------ -.--.._-----_ ---------. ---_ �---__. __.._.. _ . Lessor shall not be liable %r any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting, averflowing or leaking of sewer or steam pipes, from water from any source whatsaever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, �r frorn. causes of any other matter. 8.2. Comnliance �vvith ADA. Lessee, at its sole cost and expense, agrees to ]ceep and maintain the Premises in full complia.uce at all times with the Axnericans with Disabilities Act of 1990, as amended ("ADA"). In addirion, Lessee agrees that all uxzpxovements it makes at the Airport shall cornply with all ADA requirements. 8.3. Inst�ections. 8.3.1.. Lessor shall have the right and privilege, thxough its officers, agents, sezvants or employees, to inspect the Premises. Except in the event of an emergancy, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to pxovide Lessee at Ieast two (2) hours' notice priOr t0 �1y znSpeCtiOn. WTW Properties, Inc. Unimproved Ground Lease Lease Site 3W Meacham Intemational Airport 7 (.�` � � 8.3.2. I� Lessor detennines during an inspection o� the Premises that Lessee is responsible under this Lease for any maintenaz�ce or repairs, Lessor sha11 notify Lessee in writing. Lessee agrees to begin such maintenance ar repair work diligently wi.fihin. thirty (30) calendar days following receipt of such notice and to then cornplete such maintenance or repau woxk wi.tYun a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended znauatenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor rnay, in its discretion, perfoxm such maintenance or repairs on behalf o� Lessee. In tlus event, Lessee will xeimburse Lessor for the cost of the mainte�a�ace or repairs, and such reimbuxsement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is autho�ized or required to pei�orm under the terms of this Lease or pursuant io its governrnental duties under federal state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire IvZarshal 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 brizzg the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regaxding fire safety, as such provisions exist or nnay hereafter be amended. Lessee shall rnaintain in propez condition accessible �re extinguishers of a number and type __ .._....._. .. __ _.. _ ....... _ - - . _....----- � ----.. _ _ ._ � approved by the Fire��Ivlarshal �or his or her authorized agents %r �ae particular hazard involved. 8.4. Environmental RenaediaEion. To the best oi Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agxees that it has inspected the Premises at�d is fully advised of its own rights without xeliance upon any representation made by Lessor concerning the environmental condatzon of the Premises. LES,S`EE, AT ITS SOLE COST AND EXPENS`E, AGREES THAT IT SHALL BE FULLY .RESPONSIBLE FOR THE REMEDIATION OF ANY VI4LATION OF ANY APPLXCABLE FEDERAL, S`TATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAI7SED BY LESSEE, XTS OFF7CERS, AGENTS, SERY.ANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR XNVITEES, 9. SIGNS . Lessee may, at its sole expense and with the prior written approval of the D'u•ector, install and maintain signs on the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, colox, ]ocatzon and rnanner o� display of WTW Properties, Inc. $ Unen�proved Ground L,ease L.ease Siie 3W Meacham International Airpon � � ;�� oihex signs at the Airport. Lessee shall maintain all signs in a safe, �.eat, sightly and physically good condition. 10. RTGHTS AND RESERVATIONS OF LESSOXt. Lessor hereby retains the following rights and xeservations: 10.1. Lessor resarves the right to take any actaon it considers necessary to protect the aerial approaches of the Airport against obstxuction, including, but not limited to, the i7ght to prevent Lessee fram erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the use£ulness of the Aizport, constztute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. �0.2. Lessor reserves the right to develop and improve the Aizport as it sees fit, xegard�ess of the desires or view of Lessee, and without interference or hin.drance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result o� any such Aizport developinents or improvements. ].4.3. This Lease shall be subordinate to the provzsions of any existing or future agreement _ _. __ . __ . _. .. - - - -_between I,essor arid the United States -- -. - . .� _ _ ._..-- - - . --- - __.---_. _. ..__..__. _..._ -- -- _ _ _--. .. . _. Govezr�ment, which relates to the operation or r�aintenance of the Airport and is required as a condition for the expendiiure of federal funds for the development, maintenance or repair of Airport infrastructure, Tn the event that any such existing or future agreement directly causes a znate�al restrictioz�, innpairxxient or interference with Lessee's primary operations on the Premises ("Limitation") for a period of less tliara seven (7) calendar days, this Lease shall continue in full force and effect. If the Linr�itation lasts more than seven (7) calendaz� days, Lessee and Lessor shall negotiate in good faith to resalve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve oz rnitigate the effect of the Limitation, and the L'uzutation lasts between seven (7) az�d one hundred eighty (1 SO) days, then for such pez�od (i) Lessee nnay suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the L'unitation has directly caused Lessee a materialloss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preseive the Premises and its improvements in the same condition as �hey existed on ihe date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, #�or a period equal to the duration of such Limitation. Tf the Lianitation lasts more than one hundred eighty (1 SO) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of renfi alad other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend tl�e tezm of this Lease, or (ii) Lessee may terminate this Lease upon thit�ty (30) days' w�-i.tten notice to Lessor. WTW Properties, Inc. 9 Unimproved Ground Lease L.ease Site 3W Meacham Intemational Airport r � • �J ' l 10.4. During any war or national emergency, Lessor shall have tb.e right to lease any part of the Airpart, including its landing area, to the United Sfiates Government. In this event, . any provisions of this instrument which are znconsistent with the provisions of the lease to the Government shall be suspended. Lessor sha11 noi 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 puzsuzng any rights it may have fox rezmbursement from the United States Govemment. If any lease between Lessox and the United States Government executed pursuarat io this Section 10.4 di�ectly causes a Lirnitation for a pe�od of less than seven {7) calendar days, this Lease shall continue ui 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 ef.fect of the Limitation, Yf Lessee and Lessor are in good faitl� 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 pei�iod (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee fi�rst provides adequate prooi to Lessor that the Linnitation has directly caused Lessee a zaaaterial loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall xnaintain and preseive the Premises and its improvements in the sa�ne condition as they existed an 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 duxation of such Limitation. If the L'un.itation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee naay, but shall not be required to, (a) fiu�ther adjust the payment of rent and other fees or charges, (b) renegotiate n:�aintenance responsibilities and (c) extend the tezxn of this Lease, or (ii) Lessee may terxx�i.nate this Lease - . . ..... __._ . _ _... _. _ _ ... --. _.. . _. -� -- - -.. ... _._._. .. -- _.___...__ ---. _ .. _ � upan fihirty (30) days' writtei� ziotice to Lessor. 10.5. Lessor covenants and agrees that duz�ng tY�e term of this Lease it wzll operate and maintain the Airport and its �acilities as a public airport consistent witki and pursuant to the Sponsor's Assurances given by Lessor to the Uiuted States Govez•nment through the Federal Airport Act; and Lessee agrees that this Lease and Lessee`s rights and privileges hereun.der shall be suborclinate to the Sponsor's Assurances. 10.6. Lessee's rights h.ereunder sha11 be subject to all e�isting and fitture utility and drainage easements and ri.ghts-of way granted by Lessox 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 sha11 additionally be subject to a11 rights grax�ted by any ardinance ox statute which allows utiiity compan�i.es to use publicly- owned properry for the provision of utility services. �a� Lessor agrees Lessee shali have �Iie rzght of ingress and egress to and from the leased prernises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements, unless otherwise agreed to in W'I`W Properties, Inc. 10 Unimproved Ground F.ease L,ease Site 3W Meacham [ntemational P.irport ; �� ;� � �� x. writing by both �arties. Such rights shall be consistent with the rules and regulaiions with respect to the occupancy and use of airport premises as adopted from tirne ta time by the City of Fort Wort1i and by the Federal Aviation Administration or any oiher state, fedexal or local authority. INSUR.ANCE. ll�.l. Tvnes of Covera�e and Limits. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 11, naming the City of Fort Worth as an additional insured and covering all rzsks related to the leasing, use, occuparzcy, rr�aintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: Pro e F�re and Extended Coverage on all unprovements at full replacement cost luntt; aud Combaercial General Liability: $1,Q00,000 per occurrence, inciuding products and completed operatio�s; and .._ . _. . ._ ._ .. .. . _ _. . ... .. . . . _ ... _ .- - _ . _. _. _ _ _ _ _ _ ._ _ _ . _ . __ .- -.- - _.. . _ . ___ _ . _.. .. _ . .. _ __ _�.. . Automobile Liabil�tv: $1,000,000 per accident, includi.n.g, but n.ot limited to, coverage on any autonnobile used in Lessee's operat�orzs on the Premises. In addition, Lessee shall be respansible for all insurance to constructian, improvements, rnodifications or renovations to the Pzenzises and for personal property of its owza or i� its care, custody or coz�tral. 12.2. Adjustments to Required Covexa�,e aud 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 Aiiport. Lessee wzll accordingly cornply �vith such new requiremenis within thirty (30) days following notice to Lessee. 11.3. Cerhificates. As a Lessor with comparues WTW Properties, Inc. Unimproved Ground Lease Lease Site 3 W Meacham ]ntemational Airport condition precedent to the effectiveness of this Lease, Lessee shall fi.u�nish appropriate certificates of insurance signed by the respective insurance as proof that it has obtained the types and aniounts of insurance coverage 11 : -�� ,� required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy requixed hereunder, it shall provide Lessor wiih a x�ew or renewal certificate o£ znsuraxice. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.4. Additional Reauirements. Lessee shail xnaintain its insurance with underwriters authoz�zed to do business in the State of Texas and which are satisfactary to Lessox. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no xnaterial changes in coverage, zncluding, but not limiied to, cancellation, ternlinatian, non- renewal or amendnnent, shall be made without thu-ry (30) days' priox written notice to Lessor. 12. INDEPENDENT C4NTRACTOR It is expressly understood and agreed that Lessee shall operate as an andependent coi2n�actor as to alI rights and privileges granted herein, arzd not as an agent, representative or employee of Lessor. Lessee shaIl have the exclusive right to control the details of its operations and activities on the 1'remises and shall be solely responsible for the acts and omissions of its officers, agents, sezvants, employees, contractars, subcontractors, patrons, Iicensees and invitees. Lessee acknowledges that the doctrine of respondeat superior� shall not apply as between Lessor and Lessee, its officexs, ager�ts, ernployees, contractors and __.... _ _ _. _. __ _. _. - - - - -- subcont�actoxs:�-Lessee fiirtYier�agrees-tYiat riotlui�g k�erein shall�be construed as tlie creafibr� of a parh�ership or joint enterprise befween Lessor and Lessee. 13. Il�DEMNII'ICATION. LESSEE HEREBY ASSUME,S ALL LIABILITY AND RESPONSIBXL.ITY FOR PROPERTY LOSS`, PROPERTY DAMAGE AND/OR PE.RSONAL INJURY OF ANY KIND, I1VCL UDWG DEATH, TO ANY ANA .ALL PERSONS, OF ANY BIND OR CHARACTE,R, WHETHER REAL OXt AS,SERTED, ARISING OUT OF OR IN CONNECTION WITH ITS LISE OF OR OPERATIQNS 4N THE AIRPORT UIVDER THIS LEASE OR WXTH THE LEASING, MA.INTENANCE, USE, OCCUPANCY, E.X7STENCE OR LOCATION OF THE PREN�SES OR ANY.IMPROVEMENTS THEREDN, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERYANTS OR EMPLOYEES LESSEE COVEN.ANTS AND AGREES TO, AND DOES .KL�REBY, WDEMNIFY, HOLD .F�4RMLESS AND DEFEND LESS4R, XTS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAX.II�S OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING A.LLEGED DAMAGE OR L4SS TO LESSEE'S BUSIIV.ESS AND A1VY RES`ULTING LOST PROF.ITS) AND/OR PERSONAL INJURY, XNCLUDING DEATH, TO ANY A1VD ALL PERSONS, OF ANY KIND OR W7"W Properties, Inc. Unimproved Ground Lease I.ease Site 3W Meacham Intemational Airport 12 _� '� CHARACTER, WHET.l'�'ER REAL OR ASSERTED, ARISXNG OUT OF OR IN CONNECT.IO.N WITH THE USE, LEASIl VG, MAtNTENANCE, OCCUPANCY, EXISTENCE D.R LOCATION �F THE PREMISES OR ANYIMPROVEMENTS THEREO.N, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OFLESSOR, ITS OFFXCE.RS`AGENTS„ SERYANTS O.R EMPLDYEES. LESSEE ASSUMES ALL RESPONSl'BrLXTYAND AGREES TO PAY LESSOR FOR AN'YA1VD ALL INJURIES OR DAMAGES TO AIR.PORT PROPERTY, THE PREMISES OR ANY IMPXZOVEMENTS T.HEREON WHICH ARISE O UT OF OR IN CONNEC�'XON W.ITH ANY AND ALL ACTS OR OMISSIONS �F LESSEE, ITS OFFI'CERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTO.R.S, LICENSEES OR INVITEES, EXCEPT TO T.HE EXTENT CArISED BY T.iSt'E GROSS NEGLIGENCE OR INTENTI4NAL MXSCONDUCT OFLESSOR, ITS OFFICERS, AGENTS, S�ERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POL.IC.E FROTECTION TO LESSEE, ANY SUBLESSE.ES OR THEIR PROPERTY. LESSOR IS OBLIG�4TED ONLY TO PROV�DE SECURITY ADEQU�ITE TO MAINTAW LESSOR'S CERTIFICATION UNDER FAA REGULATXONS. LESSEE S.�XA.LL COMPLY WITH ALL APPLXCABLE REGULATIO.NS OF THE FAA RELATWG TO AIRPDRT SECURITY. LESSEE SHALL PAY ALL FIIVES IMPOSED .BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR .ANP,SUBLESSEE'S' FAILURE TD COM�'LY WITH SUCH FAA REGULAT.IONS OR TO PREVENT UNAUTHORI'ZED PER50NS OR PARTIES FROM OBTAINING ACCESS TO THEAIR OPERATI'ONSAREA OFTHEAXRI'ORT.�'ROMTHEPRE.MXSES 14. TERNIINATION. �n addition to terminaiion rights contained elsewhere in this Lease, Lessor shall have the right to terminafie this Lease as follows: 14.1.. Fai�ure b� Lessee to Pav Rent, Fees or Other Char�es. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. If Lessee fails ia pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease imrrzediately. 14.2. Breach or Defanit bv Lessee, If Lessee commits any breach or default, other than Lessee's iailure to pay rent, Lessor shall deliver vvritten notice to Lessee s�eczfying the nature oi such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate thi.s Lease immediately. W'I'R� Properties, inc. 13 Unimproved Ground Lease Lease Siie 3W Meacham Intemational Airport � _'J 15. �.4.3. Abandonment or Non-Use of the Premises. ,/� Lessee's abandonment or non-use of the Premises for any reason for �nore than thirty (30) consecutive calendaz� days shall constitute grounds for iznxnediate termination of this Lease by Lessor. 14.4. Lessee's Financial Obli�ations to Less��r upon Termination, Breach or DefanIt. If Lessox terminates this Lease for any non-payrnent of rent, fees or other charges ox for any other breach or default as provided in Sections 14.1, 14.2 ar 14.3 of �lais Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessox for the remainder of the term then in effect as weli as all arrearages of rentals, �ees and charges payable hereunder. In no event shall a reentry onto or reletting oi tY�e Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. Z4.5. Ri�hts of Lessor Uuon Termination or Expiration. Upan tez�rrunation or expiration of this Lease, title to all improvements on the Premises, includ�ng the Mandatory �inprovernents and any Discre�ionary Improvements, and all fixtures and other items attached to any structure on the Premises shall pass to Lessor. In addition, all riglats, powers and privileges granfied to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twez�ty (20) days following the effective date of teririination. or expiration, Lessee shall remove from tlze Premises all trade fixtures, - - - tools;-mackianery,�equipmenf;-materials azid�supplies placed ori tlie Premises by Lessee pursuan.t to this Lease. After such tixne, Lessor shall have the right to take full possession of tYze Premises, by force if necessary, and to remove any and all parties and properry remaining on any part of the Premises. Lessee agrees that it will assert no claim of any lcind against Lessox, ifis agents, servants, employees or representatives, which may ste�nn from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to tenninate or Lessor's exercise o£ ax�y rights granted hereunder. NOTICES. Notices required pursuant to tk�.e provisions of this Lease shall be conclusively detez�nnined to have been delivexed whEn (i) hand-delivered to the other party, its agents, err�ployees, servants or represEntatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as �ollows: W I`W Properties, Inc. Unimproved Ground Lease Lease Site 3W Meacham Intemational Airport 14 , / ._) `� To LESSOR: For Re�nt: City of Fort Worth Aviation Department 4201 N Main St, Ste 200 Fort Worth, Texas 76106-2749 To LESSEE: WTW Propertzes, Inc. 810 Houston Fort Worth, Texas 76102 ].6. ASSIGNMENT AND SUSLETTING. 1.6.1. In Generai. For All Other Maiters: Aviation Department Meachann International Airport 4201 North Main Sneet, Surte 200 Fort Warth, Texas 76106-2749 Lessee sha11 have the z�ght to sublease portions of the Premises as provided by and in accordance wzth Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, canvey, sublease or transfer the entirety o:f its rights, privileges, duties or _.._._.. . _ __. . -- --- _ _ ... _. ,__. _. -- - - - - mterests graxzted by tlus Lease witfiout the advaiice�writteri consenf of'I,essor. 1.6.2. Conditions of A roved Assi ments and Snbleases. If Lessor consents to any assi�ment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms axzd conditions of this Lease the same as i:f it had originally executed this Lease. Th.e failure or refusal of Lessor to appxove a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to malce any contract, which may create or be the foundation for any ]ien upon the property or interest zn the property of Lessox. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within tliiriy (30) days of such cxeation or filing. Lessee's failure to discharge any such purported lien sha11 constitute a breach of this Lease and Lessor may tezminate this Lease upon thirty (30) days' written notice. However, Lessee's financzal obligation to Lessor to Iiquidate azzd discharge such lien shall WTW Propertics, Inc. Unimproved Ground Lease L.ease Site 3W Meacham Intemational Airport 15 ' J �� contznue in effect following termination of tlus Lease and until such a time as the lien is dzscharged. 18. TA.XES 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 i.nnprovements or properiy piaced on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES, RTJLES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its off'icers, agents, sezvants, em.ployees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlat�ul use of the Premises and Lessee immediately shall remove fronn the Premises any person engaging in such unlawfi.zl actzvities. Unlawfill use of the Pre�nises by Lessee itself sha11 constitute an immediate breach of this Lease. Lessee agrees to comply with alI federal, state and local laws; aIl ordinances, rules and regulations o� Lessor; aIl rules and regulations established by the Di�rector; and all rules and regulations adopted by the City Councii pertaining #o the conduct required at airports owned and operated by the City, i�cluding the Minimum Standards for Fixed Base 4perators and Other Airport Tenants, a public document dated June 16, 1992, on �le in _ __ -- --.._ .. . _.__,_. . ,.._ essor s City � Secretary s Office -ancl--iricorporated-�kiereiri as part �of tliis -Lease- �for �all --- putposes, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. Lf Lessor notifies Lessee or any of its officers, agex�ts, exnployees, contractors, subconbractors, licensees or invitees of any violation o�' such laws, ordinances, rules or regulations, Lessee shall imz�aediately desist from and correct the violation. 20. NON-DISCRIlbIINATION C4VENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration hexein, agrees as a covenant ruruung with the land that no person shall be excluded from participation in or denied the beneiits of Lessee's use of the Premises on the basis oi zace, color, national origi.�, religion, handicap, sex, sexual orientation or familial status. Lessee further agrees for itself, its personal representatives, successors irz interest and assigns that no person shall be excluded frozn the provision of any sezvzces on or i.n. �tkze cons�h-uction of any improvements or alterations to the Premises on g�rounds of race, color, national origin, religion, handicap, sex, sexual orientation oz fannilial status. Lessee agrees to furnish its accoramodations and to price its goods and services on a fair and equal basis to all persons. 1n addition, Lessee covenants and agrees that it will at all times comply with arzy requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discri.mination in Federally Assisted Programs of the WTW Properties, Inc. 16 Unimproved Ground Lease L.ease Site 3W Meacham Intemationel Airport `�. _J zz. zz. 23. ,�� 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-discri.m_ination covenant by Lessee, its personal representatives, successors in interest or assigzis, Lessee agrees to indeax�xufy Lessor and hold Lessor har�nnless. LICENSES AND PERNIITS. Lessee shall, at its sale expense, obtain and keep in effect all licenses and pernuts necessary for the operation of its operations at the Airport. GOVERNM�NTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or swrrender any of its govez�nental powers. NO WAIV�R. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any righfi granted herein shall not constitute a waiver of Lessox's r�ght to insist upon appropriate performance or to assert any such right on any future occasion. _ .. .._.._. .. __._._ _... --.... . - - _._ ____ .._ ... ...._. . . ._..-- _.... _...__._... . __ _ -__.. . � _ J�URISDICTION: _ -. _.. _ .. - If any actian, whether real or asserted, at law or in equnty, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, ven.ue for such action shall lie ix� state courts located in Tarrant Couniy, Texas or the United States District Court for �e Northern District of Texas, k'ort Worth Division. This Lease shall be construed in accordance with the Iaws of tl�e State of Texas. 25. 26. ATTORNEYS' FEES. Ln the event there shauld be a breach or default under any provision of this Lease and either party should zetain attorneys or incur other expenses for the collection of xent, fees or charges, or tlae enforcement of perfoi7nance or obsezvances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys' fees. 6'H�+/�.7�:�IilY1�� If any provision of this Lease shall be held to be invalzd, illegal ox unenforceable, the validity, legaliiy and enforceability of the reznauung provisions shall not in any way be affected or impaired. WT'W Properties, Inc. 17 Unimproved Ground I.ease L,ease Site 3W Meacham Intemational Airport , :� �. 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 Iiable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable cantrol, including, but not limited to, coznpliance with any government law, ordinance or regulation, acts of God, acts of ozr�.ission, %res, strikes, lockouts, national dzsasters, wars, riots, material or labor restrictions, transportation prohlems a.r�dlor any other cause beyand the reasonable conhol of Lessor or Lessee. 28. HEADINGS NOT CONTR�LLING. Headirrgs and titles used irz this Lease are for reference purposes oxzly and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This wzitten instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessar and Lessee, its assiglls and successors in interest, as to the matters contained herein. Any prior or contemporaneous ozal or written agreemeni is hereby declared nu11 and void to tbe extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be a�nended unless agreed to in writing by both parties aud approved by the City _ . _ . ... __._ _..._. _- ..__ -- __._. _. __ .- -----� - _ ._ _.__ _._._..-- ---._._......_ _. _ ._ ._ _.. _ . . ---. -- - - --- . _. --. _ . _.. - . ounci _o _ essor: [Szgnature Pages Follow] VVTW PropeRies, Inc. Unimproved Ground Lease I,ease Site 3W Meacham Intarnational Airport �F.3 ��j �� IN WITNESS WH�REOF, the parties hereto have executed this Agreement in multiples on this the 1{� day of ��„� , 200�. CITY OF FORT WORTH: By. �� '�-�`� • . T.M. Higgins Assistani City Manager Date: 7/z/p8 STATE OF TEXAS COUNTY 4F TARR.ANT � 0 BEFORE ME, the undersigned authozity, a Notary Public in. and for the State oi Texas, on this day personally appeared T.M. Higgins, known to me to be the person whose name is subscribed to the foregoing insh�ument, and acItnowledged to me that the same was tbe act of the Cify of Fort Worth and that he executed the saxne as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein. stated.- � UNDER MY IIAND AND SE OF OFFICE this � day , 200�, AhlA l. sRtS�NO hotary P��biic, Stale o( Texas My Commissi�n Fxpires �na«n a�, zo� i APPROVED AS TO FORM AND LEGALITY: B�: _ �� Chaxlene Sanders Assistant City Attorney M&C: A��xo�Ea: C-22805 5/13/08 W'T'W t'roparties, Ina Unimproved Ground Lease Lease Site 3W Meacham Intemational Airpoct ATTEST: B � �� y: Marty He ix City Secretary �-�� n� Contrac� �,uthorizdtzo� �, � � 3 � o� „_ �. ., Notary Public in and for the State of Texas �.� � W�'W PROPERTIES, INC: By: V� Vau�hn Q. Venne� Senior Executive Vice Daie: l � Z ?' 0� STATE OF TEXAS COUNTY OF �� § � Staff --� ATTEST: �� BEFORE ME, the und rsigned authori , a Notaiy �'ublic in and for the Sta.te of Texas, on this day personally appeared �� J�C�K� known to r�e to be the �erson whose nama is subscribed to the foregoing instrument, axzd a owledged to me that the sarne was the act of WT.W Properties, Inc. and that s/he executed the sarne as the act of WTW Properties, Inc. for the �uz•poses and consideration therein expressed and in the capacity thez'ein stated. GNEN UNDER MY HAND AND SE OF OFFICE this Z% day ��w�G.� , 200 �. � �� Notary Public in and for the State of Texas ��_.::�,. � : � • � : �Q� „ . �, �r.s,� WTW Properties, Inc. Unimproved Ground Lease Lease Site 3 W Meacham intemational Airport � �. ,:,� Exhibit "A" �� __- - �11 _ ___-- - --- - - - _ _ _�--- • ,� , � � �� , ii ° " � �'� � � �, �Q `` : ,.; & �ro � r 4 ;�r et 2 +� � � � � � -�-'' c; � 0 H y • �c r 8 a �'", O � � � � N fj � i lJ �� r � A i o� �+ °� � � _ � i �z .. � I � N N , r F+ � o � N � ` m A v I -� � . �-__ . .__ � -�;- ---�o�sz n u � ` `� o �� 0 z� b �'�'" V �mo � � � � � � 'r I Vi y i ��T ` _ �'.,`��— . o ^�' ^- % ./ ,.. ,1 � _.� 7° o ----- �� _ � ��f f � l :;� . . _ _., ` ,:: ,. ;� r` t �..�.•' �` ;_ , ':.:._ -".. :, �.,. � • :�: �..: _..� :.' �� ', , � i ' `�. � �� : � � y ': t ' p ., P. p,.. sg . ��Z•5`tt � .. . � g _. `. A_._ _ _ .- - - m a � -� z � � � �o - �� m � � 4q O o `p C 1 � � 4 mr� O zm� � � � � A �- , . . r�: .; �� K� _. ,_........ .�.___" "'_ �m� -��p� �`-�., ��f � �~~-~ r� � 1-'.. _ r—`_ _r- � � �y� � �:; P � OS � �� `t '_'_' f �.-0 � L � � � �'�-') " � Exhibx� "B" Description o#' 1V�andatory Improvements WTW Properties, Inc., Fort Worth Meacham International Aarport Specificatzons 1— Square Foot Exhibit "A-1" Unimproved Ground Lease Agreement City Secretary Contract No. 37888-A1 Lease Site No. 3-W Fort Worth Meacham International Airport CITY SECRETARY,- CONTRACT M0. ,� Z �'�' I AMENDMENT NO. 1 CITY SECRETARY CONTRACT NO. 37288 FORT WORTH MEACHAM INTERNATIONAL AIRPORT LEASE SITE 3-W This AMENDMENT NO. 1("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and WTW PROPERTIES, INC. ("Lessee"), acting by and through PETER TUNNARD, its duly authorized Vice President. RECITALS WHCREAS, On or about July 7, 2008, Lessor and Lessee entered into City Secretary Contract ("CSC") No. 37288 ("Lease"), a thirty year Ground Lease for the lease and use of real property known as Lease Site 3-W and any improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham International Airport ("Airport"). WHEREAS, the Lease contained two five year renewal options; WHEREAS, the Leased Premises included certain real property identified as Lease Site 3-�J and consisting of approximately 21,514 square feet of ground space; WHEREAS, during the initial term of the Lease, Lessee agreed to pay Lessor as annual rent for Lease site 3-W the sum of Four Thousand, Seven Hundred Thirty-Three and 08/100 Dollars ($4,733.08), which is based on a ground rate of $0.22 per square foot, payable in equal monthly installments of Three Hundred Ninety-Four and 42/100 Dollars ($394.42); and WHEREAS, Lessor and Lessee wish to update the square footage of the Leased Premises, originally identified in CSC No. 37288, to reflect an increase in the square footage of the Leased Premises. WHEREAS, the current adjusted rate, per Section 3.2. Adjusted Rates, is currently $0.2681 per square foot on an annual basis. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: l. Section 1.2. Property Leased is amended to read as follows: Lessor hereby demises to Lessee 25,266 square feet of unimproved ground space at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 3-W, 4051 Lincoln Avenue, formerly known as Lease WTW Properties, Inc. Amendment No. I to CSC No. 37288 Page I of 4 Site 52S ("Premises"), as shown in Exhibit "A-1 Revised", attached hereto and hereby made part of this Lease for all purposes. 2. Section 3.1. Rates and Adjustments is amended to read as follows: During the Term of this Lease, Lessee shall pay Lessor as annual rent for the Ground Space the sum of Six Thousand Seven Hundred Seventy-Three Dollars and 81/100 ($6,773.81), which is based on a rental rate of $0.2681 per square foot on an annual basis, and which will be payable in equal monthly installments of Five Hundred Sixty-Four pollars and 48/100 ($564.48). On October 1, 2008, and on October lst of each year thereafter during both the Initial Term and any Renewal Term, Lessee's rental rate shall be subject to increase by Lessor to reflect the upward percentage change, if any, in the Consumer Price Index far the Dallas/Fort Worth Metropoiitan Area, as announced by the United States Department of Labor ar successor agency (i), for the first increase, since the Effective Date of this Lease and (ii) far each subsequent increase, since the effective date of the last increase; provided, however, that Lessee's rental rates shall not (i) be increased in any given year by more than ten percent (10%) over the rental rate paid by Lessee during the immediately preceding twelve (12) months or (ii) exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. If the Occupancy Date occurs on or after October 1, 2008, Lessee's initial payment of rent shall be calculated in the same manner as it would have if the Occupancy Date and Lessee's initial payment of rent had occurred prior to October 1, 2008. 4. All other provisions and conditions of the Lease that are not expressly amended herein or directly in conflict with the provisions and conditions of this Amendment shall remain in full force and effect. WTW Properties, [nc. Amendment No. 1 to CSC No. 37288 Page 2 of 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the � day of i , 2017. CITY OF FORT WORTH: � ��,.�.� �,C_.�----� �� By: Fernando Costa Assistant City Manager Date: 4�2/Il7 �� ' STATE OF T`EXAS COUNTY OF TARRANT 0 § 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. GI'V UNDER MY HAND AND SEAL OF OFFICE this �,?/�}' day � , 2017. ,ti�;�r��p ; TRIKINYA L JOHNSON :••'� •`t� = Notary Public, State oi 7exas %��.�'t; Comm, Expires 04•17-2013 �"�FOf��O� Nol�ry Ip 1238832•0 ;�� APPROVED AS TO FORM AND LEGALITY: B �-\ '} `' � y; , Paige Me ne Assistant City Attorney M&�: G �� i � 8 Approval Date: � - � � +-� ( 7 Form 1295: v�,f� 17.� �'1 �� !,� WTW Properiies, ine. Amendment No. 1 to CSC No. 3728$ Page 3 of 4 �` - Notary P lic i for the State of Texas ATTEST: By: Secretary �,�-��'��r� U; ' � * :2 :* ��CAS � Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,,i cluding ensuring all performance and reporting requirements. .:.�,�; ��._: `�-�`- ;tf"� /; � � � .,�'��.1.%_G Anne-Marie Stowe �.�lZ�/>' LC��b2�r 'r��Z�c�f�- - . Title _ LESSEE:' VWTW PROP By: T V S, INC. Date: 0�-'2 I- 2� f`1 STATE OF TEXAS COUNTY OF TARFZANT �� ATTEST: B . ' ��'�'� ;'�, ��(, �.�� y r � BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Peter Tunnard, 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 WTW PROPERTIES, INC. and that s/he executed the same as the act of WTW PROPERTIES, INC. for the purposes and consideration therein expressed and in the capacity therein stated. G EN UNDER MY f-IAND AND SEAL OF OFFICE this � day , 2017. W TAYLOR MICHELLE HAvES I Natary Public, StarP c•� Texas � Comm. Exp�res Q6-30-2020 Notary ib 12657598-1 in and for the State of T WTW Ptoperties, Ine. Amendment No. 1 to CSC No. 37288 Page 4 of 4 EXHIBIT A-1 REVISED Portion of Lease Area 52-5 No recording info available Meacham Airport Fort Worth, Tarrant County, Texas BEING a 0.580 acre tract of land situated in the John H. Duncan Survey, Abstract Number 397 and the Thomas Hicks Survey, Abstract Number 1820 City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 3, Meacham Airport an addition to the city of Fort Worth, Tarrant County, Texas as shown on plat recorded in Cabinet A., Slide 2445, Plat records, Tarrant County, Texas (PRTCT) and being a portion of a tract of land as described in a Lease agreement as Lease Area 52-5, an unrecorded document provided by the City of Fort Worth Aviation Department and being more particularly described by metes and bounds as follows; (Bearings referenced to U,S. State Plane Grid 1983 - Texas North Central Zone (4202j NAD83 as established using GPS Technology in conjunction with the RTK Cooperative Network, all distances at ground�. BEGINNING at a found mark "X" in concrete for the northwest corner of the said called lease Area 52-5, same be(ng the southwest corner of Lease Area 1-W as described by Lease Agreement to WTW Properties as shown on document recorded in D214244047, Deed Records, Tarrant County, Texas (DRTCT), having NAD 83 5tate Plane Grid Coordinates of Northing = 6,981,832.14, Easting = 2,317,557.79; THENCE with the common line between called Lease Area 52-5 and said lease Area 1-W the following courses and distances: North 81°18'S2" East, a distance of 137,44 feet to a set mark "X" in concrete; South 08°43'39" East, a distance of 18.16 feet to a set mark "X" in concrete; North 81°07'33" East, a distance of 77.86 feet to a set mark "X" in concrete; THENCE South OS°59'25" West departing the aforementioned common line, a distance of 143.53 feet to a set 5/8 inch iron rod with a yellow cap marked "BHB INC" (CIRS); THENCE South 69°45'S5" West, a distance of 29,23 feet to a CIRS; THENCE North 08°43'39" West, a distance of 24.11 feet to a CIRS; THENCE South 81°16'21" West, a distance of 101.28 feet to a CIRS having NAD 83 State Plane Grid Coordinates of Northing = 6,981,703.59, Easting = 2,317,619.71; THENCE North 08°43'39" West, a distance of 26.47 feet to a CIRS; THENCE South 81°18'S2" West, a distance of 37,59 feet to a CIRS; THENCE North 08°41'08" West, a distance of 5.00 feet to a set mark "X" in concrete; THENCE South 81°18'S2" West, a distance of 4.19 feet to a set mark "X" in concrete having NAD 83 State Plane Grid Coordinates of Northing = 6,981,728.36, Easting = 2,317,573.64; THENCE North 08°41'08" West, a distance of 105,Oa feet to the POINT OF BEGINNING and containing 25,266 SqFt or 0.580 acre more or less. SURVEYOR'S CERTIFICATION I,1ohn G. Margotta, a Registered Professional Land Surveyor licensed in the 5tate of Texas, do hereby declare thatthis survey is true and correct and was prepared from an actual survey made under my supervision on NOTES: the ground. Further, this survey conforms to the general rules of procedures and practices of the most 1. Basis of bearing being State Plane Grid - turrent Professional Land Surveying Practices Act. Texas North Central Zone (4202) NAD83 as established using GPS Technolagy in conjunction with the RTK Cooperative Network. Reference frame Is NAD83(2011) �—� Epoch 2010.0000. J h�lG. Margotta 2. Al) Coordinates are shown at Grid. Registered Professional Land Surveyor 3. All distances shown are at ground. No, 5956 Date: November 15, 2016 Revised December 7, 2016 �� BAIRD, HAMPTON & BROWN, INC. � ENGINEERING & SURVEYING 6300 Ridglea Place, Ste. 700, Ft. Worth, TX 76116 jmargottaAbhbinc.com 817-338-1277 www.bhbinc.com BHB Project �2014.000.000 TBPE Firm F-44 TBPLS Frm 10011300 �- ' ' .�1 _ - � z • _ - � • . • . � - • . �� •-_� Drawinq: E:\Surveyl6\912\000 XTO Meacham Hanger Baundary Survey�Dwg\South Lease Areo.dwg E 0 80' SCALE; 1" = 80' \• :,, :' � �� 2,317,557.79 � N �L11�-� •X• S�\ M:_ 6.981.728.3fi E: 2,317,573.64 LEGEND All of lease area 1-W, WTW Properties, Inc D214244047, DRTCf Portion of Lease Area 52-5 No recording info available Meacham Airport Fort Worth, Tarrant County, Texas Lease Area 1—W WTW Properties, Inc D214244047 DRTCT Portion of Lease y' i / M�ta��an er / � ' � ,� � p y,�/ „x„ 5� .... L1 ❑ �—��, �' °�°"' L3 o�.�, 'x^ /j j � d Hc m � � I C ') m � � Metal Hanger ---", / � � Lease Area 5 S " 25,267 SqFt x;s�r ,g' 0. 580 Ac re , � L9 r� 04 CIRS N: 6.981 _703.59 E: 2,317,619.71 DRTCT......Deed Records Tarrant Counry, Texas POB.......,..Point of Beg(nning POC.,,.,.,,..Point of Commencing PRTC7..,....Plat Records Tarrent County, Texas IRS,,..,.......Set 5/8 inch iron rod with yellow cap marked "BHB INC" NOTES: 1. Basis of bearfng being State Plane Grid - Texas North Central Zone (4202) NAD83 as �,'�'11 �• . ,,;; �,v. a•��-" ;.. Block 3, Cabinet / --� � � / � 1 / Conc�ete %j arki�g , � �r FH wv �.•�� 1 CJ' J d�'I � CIRS /� CIRS Meacham Airport A, Slide 2445 PRTCT s�r Tower Lease Area �� n � � 1�— �t \ Line Table UneN Direction Length L1 N81'18'S2"E 137.44 L2 SB°43'39"E 18.16 L3 N81'07'33"E 77.86 �4 58'S9'25"W 143.53 L5 569'45'S5"W 29,23 L6 N8'43'39"W 24.11 L7 581'16'21"W 101.28 I.8 N8'43'39"W 26.47 L9 S81'18'S2"W 37.59 L10 N8'41'OS"W 5.00 L11 581'18'S2"W 4,19 �i2 Na•ai�os°w ios.00 SURVEYOR'S CERTIFICATION I, Jahn G. Margotta, a Reg(stered Professional Land Surveyor Ifcensed in the State of Texas, do hereby declare that this survey Is true and correct and was prepared from an actual survey made under my supervision on the ground. Further, this survey conforms to the general rules of procedures and practices of the most cunent Professional I.and Surveying Practices Act. established using GPS Technology in conJunc[ion with the RTK Cooperative _-- "`'�—� Network. Reference frame is NAD83(2011) ��,� • -- Epoch 2010.OQo0. 1 h�: G. Margotta 2. All Coordinates are shown at Grid. Registered Professionai Land 5urveyor 3. All distances shown are at ground, No, 5956 Date: November 15, 2016 �� BAIRD, HAMPTON & BROWN, INC. � ENGINEERING & SURVEYING 6300 Ridglea Piace, Ste. 700, Ft. Worth, TX 76116 jmargotta�bhbinc.com 817-338-1277 www.bhbinc.com BHB Project # 2014,000.000 TBPE Firm F-44 TBPLS Firm 1001 1300 �� Q.E �O �RF'/'��9S �6 V �� . > a�oseeoa�es��aeora�ee• JOHN G, MARGOTTA ...e ................: . �,A 5956 „ > < •�'o�� o��; °�- -�tia as,�s� R v �.�o Draw(ng: E:\Surveyl6\812\000 XTO Aleacham Hanger Baundary Survey\�wg\South Leose Area.dwg City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/11I2017 DATE: Tuesday, April 11, 2017 REFERENCE NO.: **C-28178 LOG NAME: 55FTW WTWPROP3W AMEND01 SUBJECT: Authorize Execution of Amendment No. 1 to City Secretary Contract No. 37288, an Unimproved Ground Lease Agreement with WTW Properties, Inc., at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) RECOMMENDA710N: It is recommended that the City Council authorize execution of Amendment No. 1 to City Secretary Contract No. 37288, an Unimproved Ground Lease Agreement with WTW Properties, Inc., at Fort Worth Meacham International Airport. DISCUSSION: On May 13, 2008, Mayor and Council Communication (M&C C-22805), the City Council authorized City Secretary Contract No.37288, an Unimproved Ground Lease with WTW Properties, Inc, (WTV1n at Fort Worth Meacham International Airport for Lease Site 3-W, formerly known as 52-S, and consisting of approximately 21,514 square feet of ground space. The Lease is a 30-year lease term with two five year renewal options. On or about August 22, 2016, WTW approached Staff requesting to update the square footage of the Leased Premises. As a result of this request, a new survey was completed on December 7, 2016, for Lease Site 3-W, increasing the ground space from approximately 21,514 square feet to approximately 25,266 square feet. Under this amendment, WTW will pay annual rent for the Ground the sum of $6,773.81, at a current rate of $0.2681 per square foot, payable in equal monthly instatlments of $564.48. All other terms and conditions of the Lease shall remain in full force and effect. The property is located in COUNCIL DISTRICT 2. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. Logname:55FTW WTWPROP3WAMEND01 Page 1 of2 FUND IDENTIFIERS (FIDs): u Department ID ccoun Project Prog ID un Department ID Project Pro ID CERTIFICATIONS: Submitted for Citv Manaqer's Office by: Oriqinatinc� Department Head: Additional Information Contact: ATTACHMENTS 1. Form 1295 - WTW Properties 03.07.2017.pdf 2. Property Map 1 W 3W.pdf (Public) 3. Survey South 3-W Exhibit A-1 Revised.pdf Logname: SSFTW WTWPROP3W AMENDOI ctivi Budget Year Budget Yea r Fernando Costa (6122) Biil Welstead (5402) Reference # Chartfield 2' Reference # Chartfield 2 Anne-Marie Stowe (5415) (Public) (Public) ou .� Page 2 of 2 CITY COUNCIL AGENDA DATE: CODE: SUBJECT: 4/6/2021 REFERENCE *�M&C 21- LOG NO.: 0252 NAME: Official site of the City of Fort Worth, Texas FORT��'ORTII -��- 55FTW CONSENTASSIGNMENT GRND LEASE 3W, SITKA AVIATION C TYPE: CONSENT PUBLIC NO HEARING: (CD 2) Authorize Execution of a Consent to Assignment of a Ground Lease Agreement for Lease Site 3W by Tactical Aviation Services, LLC to Sitka Aviation, LLC and a Consent to Leasehold Deed of Trust with Sitka Aviation, LLC and Ciera Bank for the Purpose of Financing the Purchase of Improvements on Lease Site 3W, Located at Fort Worth Meacham International Airport RECOMMENDATION: It is recommended that the City Council: � 2. Authorize the execution of a Consent to Assignment of a Ground Lease Agreement for Lease Site 3W by Tactical Aviation Services, LLC to Sitka Aviation, LLC at Fort Worth Meacham International Airport; and Authorize the execution of a Consent to Leasehold Deed of Trust with Sitka Aviation, LLC and Ciera Bank for the purpose of financing the purchase of improvements on Lease Site 3W, located at Fort Worth Meacham International Airport. DISCUSSION: On May 13, 2008, through Mayor and Council Communication (M&C) C-22805 City Council authorized Lessor to execute an unimproved Ground Lease Agreement and associated mandatory improvements City Secretary Contract (CSC) 37288 with WTW Properties, Inc., dated July 7, 2008, as amended byAmendment No. 1 CSC 37288 A-1 dated April 25, 2017, (collectively referred to as Lease), for the lease and use of real property known as Lease Site 3W and any improvements and facilities thereon (Leased Premises) at Fort Worth Meacham International Airport (Airport). On September 25, 2017, through Mayor and Council Communication (M&C) C-28382 City Council authorized Lessor to enter into CSC 37288 CA-1 a Consent to Assignment between WTW Properties, Inc. and Tactical Aviation Services, LLC. (Tactical Aviation) thereby assigning all WTW Properties, Inc.'s remaining right, title, and interest in the Leased Premises to Tactical Aviation. Additionally, City Council authorized CSC 37288 CD-1, a Consent to Leasehold Deed of Trust between Tactical Aviation and BOKF, NA Bank of Texas (Bank of Texas), which granted Bank of Texas the right, subject to the previous lien, to operate as Lessee or secure tenant in place of Tactical Aviation in the event Tactical Aviation defaults on the loan or the lease with the City of Fort Worth. On or about February 12, 2021, Tactical Aviation notified the Aviation Department of a request for a Consent to Assignment of the lease to Sitka Aviation, LLC (Sitka Aviation) due to a pending sale of its leasehold interest. The lease consists of 25,266 square feet of ground space with a 11,986 square foot hangar facility. The lease will expire on September 30, 2038, with iwo consecutive options to renew for two additional successive terms of five years each. Upon execution of the Consent to Assignment, the loan between Tactical Aviation and Bank of Texas will be paid in full and Bank of Texas will release the lien on Lease Site 3W. Annual revenue from the lease is approximately $11,829.00 payable in monthly installments of $985.75. Rental rates shall be subject to an increase on October 1st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is currently in the Schedule of Rates and Charges. Five-year rate adjustments will be applied to the ground rate starting on October 1, 2023, and every fifth year thereafter. The Consent to Leasehold Deed of Trust will grant Sitka Aviation's lender, Ciera Bank, the right, subject to the previous lien, to operate as Lessee or secure another tenant in place of Sitka Aviation, if previously approved by City Council, in the event Sitka Aviation defaults on the loan or the lease with the City of Fort Worth. The Ground Lease Agreement prohibits Sitka Aviation from making any assignment of the lease or causing a lien to be made on improvements constructed on the leased premises without City Council approval. This type of transaction is routine for airport tenants and stafF has no objection to Sitka Aviation's request. 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 recommendations 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. Fund Fund Department ID Department ID Account Account Project ID Project ID Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program � Activity Program � Activity Budget Year Budget Year Fernando Costa (6122) Roger Venables (6334) eterence hartfield Reference # Chartfield 2 Amount Amount LOCATION MAP OF 3W.pdf