HomeMy WebLinkAboutContract 42566 CITY SECRETARY CONTRACT N �-
O.
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
LEASE SITE 44N
4701 NORTH MAIN STREET
This GROUND LEASE AGREEMENT ("Lease") 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 and acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and WINSTON AVIATION GROUP, LLC ("Lessee"), a
Texas Limited Liability Company, acting by and through Allisen Prigel, its duly authorized
Manager.
AGREEMENT:
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
L PROPERTY LEASED.
Lessor hereby demises to Lessee 155,318 square feet of ground space ("Ground"),
including a 59,250 square foot hangar ("Hangar") constructed at Fort Worth Meacham
International Airport("Air-port") in Fort Worth, Tarrant County, Texas,identified as Lease
Site 44N, also known as 4701 North Main Street, ("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 initial term of this Lease ("Initial Term") shall commence on the date of its
execution ("Effective Date"), and expire at 1 1:59 p.m. on November 30, 2040,
unless terminated earlier as provided herein.
2.2. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
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.
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3. RENT.
3,1. Rates and Ad'ustments.
Lessee shall commence the payment of rent on December 1, 2011. From December
19 2011 until September 30, 2012, Lessee hereby promises and agrees to pay Lessor,
at a rate of$0.2402 per square foot, Thirty Nine Thousand Nine Hundred and Forty
Nine Dollars and Fifty Eight Cents ($39,949.58), payable in equal monthly
installments of Three Thousand Three Hundred and Twenty Nine Dollars and
Thirteen Cents ($3,329.13). Rental rates are subject to increase beginning October
19 2012, and on October 15t of any subsequent year during the Initial Term, to reflect
any upward change, if any, in the Consumer Price Index for the Dallas/Fort Worth
Metropolitan Area, as announced by the United States Department of Labor or
successor agency (i) for the first increase, since the Effective Date of this Lease and
(ii) for each subsequent increase, since the effective date of the last increase;
provided, however, that Lessee's rental rates shall not exceed the then-current rates
prescribed by Lessor's published Schedule of Rates and Charges for the type or types
of property similar to the type or types of property that comprise the Premises.
3.2, 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 business hours by the due date at the
location for Lessor's Aviation Department set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment by close of business on
the tenth (10th) 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. CONSTRUCTION AND IMPROVEMENTS,
4,1. Riscretionary Improvements.
Lessee may, at its sole discretion, perform structural modifications, renovations,
improvements or other structural construction work on the Premises("Discretionary
Improvements"). Lessee may not initiate any Discretionary Improvements 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 requests and receives in writing
approval from the Airport Systems Director or authorized representative
("Director"). Lessor agrees to respond in writing to Lessee's request for approval
within 30 calendar days of receipt of such request. Lessee covenants and agrees that
it shall fully comply with all provisions of this Section 4 in the performance of any
such Discretionary Improvements. Upon completion of any such Discretionary
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Improvements or earlier termination of this Lease, Lessor shall take full title to
Discretionary Improvements on the Premises. Lessor and Lessee agree that Lessor
has full title to the improvements existing on the Premises as of the Effective Date
of this Ground Lease Agreement.
4.2. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform to the Airport's
architectural standards and must also receive written approval from the City's
Departments of Planning and Development and Transportation and Public Works.
All plans, specifications and work shall conform to all federal, state and local laws,
ordinances, rules and regulations in force at the time that the plans are presented for
review.
4,3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Discretionary Improvements, including, at a minimum, as-built drawings of
each project. As-built drawings shall be new drawings or redline changes to
drawings previously provided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.4. Bonds Re wired of Lessee.
Prior to the commencement of any Discretionary Improvements,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 (1) satisfactory
compliance by Lessee with all requirements, terms and conditions of this Lease,
including, but not limited to, the satisfactory completion of the respective
Discretionary 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 Discretionary Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas-Fort worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the
respective Discretionary Improvements, or if claims are filed by third parties on
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grounds relating to such Discretionary Improvements, Lessor shall be entitled to
draw down the full amount of Lessee's cash deposit or certificate of deposit.
4.5. Bonds Rewired of Lessee's Contractors.
Prior to the commencement of any Discretionary Improvements, 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
Discretionary Improvements. Lessee shall provide Lessor with copies of such bonds
prior to the commencement of such Discretionary Improvements. The bonds shall
guarantee (i) the faithful performance and completion of all construction work in
accordance with the final plans and specifications as approved by 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 4.5 shall apply.
4.6. Releases b 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 p aid,
affidavits and waivers of liens.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes and strictly in
accordance with the terms and conditions of this Lease. Lessee hereby covenants and
agrees that it will not restrict aircraft, vehicle or pedestrian ingress or egress to Hangar 43N
& 45N. Lessee shall have the right to sublease portions of the Premises to various third
parties ("Sublessees") for aviation-related purposes only under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in
writing and approved in advance by Lessor. Lessor hereby grants permission to Lessee to
sublease all or a portion of the Premises to 1} Broadie's Aircraft and Engine Service, Inc.
and 2} Aero Performance Coatings USA, Ltd. All written agreements executed by Lessee
to Sublessees for any portion of the Premises shall contain terms and conditions that i do
not conflict with Lessees duties and obligations under this Lease; (ii) incorporate the terms
and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other
aviation or aviation-related purposes acceptable to Lessor; and(iv)treat users of the same or
substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a
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standard lease form for all Sublessees and shall submit a copy of such standard lease form
to the Director prior to Lessee's execution of its first lease and from time to time thereafter
following any material changes to such lease form. Lessee may make non-material
modifications to its standard lease to the extent that such are not contrary to Lessor's
Sponsor's Assurances.
6, REPORTS AUDITS AND RECGRDKEEPING.
Lessee shall keep and maintain books and records pertaining to Lessee's operations at the
Airport and other obligations hereunder in accordance with Lessee's current basis of
accounting or, if Lessee changes such basis, in a manner satisfactory to Lessor's Internal
Auditor and at a location within the City of Fort Worth. Lessee's basis of accounting will
be deemed to be to the satisfaction of Lessor's Internal Auditor if it is in compliance with
industry standards or generally accepted accounting principles (GAAP). Upon Lessor's
request and following reasonable advance notice, Lessee will make such books and 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 and records in order to ensure
compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to
the Federal Aviation Administration.
7, UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services 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,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrical) -
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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.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Re airs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear excepted. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises and any improvements thereon,
including, but not limited to, doors, windows and roofs for such improvements, and
all fixtures, equipment, modifications and pavement on the Premises. Lessee shall
be responsible for all damages caused by Lessee, its agents, servants, employees,
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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 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 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.
8.2. 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.
8.3. I_nsiDectiyns.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least four
(4)hours'notice prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to begin such maintenance or repair
work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a
reasonable time, considering the nature of the work to be done. If Lessee
fails to begin the recommended maintenance or repairs within such time or
fails to complete the maintenance or repairs within a reasonable time, Lessor
may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the
maintenance or repairs, and such reimbursement will be due on the date of
Lessee's next monthly rent payment following completion of the
maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant
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to its governmental duties under federal state or local laws, rules or
regulations.
8.3.4. 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.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon
any representation made by Lessor concerning the environmental condition of the
Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT
SHALL BE FULLY RESPONSIBLE FOR THE REMEDIA TION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED
BY LESSEE, ITS OFFICERS, A GENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of 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 such signs in a safe, neat,
sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to P rotect 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
avlgational or navigational aids used at the Airport.
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10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements.
10.3 This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government,which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended, at Lessee's option, for a period equal to the duration of such Limitation. If
the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4 During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days, this Lease shall
continue in full force and effect. If the Limitation lasts more than seven (7)calendar
days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
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payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty(180)days, then (i)Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'written
notice to Lessor.
10.5 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.
10.6 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.
10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
access during the construction phase of airport improvements, unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state, federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use, occupancy, maintenance, existence or
location of the Premises. Lessee shall obtain the required insurance in accordance with
Exhibit "B", the "City of Fort Worth Aviation Insurance Requirements" attached hereto and
made part of this Lease for all purposes.
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In addition, Lessee shall be responsible for all insurance for construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.1. Ad'ustments to Re uired Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30)
days prior to the expiration of any insurance policy required hereunder, it shall
provide Lessor with a new or renewal certificate of insurance. In addition, Lessee
shall, at Lessor's request, provide Lessor with evidence that it has maintained such
coverage in full force and effect.
11.3. Additional Re uirements.
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.
120 INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or point enterprise between Lessor and Lessee.
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13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING UDING DEATH,TAI, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS,SER VANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BYLAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BY LA W,
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND A GAINS ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS ESS AND ANY
RES UL TING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
UDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH
LES'SEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR,ITS OFFICERS AGENTS,SERVANTS
OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PA Y LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
S UBCONTRA C TORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQ UA TE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL
APPLICABLE REG ULA TIONS OF THE FAA RELA TING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPL Y WI TH S UCH FAA RE ULA TIONS OR TO PRE VENT UNA UTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
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14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1. Failure b-v Lessee to Pav Rent Fees or Other Charges.
If Lessee's payment of any rents, fees or other charges become past 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 to pay the balance outstanding within
such time,Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default bv 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 the date of 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 this Lease immediately, unless such breach
or default is not susceptible to cure within thirty (30) calendar days, in which event
Lessee shall have such additional time to effect a cure, as determined by the Lessor.
14.3. Abandonment or Non-Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination
of this Lease by Lessor, unless such non-use is caused by Force Majeure, as set forth
in Paragraph 27,below.
14.4. Lessee's Financial Obli ations to Lessor u on Termination Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, 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.
14.5. ffiehts of Lessor UiDon Termination or Expiration.
Upon termination or expiration of this Lease, title to all improvements on the
Premises, including any Discretionary Improvements, and all fixtures and other
Winston Aviation Group,LLC - Hangar 44ti
(ground Lease AKreemem
f=art Werth Meacham Airport
Page 12 of IS
items attached to any structure on the Premises which has not previously passed to
Lessor 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) calendar 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.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered (i) when hand-delivered to the other party at such addresses listed
below, or at such other address as the receiving party designates by proper notice to the
sending party, or(ii)three days after it has been deposited in the United States Mail,postage
prepaid, addressed as follows:
To LESSOR: To LESSEE:
City of Fort Worth Winston Aviation Group,LLC
Aviation Department ATTN: Allisen Prigel
4201 North Main Street, Ste 200 4701 North Main Street
Fort Worth, Texas 76106-2749 Fort Worth, Texas 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
Lessee shall have the right to sublease portions of the Premises as provided by and
in accordance with Section 5 of this Lease. Lessor hereby grants permission to
Lessee to sublease all or a portion of the Premises to 1) Broadie's Aircraft and
Engine Service, Inc. and 2) Aero Performance Coatings USA, Ltd. 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.
15.2. Conditions of Ay2roved Assi nments 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
Winston Av Iation Group,1.1.(' hangar 44N
{tround Lease Agreement
Fort Werth Meacham AirPort
Page 13 n f IS
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.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract,
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty (30) days'written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in
effect following termination of this Lease and until such a time as the lien is discharged.
18. IAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS,-ORDINANCES RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not 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
immediate 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 Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, including the Minimum Standards for Fixed Base operators and
Other Airport Tenants, a public document dated June 16, 1992, on file in Lessor's City
Secretary's office and incorporated herein as part of this Lease for all purposes, as such
laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If
Lessor notifies Lessee in accordance with paragraph 15 above of any violation of such laws,
ordinances, rules or regulations, Lessee shall immediately desist from and correct the
violation.
Winston Aviation Group.I.I.0 hangar 44N
Ground Lease Agreement
Fort Worth Meacham Airport
Page 14 of 18
20, NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation, transgender,gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
24, VENUE 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
Winston Aviation OrouP,I.I.(' Hangar 44N
Ground Lease Agreement
Fort Worth Meacham Airport
Page t i c}f IS
for the Northern District of Texas, Fort worth Division. This Lease shall be construed in
accordance with the laws of the State of Texas.
25, ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys'fees.
26. SEVERABILITY,
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. FORCE MAJ URES
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.
28. 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.
29. 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, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
[Signature Pages Immediately Follow]
Winston Aviation Group,1.1,C l langar 44N
Ground Lease Agreement
1-ori Worth Meacham Airport
Page 16 of IS
IN WI NESS WHFeREOF, the parties hereto have executed this Agreement in multiples
on this the day of OV� -� , 2011.
CITY OF FORT WORTH:
By: L vw4(
Arnando s a
Assistant City Manager
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the and si=. nown it a No ary Public in and for the State of Texas, on this day
personally appeared 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. +L
GIVEN DER Y HAND AND SEAL OF OFFICE this day
-� -
a 2011.
�.,,,�rr IRMA SAEN2
oRr P�d,r
Notary Public, State of Texas
=�: •'y My Commission expires Notary Public in and for the State Texas
January 28, 2012
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
By' B - 4 ��
Charlene Sanders ,�, �� ,� •; �
Assistant City Attorney City Secretarya°a !
a
M&C: �' -� 3 0
� a
10
Approved: -- ]S 1 0
�4tz .i' I
Winsti)n A4,iatiom[croup.[.1.[' 1jangar 44N
Ground l,eaw Agreement
1-«rt Worth Meacham Airp()tl
Page 17 of IS 4
i
r
LESSEE:
WINSTON AVIATION GROUP,LLC ATTEST:
_ N By:
Allisen Prigel
Manager
Date: I t.! -
STATE OF §
COUNTY OF §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Allisen Prigel, 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 Winston Aviation
Group, LLC and that she executed the same as the act of Winston Aviation Group,LLC for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
52011.
N a is in an for the State of Texas
►i11Vfn CHAVEt
rU�"yi JUAN FEE!
g�• ';�': Notary Public,State of Texas
:• My commission Expires
July 02,2013
Winston Aviation Group.11(' 11angar 44N
Ground Lease Agreement
a:
Fort Worth Meacham Airport
Page IS of Is
Y
i
4N
Part of Lot B-1 of Block 1
Meacham International Airport Addition
San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464
City of Fort Worth, Tarrant County, Texas
DESCRIPTION of a 3.818 acre tract of land situated in the San Antonio and Mexican
Gulf Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas; said tract
being part of Lot B-1 of Block 1, Meacham International Airport Addition, an addition to
the City of Fort worth, according to plat recorded in Cabinet A, Slides 2445-2447 Plat
Records of Tarrant county, Texas; said 3.313 acre tract being more particularly
described as follows;
BEGINNING, at a. 1/2-inch iron rod with "LAN D I S" cap found for the northeast corner of
herein described tract; said point being South 30 degrees 53 minutes 17 seconds East
ast
a distance of 156.63 feet from a 60D-nail found far the northeast corner of said Lot B-1;
said point being in the west right-of-way Line of North Main S
treat Spur No. 496 (a
variable width right-of-way);
THENCE, South 30 degrees, 03 minutes, 29 seconds East, a distance of 353.25 feet to
a 1/2-inch iron rod with "PACHECO KOCH" cap set for an angle point;
THENCE, South 1.7 degrees, 46 minutes, 0.0 seconds East, a distance of 79.21 feet to a
curt in concrete set for corner in the north line of Lot A-2., Block 1 of said Meacham
International Airport Addition;
THENCE, South 81 degrees, 05 minutes, 21 seconds West, along the said north line of
Lot A-2, a distance of 272.25 feet to a 1/2-inch iron rod with "PACHECO KOCH" ca p set
for corner at the northwest corner of said Lot.A-2;
THENCE, South 08 degrees, 54 minutes, 39 seconds East, along the west line of said
Lot A-2, a distance of 3.97 feet to a 1/2-Inch iron rod with "PACHECO KOCH" cap set for
corner;
THENCE, South 81 degrees, 11 minutes, 24 seconds West, departing he said west line
of Lot A_2 a distance . 9
n of 1.45.22 feet to the southeast corner of Building No. 43N;
THENCE, North 08 degrees,. 48 minutes, 36 seconds West, along the east wall of said
Building No. 43N, a distance of 107.57 feet to the northeast corner of said Building o.
43N; 9
THENCE, North 17 degrees, 17 minutes, 56 seconds West, a distance of 29.32 feet to
the southwest corner of Building No. 44N;
THENCE, North 48 degrees, 48 minutes, 36 seconds vilest, aloe the west wall of said
Building
9 No. 44N, a distance of 21.02 feet to a point for corner;
THENCE, South 81 degrees, 11 minutes, 24 seconds West, departing the said west wall
of Building No. 44N, a distance of 100.44 feet to a "+" cut in concrete set for corner;
THENCE, North 08 degrees, 48 minutes, 36 seconds West, a distance of 199.25 feet to
a '+n cut in concrete set for corner;
PAGE 1 OF 2
44N
Part of Lot B-1 of Block 1
Meacham International Airport Addition
San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464
City of Fort Worth, Tarrant County, Texas
THENCE, North 81 degrees, 11 minutes, 24 seconds East, a distance of 100.00 feet to a
point for corner in the said west wall of Building No. 44N;
THENCE, North 08 degrees, 48 minutes, 36 seconds West, along the said west wall of
Building No. 44N, a distance of 30.12 feet to the northwest corner of said Building o.
44N• g
THENCE., North 03 degrees, 15 minutes, 57 seconds East, a distance of 20.43 feet to
the southeast corner of Building No. 45N;
THENCE, North 08 degrees, 48 minutes, 36 seconds West,. along the east wall of said
Building No. 45N, a distance of 4.90 feet to a point for corner,
THENCE, North 81 degrees, 11 minutes, 24 seconds East, departing the said east wall
of Building No.. 45N, a distance of 277.17 feet to the POINT OF BEGINNING;
CONTAINING:. 166,318 square feet or 3.818 acres of land, more or less.
(In accordance with the Texas Board of Professional Land Surveying,. General Rules of
Procedures and Practices, 663-19(g), this real property description consists of the report
as shown hereon, and the "map."being attached herewith.)
The description of survey hereon is a representation of the property as determined from
an actual on-the-ground survey conducted by me or under my supervision. This survey
has been performed in accordance with the Texas Board of Professional Land Surveying
y g
"Professional and Technical. Standards". The lines and dimensions of said ro ert
p p Y are
as indicated by the description. As of this date, I, the undersigned, have no knowledge of
or have been advised of any known or apparent intrusions, protrusions., conflicts, or
easements.
Executed as of the 31 st day of October, 2011.
Michael Lar L MICRAEL LARRY LEWIS,JR
ry a is, Jr. ..;.»....».. ..»....;..
Registered Professional Land eyor No. 5773 f °
Pacheco Koch Consulting Engineers, Inc. '•°•:;Es$!.°• �
5000 Western Place #625 Fort Wort T � �u rtq
Worth � 750�7
(817)412-7155
TX Reg. Surveying Firm LS-100080-01
3257-11.323B.dwg
3257-11.323E.X1.doc rmt
PAGE 2OF2
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LOCATED IN THE CfTY OF FORT WORTH, TEXAS
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dp+ ''n"amwar xn.-or,°r n.n�k,++am..+.w•.r. SAN ANTONIO AND I11}�fIC.AN GULF
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DUC FLL 3"7-11.3231010C
City of Fort Worth, Texas
Mayor and Council Commun 'icat'ion
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COUNCIL ACTION: Approved on 11/15/2011
DATE: Tuesday, November 15, 2011 REFERENCE NO.: C-25305
LOG NAME: 55FTW WINSTONAVGRP
SUBJECT:
Authorize Execution of a Ground Lease Agreement with Winston Aviation Group, LLC, and a Consent to
Deed of Trust by Winston Aviation Group, LLC, in Favor of The Frost National Bank for Lease Site 44N,
Containing Approximately 166,318 Square Feet of Ground Space and a 59,250 Square Foot Hangar at
Fort Worth Meacham International Airport (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Ground Lease Agreement with Winston
Aviation Group, LLC, and a Consent to Deed of Trust by Winston Aviation Group, LLC, in favor of The
Frost National Bank, for Lease Site 44N, containing approximately 166,318 square feet of ground space
and a 59,250 square foot hangar, at Fort Worth Meacham International Airport.
DISCUSSION:
Winston Aviation Group, LLC (Winston), has proposed to purchase the leasehold interest of
APIAQ Limited Partnership (APIAQ) in Lease Site 44N at Fort Worth Meacham International
Airport (Meacham). Lease Site 44N, with approximately 166,318 square feet of ground space
and a 59,250 square foot hangar, was previously leased to APIAQ under City Secretary
Contract No. 26292, as amended. City Secretary Contract No. 26292, as amended, was
terminated in conjunction with a request from FTW FBO, LLC, for a new Ground Lease for
Lease Sites 43N and 45N at Meacham.
City Staff has no objection to Winston's request for a new lease. A complete survey of Lease
Site 44N is being conducted to establish the exact square footage, as Winston's request
included adding ground space that is not a part of the current Lease Site 44N. The additional
square footage requested will allow for expansion of parking lots and landside access.
The lease term for Lease Site 44N will be effective upon the date of execution through
November 30, 2040. Based on a ground rate of $0.2402 per square foot per year, lease site
44N will generate estimated revenue of $39,949.58 per year or $3,329.13 per month. Rental
rates shall be subject to an increase on October 1 of any given year to reflect the upward
percentage change, if any, in the Consumer Price Index for the period since the last adjustment,
as described in the Schedule of Rates and Charges in effect at that time. All agreement terms
will be in accordance with established City and Aviation Department policies.
Winston has obtained financing in order to finance the acquisition of the leasehold estate of
Lease Site 44N. Winston and The Frost National Bank (Lender) have requested that the City of
Fort Worth consent to the execution of a Leasehold Deed of Trust by Winston in favor of
Logname: SSFTW WINSTONAVGRP Page 1 of 2
Lender. The Leasehold Deed of Trust Lien will grant Lender the right to operate as the lessee or
to secure another tenant in place of Winston, if previously approved by the City ouncil, in the
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event that Winston defaults under the loan or breaches its lease with the City. The lease
prohibits Winston from making any assignment of the lease or causing any lien to be made on
the constructed improvements without previous City Council approval. This type of transaction is
routine for large airport tenants and City staff has no objection to Winston's request.
The property is located in COUNCIL DISTRICT 2.
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FISCAL INFORMATION 1 CERTIFICATION:
The Financial Management Services Director certifies that the Aviation Department is responsible for the
collection and deposit of funds due to the City.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
P E40 491052 0551101 $39,949.58
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CERTIFICATIONS:
Submitted for Ci Mana er's office b Fernando Costa (5122)
Oriqinaflnq De artment Head: Kent Penney (5403)
Additional Information contact: Jonnie Huitt (5409)
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ATTACHMENTS
No attachments found.
Logname: 55FTW WINSTONAVGRP Page 2 of 2