HomeMy WebLinkAboutContract 41118-CD1 CITY SECRETARY
WNTRACT�10.
CONSENT TO LEASEHOLD DEED OF TRUST
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE AGREEMENTS
LEASE SITE 10/Hangar 9-S
This CONSENT TO L E A S E H O L D DEED OF TRUST ("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; Pollard Aircraft
Sales, Inc. ("Lessee"), a Texas Corporation, and LEGEND BANK N.A. ("Lender"), a
national banking association.
The following introductory provisions are true and correct and form the basis of this Consent:
A. Lessor and Lessee have entered into a Ground Lease Agreement identified as City
Secretary Contract No. 41118 (the "Lease") for the space known as lease site 10/14angar 9-S
("Leased Premises") at Fort Worth Meacham International Airport("Airport"). A true and correct
copy of the Lease is Attached hereto as Exhibit"A".
B. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deed of
Trust on the Leased Premises in favor of the Lender.
NOW,THEREFORE,Lessor, Lessee and the Lender hereby agree as follows:
1. The statements set forth in the recitals above are true and correct and form the basis upon
which Lessor, Lessee and the Lender have entered into this Agreement. The Lease will
be a public document on file in Lessor's City Secretary's Office and is incorporated herein
by reference for all purposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the Deed
of Trust. Lessor does not adopt,ratify or approve of any of the particular provisions of the
Deed of Trust and does not grant any right, privilege or use to Lessee, Lender, or any
successor in interest pursuant to the Deed of Trust that is different from or more extensive
than any right, privilege or use granted to Lessee under the Lease. Notwithstanding
anything contrary in the Deed of Trust, Lessee and the Lender acknowledge, understand
and agree that Lessee and the Lender do not have any right to convey any interests
in the Leased Premises greater than those granted specifically by the Lease. Lessee and
the Lender further acknowledge,understand and agree that Lessor retains the mineral interest and the
right to develop such interest. In the event of any conflict between the-Deed of Trust and
the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and the
Lender's obligations to Lessor established by the Lease and/or this Agreement In the
event of any conflict between the Deed of Trust and this Agreement, this Agreement
shall control. In the event of any conflict between this Agreement and the Lease, the
41118
Deed of Trust Upon Lien hold
In favor of Legend Bank N.A. C]FFYCIAL REMRD
Page 1 of 8 COW
SECRETARY
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Lease shall control.
3. In the event that Lessor is required by the Lease to provide any kind of written notice
to Lessee with regard to the Leased Premises, including notice of breach or default by
Lessee, Lessor shall also provide a copy of such written notice to the Lender. Lessor
agrees that (i) the Lender may perform any of the obligations or requirements imposed
on Lessee by the Lease in order to avoid a breach or default under the Lease by Lessee
and (ii) Lessor will accept the Lender's performance the same as ifLessee had performed
such obligations or requirements.
4. Lessor agrees and covenants that it will not exercise any rights it may have under the
Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased
Premises unless it first has provided the Lender with written notice of its intent to
exercise such any such right. The Lender shall have ten (10) calendar days from the
date it receives such notice to cure any monetary default under the Lease and thirty
(30) calendar days from the date it receives such notice to cure any other default under
the Lease to Lessor's reasonable satisfaction in order to avoid such cancellation,
termination or surrender; provided, however, that if the Lender, in good faith and after
diligent and continuous efforts to remedy any non-monetary default under the Lease,
cannot cure such default within thirty (30) calendar days, it shall notify Lessor in
writing and Lessor and the Lender shall negotiate in good faith a reasonable amount of
additional time to cure such default.
5. Lessee agrees that it will not request or consent to any future modifications, amendments
or assignments of the Lease without first receiving the Lender's written consent thereto
and providing a copy of such written consent to Lessor. Lessee understands and agrees
that any such consent granted by Lessor without Lender's advance written consent shall
be void and specifically releases, holds harmless and agrees to indemnify Lessor for
any damages that may arise as a result of any such consent.
6. As long as such does not conflict with Lessor's rights under the Lease, Lessor consents
to the exercise by the Lender of any and all rights and remedies permitted under the
Deed of Trust (including judicial and/or non judicial foreclosure on the Leased
Premises), and to the exercise of such additional legal and equitable rights and remedies
as may be available to Lender, if an Event of Default occurs under the Deed of Trust.
In the event that Lender undertakes to enforce its rights to any collateral granted by
the Deed of Trust on account of default by Lessee under the Deed of Trust, Lessor will
cooperate with the Lender in its efforts to assemble and/or remove any personal property
of Lessee on the Premises. The Lender hereby agrees to repair any damages at or to
the Airport, including the Leased Premises, caused by or incident to such removal.
7. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and
covenants that it will endorse all insurance policies required by the Lease to name both
Lessor and the Lender as additional insureds and to cover all public risks related to the
leasing, use, occupancy, maintenance, existence or location of the Leased Premises.
41118
Deed of Trust Upon Lien hold
in favor of Legend Bank N.A.
Page 2 of 8
Notwithstanding anything to the contrary in the Deed of Trust, the Lender hereby agrees
and covenants that any and all proceeds payable under the terms of such insurance policies
shall first be applied to cover the replacement of all facilities and improvements on the
Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of
such proceeds shall apply secondarily to secure any of Lessee's indebtedness to the
Lender.
8. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available
to it under the Lease, at law or in equity in order to protect its interests, including, but
not limited to,cancellation of Lessee's interest as provided by the Lease and in accordance
with this Agreement.
9. The Lender agrees that it promptly will notify Lessor in writing when the Lender has
released its rights under the Deed of Trust. This Agreement will automatically terminate
on the earlier of (i) the date as of which the Lender releases such rights or (ii) the date
upon which the Lease expire or are terminated.
10. If the Lender forecloses on the Leased Premises as a result of exercising its rights under
the Deed of Trust, the Lender may become the owner of all of Lessee's rights under the
Lease, without Lessor's further action or consent. However, if the Lender desires to sell
or otherwise transfer its leasehold interest in the Leased Premises to a third party(either at
or after foreclosure), the Lender must obtain the Lessor's written consent to and approval
of the purchaser. Such consent and approval will not be unreasonably withheld,
conditioned or delayed.Nothing in this Agreement is intended to prohibit the Lender from
assigning the liens and security interests created by the Deed of Trust to another financial
institution with Lessor's prior written consent, which such consent will not be
unreasonably withheld, conditioned, or delayed.
11. Notices to the Lender required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when(i)hand-delivered to the Lender, its
agents, employees, servants or representatives, or (ii) deposited in the United States
Mail, certified, return receipt requested, addressed as follows:
LEGEND BANK N.A.
101 W. Tarrant St.
Bowie, TX 76230-1081
12. The parties hereto understand and agree that upon expiration or termination of the Lease,
all permanent structures, improvements and fixtures on the Leased Premises, and any
items permanently attached to any such structure,fixture or improvement,will become the
sole property of Lessor, free and clear of all liens, including the Deed of Trust.
Improvements of a non-permanent nature, all trade fixtures, machinery, furnishings and
other non-permanent items may specifically be removed from the Leased Premises in
accordance with the Lease. In the event that the Lease expire or are terminated, Lessee
and the Lender covenant and agree that nothing herein shall obligate Lessor to assume in
41118
Deed of Trust Upon Lien hold
In favor of Legend Bank N.A.
Page 3 of 8
any way Lessee's indebtedness to the Lender.
13. Estoppel.
a. The document referred to above as comprising of the Lease is the only document
which constitute the Lease,and the Lease is in full force and effect and has not been
modified, changed, altered or amended in any respect.
b. The Lease is the only agreement between the City and Lessee relating to the Lease
at Fort Worth Meacham International Airport and, together with the minimum
standards and other general regulations that may apply to the lessee under the
Lease, contain the entire agreement and understanding of the City and Lessee with
respect thereto. Lessee is the current holder of the leasehold interest in the premises
under the Lease.
C. To the best knowledge of the City, no monetary or non-monetary default by the
City presently exists under the Lease and no state of facts exist which with the
passage of time or giving of notice, or both, would constitute a default by the City
under the Lease.
d. The City has not taken, and does not currently anticipate taking any action to, or
that would,terminate the Lease.
e. Pursuant to the Lease, the Initial Term of the Lease expires on May 31, 2026 at
11:59 PM. Lessee has a right to extend the term of the Lease for two(2)additional
successive term of five (5)years each(a"Renewal" Term).
14. The provisions of this Agreement shall be self-operative and effective without the
execution of any further instruments on the part of any party hereto.
15. Lessor understands and agrees that this Agreement is for the benefit of the Lender,that the
Lender relied upon this Consent to Leasehold Deed of Trust and Estoppel in making its
decision to make the Loan to Lessee and that the Lender would not make the Loan absent
Lessor's execution and delivery of this Agreement.
16. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor's City Council. Lessee
and the Lender covenant and agree that they will not amend the Deed of Trust, or assign
any rights and/or obligations thereunder, without the prior written consent of Lessor;
provided, however, Lender may assign the Deed of Trust and the obligations secured
thereunder to an affiliate of Lender without Lessor's consent but Lender must notify
Lessor of such assignment.
17. This Agreement shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Agreement shall lie in state
41118
Deed of Trust Upon Lien hold
in favor of Legend Bank N.A.
Page 4 of 8
courts located in Tarrant County, Texas or in the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor,
Lessee and the Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is hereby declared null and void to the
extent in conflict with this Agreement.
19. The person signing this Agreement hereby warrants that he/she has the legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order,resolution,ordinance or other authorization of the entity.
The other party is fully entitled to rely on this warranty and representation in entering into
this Agreement.
[Signature Pages Follow]
41118
Deed of Trust Upon Lien hold
In favor of Legend Bank N.A.
Page 5 of 8
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples
on this the 15'74V., day of 046�,' 52021.
CITY OF FORT WORTH:
By: (. ---
Fernando Costa
Assistant City Manager
Date: /OhrA0Z1
BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas,on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,this y day of
S€LENA ALA 021.
Notary Public, State of Texas
'- Comm. Expires 03-31.2024
Notary ID 132422528
Notary Public in and for the State of Texas
APPROVED AS TO FORM ATTEST:
AND LEGAL TY:
By: 46 By:
Thomas Royce Hans¢n,t•V N Ronald P. Gonzales
Assistant City Attorney 1o/IU��.1 tii}g City Secretary
' r5, r r�
M&C: .Ti 0 7 5 9 r-
Date Approved: I o I z l.a i
Form 1295: Z p;?1 7-7 4 /S.3
41118
Deed of Trust Upon Lien hold
in favor of Legend Bank N.A.
Page 6 of 8 UFMAL R�"�("'U�.tf.�'
CITY SEC(RETAR10
Contract Compliance Manager:
By signing,I acknowledge that I am the person responsible for the monitoring and administration of this
LEMclud' g en •i erformance and reporting requirements.
Barbar oodwi<n
Real Property Manager
LESSEE:
Pollard Aircraft S les,Inc.
By:
James Tim Pollard
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared JAMES TIM POLLARD 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
POLLARD AIRCRAFT SALES, INC. and that he executed the same as the act of POLLARD
AIRCRAFT SALES, INC. for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN^UNDER MY HAND AND SEAL OF OFFICE,this day of
��( "l6 U V , 2021.
ALEXANDRA L GUION
Notary Public
STATE OF TEXAS
�'•_—P ID*1 32 73 829-7 otary Pub is in and for the Vate of Texas
° M Comm. Oct20.2024
41118
Deed of Trust Upon Lien hold
In favor of Legend Bank N.A.
Page 7 of 8 OFREYAL RECO fife
FT 9iVORTHP "H x
LENDER: ATTEST:
LEGEND BANK N.A.
By: a < By:
eshe Mayfield
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,on
this day personally appeared LESLIE MAYFIELD 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
LEGEND BANK N.A. and that she executed the same as the act of LEGEND BANK N.A. for
the purposes and consideration therein expressed and in the capacity therein stated.
G VEN UNDER MY HAND AND SEAL OF OFFICE,this 15 day of
r �6w 2021.
g1FXANDRA L
Notary Public
•; ;• STATE OF TEXAS W'��y
Can#1327 82-7 2024
Oct Notary Public in and for the SYate of Texas
41118 WaEC(�kEw
Deed of Trust Upon Lien hold
in favor of Legend Bank N.A. C TV Sj� �r } } ' `
Page 8 of 8 bT' �, J1/ yx
Exhibit "A"
Unimproved Ground Lease Agreement
Lease Site No. 10, Hangar 9S
Fort Worth Meacham International Airport
CITY SECRETARY
CON"MACT NO. l
UNIMPROVED' GROUND LEASE
LEASE SITE NO. 10/HANGAR 9-S
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
This UNIMPROVED GROUND LEASE AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH, TEXAS ('Lessor"), a home rule
municipal corporation organized under the laws of the State of Texas, acting by and through its
duly authorized Assistant City Manager FERNANDO COSTA, and DON E. HANSEN
("Lessee") an Individual.
RECITALS
The following introductory provisions are true and. correct 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 CSC No. 18968
(the "Lease"), a lease of real property at Fort Worth Meacham International Airport ("Airport")
known as Lease Site No. 10(Hangar 9-S) (the"Leased Premises"). The Lease is a public document
on file in Lessor's City Secretary's Office.
B. Pursuant to CSC No. 28264, Lessor consented to the execution of a Deed of Trust
between Lessee and Summit Bank, N.A. under which Lessee gave Summit Bank, 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, Lessee, Sandpiper Airport
Inn, Inc., assigned all of Lessee's right, title and interest in the Leased Premises to Assignee,
Don E. Hansen; and Lessor consented to such assignment based on all terms and conditions set
forth in the Consent.
D. Lease Site No.10 (Hangar 9-S) shall hereinafter and collectively be referred to as the
"Leased Premises," and CSC Nos. 8938, 9123, 17327, 18968 and 28262 shall hereinafter and
collectively be referred to as the"Previous Lease."
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 Lease, and enter
into a New Lease Agreement(the"Lease")with Lessee.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
obligations contained herein,the parties agree as follows:
1. PROPERTY LEASED.
i f Rates and Charges no lon er differentiates between unimproved and improved land.
As of October 1,2009,Fort Worth Aviation Schedule og
Unimproved Ground Lease Agreement 1 1-16 1 0 A11 ,48 IN
Don E.Hansen Hangar 9S
Page 1
Lessor hereby demises to Lessee approximately 100,324.08 square feet of
unimproved ground space at Fort Worth Meacham International Airport ("Airport") in
Fort Worth, Tarrant County, Texas, ("Premises"), as shown in Exhibit "A," attached
hereto and hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1 Initial Term
The term of this Lease shall commence on the date -of execution ("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 Lease,upon
expiration of the Initiallerm of this Lease, Lessee shall have two (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 accordance with Section 3.1 of this Lease
and on terms and conditions that may 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 hundred eighty(180) days prior to the expiration of the term then
in effect. If Lessee does not exercise its option for a first Renewal Term within the time
frame provided herein, Lessee shall automatically and simultaneously forfeit its second
option to lease the Premises for a second Renewal Tenn, and Lessee shall no longer have
any rights or interest in the Premises following the expiration of the Initial Tenn.
2.3. Hold
If Lessee holds over after the expiration of the Initial Tenn or any Renewal Tenn,
this action will create a month-to-month tenancy. In this event, for and during the
holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates
provided by Lessor's Schedule of Rates and Charges or similarly published schedule in
effect at the time.
3. RENT.
3.1. Annual Rent for Premises.
Lessee shall commence the payment of rent on the Effective Date of this Lease
and continue as follows:
3.1.1. From the Effective Date until May 31, 2016, Lessee shall pay Lessor, at a
rate of$0.08 per square foot, annual rent in the amount of Eight Thousand and
Twenty Five Dollars and 93/100, ($8,025.93), which will be payable in twelve
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 2
monthly installments of Six Hundred Sixty Eight Dollars and•83/100, ($668.83)
each.
3.1.2. On June 1, 2016, Lessee's rental rate shall be adjusted to equal the then-
current Ground Rental Rate prescribed by 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.
3.2 Rent Adjustments.
On October 1, 2016, and on October 1st 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 CPT
Change is downward, the rental rate for the Premises shall remain constant until the
following October 1g. In no event shall the rental 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 Adjustments.
In addition to the Annual Rent Adjustments,on October 1,2016,and every fifth(5ffi)
rent shall automatically e term of the Lease r Y be
for the remainder of th
year thereafter o
adjusted to equal the then-current rates prescribed by 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.
3.4. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal working hours by the due date at the location
for Lessor's Aviation Department 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. Without limiting Lessor's termination rights as provided by this
Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the
entire balance of any overdue rent that Lessee may accrue.
4. UTILITIES.
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 utility expenses,
including,but not limited to, deposits and expenses required for the installation of meters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, installation,
maintenance or repair of any and all utilities serving the Premises, including, but not limited to,
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
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water, sanitary sewer, electric, gas and telephone utilities. In addition, Lessee agrees that all
utilities, air conditioning and heating equipment and other electrically-operated equipment which
may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing,
Building and Fire Codes ("Codes"), as they exist or may hereafter be amended.
5. MAINTENANCE AND REPAIRS.
5.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer any
waste of the Premises. Lessee will, at Lessee's sole cost and expense, make all repairs
necessary to prevent the deterioration in condition or value of the Premises, including,
but not lnnited to, the maintenance of and repairs to all structures, including, but not
limited to, doors, windows and roofs, and all fixtures, equipment, modifications and
pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee,
its agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and
expense.
Lessee agrees that, except as otherwise expressly provided herein, all
improvements, trade fixtures, furnishings, equipment and other personal property of
every kind or description which may at any time be on the Premises shall be at Lessee's
sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for
any damage to such property or loss suffered by Lessee's business or business operations,
which may be caused by the bursting, overflowing or leaking of Lessee's sewer-or steam
pipes, from water from any source whatsoever, or from any heating fixtures, plumbing
fixtures, electric wires,noise, gas or odors, or from causes of any other matter.
5.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in
full compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the
Airport shall comply with all ADA requirements.
5.3. Inspection.
5.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct any such inspection 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 Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 4
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee
will reimburse Lessor for the cost of the maintenance or repairs, and such
reimbursement will be due on the date of Lessee's next monthly rent payment
following completion of the maintenance or repairs.
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 will permit the City's Fire Marshal or his or her authorized agents
to inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises
into compliance with the City of Fort Worth Fire Code and Building Code,
provisions regarding fire safety, as such provisions exist or may hereafter be
amended. Lessee shall maintain in proper condition accessible fire extinguishers
of a number and type approved by the Fire Marshal or his or her authorized agents
for the particular hazard involved.
5.4. EnvironmentaI Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable
federal, state and local environmental and indemnification laws, statutes, regulations or
standards. Lessee agrees that it has inspected the Premises and is fully advised of its own
rights without reliance upon any representation made by Lessor 'concerning the
environmental condition of the premises. LESSEE, AT ITS SOLE COST AND
EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE
REMEDIATION OF ANY VIOLATION OF ANYAPPLICABLE FEDERAL, STATE
OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS
CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
6. CONSTRUCTION AND IMPROVEMENTS.
6.1 Discretionary Improvements.
Lessee may, at its sole discretion, 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 first submits all
plans, specifications and estimates for the costs of the proposed work in writing and also
Unimproved Ground Tease Agreement
Don E.Hansen Hangar 9S
Page 5
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 all
provisions of Section 6 of this Lease in the performance of any such discretionary
modifications,renovations or improvements.
6.2. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform with the Airport's
architectural standards and must also receive written approval from the City's
Departments 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 time that the plans are presented for review.
6.3. Documents.
Lessee shall supply the Airport Systems Director or his or her authorized designee
with comprehensive sets of documentation relative to any modification, renovation,
construction or improvement, including, at a minimum, as-built drawings of each project
within sixty (60) days after completion of construction. As-built drawings shall be new
drawings or redline changes to drawings previously provided to the Airport Systems
Director 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 deliver to Lessor a bond,
executed by a corporate surety in accordance with Texas Government Code, Chapter
2253, as amended, in the full amount of each construction contract or project. The bonds
shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and
conditions of this Lease, excluding rental payments, including, but not limited to, the
satisfactory completion of the respective modifications,renovations, construction projects
or improvements, and (ii) full payments 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 amount of each construction contract or project. If Lessee makes a
cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of
deposit shall be from a financial institution in the Dallas-Fort Worth Metropolitan Area
which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor.
The interest earned on the certificate of deposit shall be the property of Lessee and Lessor
shall have no rights in such interest. If Lessee fails to complete the respective
modifications, renovations, construction projects or improvements, or if claims are filed
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 6
by third parties on grounds relating to such modifications, renovations, construction
projects or improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit.
6.5. Bonds Required 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 accordance with the Texas Government Code,
Chapter 2253, as amended, to cover the costs of all work performed under such
contractor's contract for such modifications, renovations, improvements or new
construction. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such modifications, renovations, improvements or new construction.
The bonds shall-guarantee (i) the faithful performance and completion of all construction
work in accordance with the final plans and specifications as approved by the City and
(ii)full payment for all wages for labor and services and of all bills for materials,supplies
and equipment used in the performance of the construction contract. Such bonds shall
name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor,
Section 6.5 shall apply.
6.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon(i), where Lessee
serves as its own contractor, verification that Lessee has completed construction work or(ii),
where Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's payment for
such work,including bills paid,affidavits and waivers of liens.
7. USE OF PREMISES.
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 gift and
other retail 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 with the prior written approval of the Airport Systems
Director or his or her authorized designee, install and maintain signs on the Premises related to
Lessee's business operations. Such signs, however, must be in keeping with the size, color,
location and manner of display of other signs at the Airport. Lessee shall maintain all signs in a
safe,neat, sightly and physically good condition.
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 7
9. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
9.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to, the
right to prevent Lessee from erecting or permitting to be erected any building or other
structure which, in the opinion of Lessor, would limit the usefulness of the Airport,
constitute a hazard to aircraft or diminish the capability of existing or future avigational
or navigational aids used at the Airport.
9.2. Lessor reserves the right to temporarily close the Airport or any of its facilities for
maintenance, improvements, safety or security of either the Airport or the public, or for
any other cause deemed necessary by Lessor. Except in the event of an emergency,
Lessor will provide Lessee written notice of any planned closing of the Airport at least
forty-eight(48)hours in advance thereof. In any event of closing,whether planned or for
an emergency, Lessor shall in no way be liable for any damages asserted by Lessee,
including, but not limited to, damages from an alleged disruption of Lessee's business
operations.
9.3. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government which relates to the
operation or maintenance of the Airport and is required as a condition for the expenditure
of federal funds for the development,maintenance or repair of Airport infrastructure.
9.4. During any war or national emergency, Lessor shall have the right to lease any
part of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions of the
lease to the Government shall be suspended. Lessor shall not be liable for any loss or
damages alleged by Lessee as a result of this action. However,nothing in this Lease shall
prevent Lessee from pursuing any rights it may have for reimbursement from the United
States Government.
9.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to
the Sponsor's Assurances given by Lessor to the United States Government through the
Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges
hereunder shall be subordinate to the Sponsor's Assurances.
9.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation,maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water,
sewer, communication or other utility companies. Lessee's rights shall additionally be
subject to all rights granted by any ordinance or statute which allows utility companies to
use publicly-owned property for the provision of utility services.
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 8
10. INSURANCE.
10.1. Types of Coveraize and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in Section 10 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:
• Property:
Fire and Extended Coverage on all improvements at full replacement cost limit;
• Commercial General Liability:
$1,000,000 per occurrence,including products and completed operations;
• Automobile Liability:
$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 construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
10.2. Adjustments to Required Coveraue and Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverages, are subject to change at Lessor's option when necessary to
cover Lessee's operations at the Airport. Lessee will accordingly comply with such new
requirements within thirty (30) days following notice to Lessee. Such notice to Lessee
shall provide reasonable evidence of the necessity for such new insurance requirements.
10.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30) days
prior to the expiration of any insurance policy required hereunder, it shall provide Lessor
with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's
request, provide Lessor with evidence that it has maintained such coverage in full force
and effect.
Unimproved Ground Lease Agreement
Jon E.Hansen Hangar 9S
Page 9
10.4. Additional Requirements.
Lessee shall 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 that no material changes in coverage,
including, but not limited to, cancellation, termination, non-renewal or amendment, shall
be made without thirty(30) days'prior written notice to Lessor.
11. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of Lessor. Lessee shall have the exclusive right to control the details of its operations
and activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Lessee
acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees
that nothing herein shall be construed as the creation of a partnership or joint enterprise between
Lessor and Lessee.
12. INDEMNIFICATION.
LESSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS,
DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND
OR PERSONAL INJURY OF ANY KIND OR CHARACTER, INCL UDIIVG DEATH,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS
USE OF OR OPERATIONS ON THE PREMISES UNDER THIS LEASE, EXCEPT TO
THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LESSOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
LESSEE, AT LESSEE'S OWN EXPENSE, ,SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND OR
EMPLOYEES, FROMAND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR
DAMAGES OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO,
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND OR PERSONAL
INJURY, INCLUDING DEATH, WHETHER REAL OR ASSERTED, ARISING OUT OF
OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND A GREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES
OR ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 10
WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS SERVANTS, AGENTS OR
EMPLOYEES
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO
MAINTAIN LESSORS CERTIFICATION UNDER FAA REGULATIONS. LESSEE
SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING
TO AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LESSEE'S
OPERATIONS THEREON AND SHALL COOPERATE WITH LESSOR IN THE
IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPORT. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA
REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM
THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT
FROM THE PREMISE,.
13. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
13.1. Failure by Lessee to Pay Rent Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within thirty (30)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor
shall have the right to terminate this Lease immediately.
13.2. Breach or Default by Lessee.
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 shall have thirty (30) calendar days following such written notice to cure,
commence to cure, adjust or correct the problem to the standard existing prior to the
breach, and shall continue said efforts in a conscientious manner until said default is
cured. If Lessee fails to cure, or undertake to cure,the breach or default within such time
period, Lessor shall have the right to terminate this Lease immediately
13.3 Lessee's Financial Obligations to Lessor uuon Termination,Breach 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 Lease, then
Unimproved Ground Lease Agreement
Don B.Hansen Hangar 9S
Page 11
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. In no event
shall a reentry onto or reletting of the premises by Lessor be construed as an election by
Lessor to forfeit any of its rights under this Lease.
13.4 Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, title to all improvements on the
Premises and all fixtures and other items attached to any structure on the Premises shall
pass to Lessor. In addition, all rights, powers and privileges granted to Lessee hereunder
shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the
effective date of termination or expiration, Lessee shall remove from the Premises all
trade fixtures, tools, machinery, equipment, materials and supplies placed on the
Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to
take full possession of the Premises, by force if necessary, and to remove any and all
parties and property remaining on any part of the Premises. Lessee agrees that it will
assert no claim of any kind against Lessor, its agents, servants, employees or
representatives, which may stem from Lessor's termination of this Lease or any act
incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights
granted hereunder.
14. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or(2)deposited in the United States Mail,postage prepaid, addressed
as follows:
To LESSOR: To LESSEE:
City Of Fort Worth Don E.Hansen
Aviation Department 4201 North Main Street, Suite 119
4201 North Main Street, Suite 200 Fort Worth,Texas 76106
Fort Worth,Texas 76106
15. ASSIGNMENT AND SUBLETTING.
15.1. In General.
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 shall not assign,
sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 12
15.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the same
as if it had originally executed this Lease. The failure or refusal of Lessor to approve a
requested assignment or sublease shall not relieve Lessee of its obligations hereunder,
including payment of rentals, fees and charges.
16. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the property
of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall
liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's
failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor
Lessee's financial
may terminate this Lease upon thirty (30) days writtennotice. However,, Les
obligation to Lessor to liquidate and discharge such lien shall continue in effect following
termination of this Lease and until such a time as the lien is discharged.
17. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
18. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and
Lessee immediately shall remove from the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itself shall constitute an irrunediate breach of
this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Airport Systems Director; and
all rules and regulations adopted by the City Council pertaining to the conduct required at
airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or
may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances,rules or regulations, Lessee shall immediately desist from and correct the violation.
19. NON-DISCRIMINATION COVENANT.
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 13
Lessee,for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis
of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender
identity, or gender expression. Lessee further agrees for itself, its personal representatives,
successors in interest and assigns that no person shall be excluded from the provision of any
services on or in the construction of any improvements or alterations to the Premises on grounds
of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender
identity, or gender expression.
Lessee agrees to fumish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by
successors in interest or assigns, Lessee agrees to indemnify
Lessee, its personal representatives aees e
Lessor and hold Lessor harmless.
20. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at the Airport.
21. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental 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 shall not constitute a waiver of Lessor's right to
insist upon appropriate performance or to assert any such right on any future occasion.
23. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance
with the laws of the State of Texas.
24. ATTORNEYS' FEES.
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 14
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys
fees, and the prevailing party shall not be entitled to recover attorneys' fees.
25. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
26. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control,including,but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts
of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems and/or any other cause beyond the reasonable control of Lessor or
Lessee.
27. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
28. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein
by reference, contains the entire understanding and agreement between Lessor and Lessee
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of Lessor.
Execution of this Lease hereby terminates CSC Nos. 8938, 9123, 17327, 18968 and 28262.
[Signature Pages Follow]
Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 15
IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples, this
day of - - , 2010.
CITY-O.F�FORT WORTH:
Fernando Costa
Assistant City Manager
Date:
--T
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
City of Fort Worth, and that he executed the same as the act of City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated. ,�`
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �u�--day of /f
2010.
RMLLA BARNEs
My COMMISSION EXPIRES Notary Public in and for the State of Texas
MA0 St,20is
APPROVED AS TO FORM AND LEGALITY: ATTEST:
�'J
By: By: Marty Hendrix
Charlene Sanders City Secretary
Assistant City Attorney
L 4
Date: ' f f ('for Date: 'D as a0a°o-'���
M&C: C-21287; Approved 2/14/06
a° d
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Unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 16
LESSEE: ATTEST:
DON E.HANSEN
By: 7 By:
Don E.Hansen Name:
Individual
Date:
//P-
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Don E. Hansen, known to me to be the person whose name is
subscribed to the foregoing instrument,executed the as`the act of Don Eledged to me at the same Hansen, for,the purposes
as the act of
Don E. Hansen, and that he
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ALdtalker,
2010,
Nota Publi and for the State of Texas
3
%, ,11,h4 JUpY C.NICK ON s,
A(e�3 o Notary Public,
state of Texas
syY�pnn;e�a
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unimproved Ground Lease Agreement
Don E.Hansen Hangar 9S
Page 17
FF-x7hibiEA"]
Lease Site IOS:
A parcel of land out of Block 2, Meacham Airport Addition, according to plat thereof
recorded in Cabinet A, Slide 2445, of the Plat Records of Tarrant County,Texas, and
being more particularly described as follows to wit;
BEGINNING at a mark"X"found in concrete for the northwest corner of the herein
described lease site, said"X" having NAD '83,Texas Coordinate System,North Central
Zone, coordinates of N=6,981,785.68, and E=2,320,444,54, and from which a brass
disc, City of Fort Worth Monument Number 9900,bears North 78 degrees 08 minutes 49
seconds West, 0.25 feet;
THENCE: South 80 degrees 43 minutes 27 seconds East,320.77 feet to a"P-K" nail set
with a aluminum washer marked"C.F.W. SURVEY'for the northeast corner of the
herein described lease site;
THENCE: South 00 degrees 05 minutes 49 seconds East, 279.80 feet to a City of Fort
Worth brass monument stamped#0803 set in place of a mark"Y' found in concrete for
the southeast corner of the herein described lease site;
THENCE: South 89 degrees 53 minutes 41 seconds West, 180.17 feet to a City of Fort
Worth brass monument stamped 40802 set in place of a mark"Y' found in concrete;
THENCE: South 47 degrees 46 minutes 31 seconds West, 81.54 feet to a City of Fort
Worth brass monument set in concrete stamped#0801 for the most south corner of the
herein described lease site;
THENCE: North 42 degrees 13 minutes 29 seconds West, 57.32 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;
THENCE:Northwesterly with said curve to the left,through a central angle of 17 degrees
58 minutes 23 seconds, an arc distance of 54.48 feet,to a"P-K" nail found at its end,the
long chord of said curve bears North 51 degrees 12 minutes 31 seconds West, 54.36 feet;
Tk]ENCE: North 00 degrees 48 minutes 33 seconds West, 310.18 feet 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.
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Official site of the City of Fort Worth,Texas
FoRTWoRm
CITY COUNCIL AGENDA
DATE: 10/12/2021 REFERENCE**M&C 21- LOG 55FTW CONSENT TO LEASEHOLD
NO.: 0799 NAME: DEED OF TRUST, POLLARD, HGR 9S
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2)Authorize the Execution of a Consent to Leasehold Deed of Trust with Legend
Bank N.A. to Enable Pollard Aircraft Sales, Inc. to Finance a Business Loan to Purchase
the Leasehold Interest at Lease Site 10, Hangar 9S Located at Fort Worth Meacham
International Airport
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Leasehold Deed of
Trust with Legend Bank N.A. to enable Pollard Aircraft Sales, Inc. to finance a business
loan to purchase the leasehold interest at Lease Site 10, Hangar 9S located at Fort Worth Meacham
International Airport.
DISCUSSION:
On September 14, 2021, Mayor and Council Communication (M&C) 21-0684 City Council approved
City Secretary Contract (CSC) 41118-CA2, a Consent to Assignment between Sandpiper Operating,
LLC, (Sandpiper) and Pollard Aircraft Sales, Inc. (Pollard)for CSC 41118, known as Lease Site 10,
Hangar 9S at Fort Worth Meacham International Airport.
Pollard has been working with their lender, Legend Bank N.A. (Legend Bank), to secure a loan to
r 9S which consists of a 23,500
of Lease Site 10 Han purchase of the leasehold interest Hangar finance the
square foot hangar as well as 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. The hangar is to be
used for aeronautical purposes in accordance with City and Aviation Department policies. Beginning
October 1, 2021, annual revenue from the ground lease is $47,152.32.
On or about September 2, 2021, Legend Bank requested a deed of trust on its leasehold interest. The
consent to leasehold deed of trust will grant Pollard's lender, Legend Bank the right, subject to the
previous lien, to operate as Lessee or secure another tenant in place of Pollard, if previously approved
by the City Council, in the event Pollard defaults on its loan or its lease with the City of Fort Worth. The
lease agreement prohibits Pollard 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 Legend Bank'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 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 Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID I Year Chartfield 2
Submitted for City Manager's Office by. Fernando Costa (6122)
Originating Department Head: Roger Venables (6334)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
Location Map 10.9&pdf