HomeMy WebLinkAboutContract 42564 CITY SECRETARY CONTRACT NO. ..D-
FORT WORTH MEACB AM INTERNATIONAL AIRPORT
GROUND LEASE AGREENIENT
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 FTWFBO, LLC ("Lessee"), a Texas limited l iabi 1 ity
company,acting by and through Reed Pigman, its duly authorized Manager.
AGREENIENT:
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 1,600 square feet of ground space ("Ground") on the
west side of the fuel farm for fuel at Fort Worth Meacham International Airport
("Airport") in Fort North, Tarrant County, Texas, 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 11:59 p.m. on December 31, 2034,
unless terminated earlier as provided herein.
2.2 Renewal Term.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive
options to renew this Lease for two (2) 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
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second Renewal Term, and Lessee shall no longer have any rights or interest in the
Premises following the expiration of the Initial Term.
2.3. 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.
3. RENT.
3.1. Rates and Adjustments.
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, Three Hundred Eighty Four Dollars and Thirty
Two Cents ($384.32), payable in equal monthly installments of Thirty Two Dollars
and Three Cents ($32.03). Rental rates are subject to increase beginning October 1,
2012, and on October 1 s' of any subsequent year during the Initial Term or any
Renewal Terre,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. five-Year Adjustments
In addition to the Annual Rent Adjustments, on October 1, 2015, and every fifth (5)
year thereafter for the remainder of the Initial Term (i.e. on October 1 st of 2020,
2025, and 2030), rent shall automatically be 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.
3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1 st) 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
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the tenth 0 oth) 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. Discretionary Improvements.
Lessee may, at its sole discretion, perform structural modifications, renovations,
improvements or other structural construction work on the Premises C'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
Improvements or earlier termination of this Lease, Lessor shall take full title to
Discretionary Improvements on the Premises. Upon expiration of the lease term and
any extensions, or earlier termination of this Lease, Lessor shall take full title to the
current improvements on the Premises.
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.
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4.4. Bonds Required 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 (i) 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
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 Rclouired 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.
4.5. Releases la Lessor iJ on Com letion 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
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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.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises for the sole purpose of aircraft fuel storage and
that it will not store such fuel or receive deliveries of such fuel at any location at the Airport
other than the Premises and any other sites at the Airport that Lessee may lease exclusively.
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 Texas Jet, Inc. 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 Lessee's 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
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 RECORIIKEEPINO.
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.
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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 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.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs b 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,
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.
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8.3. Insy tions.
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.
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.
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
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SHALL BE FULLY RESPONSIBLE FOR THE REMEDIA TIGN OF ANY
VIOLATION OF AAT APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL MENTAL REGULATIONS OR STANDARDS THAT IS CAUSED
BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EHPLGI'EES,
CONTRACTORS,SUBCONTRACTORS OR VVVITEES.
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 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.
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
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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
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, (h) 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.
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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.
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.
11.1. Adjustments to Re wired Covers a 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. Lertificates.
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)
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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 Houirements.
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.
12. 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 joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING TIDING DEATH, 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, OC'C'UPANCY, EXISTENCE OR
LOCA TION OF THE PREMISES, EXCEPT TO THE EXTENT CA USED B Y 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 BY LA W. WITHOUT WAIVING ANY DEFENSES PROVIDED BY LA W,
IIEREB Y INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS,A GENTS, SER VANTS AND EMPL O YEES, FROM AND A GAINS T ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
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WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH
LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MA11VTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCOND UCT OF LESSOR,ITS OFFICERS A GENTS,SER VANTS
OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITH ANYANV ALL A CTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, 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 ADEQUATE TO MAINTAIN LES'SOR'S CERTIFICATION
UNDER FAA REGULATIONS, LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING 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
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 PREMISES.
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 by Lessee to Pay 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 la-Lam.
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
f-IAktR )-!.!C
t;roUlld!ease Agreement
Fort Worth Meacham Airport
Page 12 cat'19
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 Nan-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 upon 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. Riphts of Lessor Upon Termination or ExiDiration.
Upon termination or expiration of this Lease, title to all improvements on the
Premises, including any Discretionary Improvements, and all fixtures and other
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 stern
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
I-1l1l•1.13 Y 1.1 C
(mound 1 ease Agreement
Fort 1k orth Meacham A rrrc)rt
Page I I of 19
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 North FTWFBO,LLC
Aviation Department ATTN: Reed Pigman
4201 North Main Street, Ste 200 200 Texas Way
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 Texas Jet, Inc. 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.
16.2. Conditions of A roved 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
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.
i;round Le&se Agreement
Fort Worth Meacham Airport
Page 14 cat'19
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not 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.
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 goads 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.
f I'W1-f3[)-1.1 C
E Iro and I ea w:Agrtvrnent
1,(}n Worth Meacham Airport
Page 15 of'19
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
for the Northern District of Texas, Fort worth Division. This Lease shall be construed in
accordance with the taws 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.
FTW F BO( I.1 C
Oround Lease Agreement
}-urt Worth Meacham Airport
page 16 of 19
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to,compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters,wars,riots, material
or labor restrictions, 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]
}TWHIO,1.1 C
(/round Lewse Agreement
Fort Worth Meacham Ai")rt
Page 17 of 19
IN WI WHEREOF, the arties hereto have executed this Agreement in multiples
on this the
,�JESS
_day of i5LJ - 92011.
CITY OF FORT ORTH:
By:
Fernando Costa
Assistant City Manager
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 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 Y HAND AND SEAL OF OFFICE this day
92011.
,titttrrrri IRMA SAENZLsl�
-`�P�r p�eff•: f Texas
NotarY Public,State❑
My Commission Expires Notary Public in and for the State of Te(�j
jonuary 28, 2012
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APPROVED AS TO FORM ATTEST:
AND LEGALITY:
y- y:
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Charlene Sanders ,a, a�
. ��� � as .�;�
Assistant City Attorney City Secretary a �' 0
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Approved:
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[hound l-ease Apreement
Fort kk'orth Meacham Airport
Page 18 off 9
6
5
LESSEE:
FTWFBO,LLC ATTEST:
By: -; By:
Reed Pigman
Manager
Date.-
STATE OFC 5 §
COUNTY of :Vat r a o §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Reed Pigman, 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 FTWFBO, LLC and
that he executed the same as the act of FTWFBO, LLC for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL of OFFICE this 1-6 day
OF Nou� r _. ---- ------ 2011.
Notary Public in and for the State of Texas
'r'P) GUSTAVO T. CHARCIA
?r°� ••�': Notary Public,State of Texas
ices
M Commission Expires
•�. v
October 03, 2014
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(bound Lease Agreement
Fort Worth Meacham Ai")rt
Page 19 o t'19
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Exhibit "A" - Page 2 of 2
City o Fo rt Worth, Texas f
0 M 0
Mayor a
Council
munication
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COUNCIL ACTION: Approved on 11/15/2011
DATE: Tuesday, November 15, 2011 REFERENCE NO.: C-25304
LOG NAME: 55FTW WINSTONFTW
SUBJECT:
Authorize Termination of an Unimproved Ground Lease Agreement and a Public Fueling Agreement and
Fixed Base operator Permit with APIAQ Limited Partnership, Authorize Execution of a Ground Lease
Agreement, Public Fueling Agreement and Fixed Base operator Permit with FTW FBO, LLC, for Lease
Sites 43N and 45N, with Approximately 188,055 Square Feet of Ground Space, Two Hangars with a Total
of 63,422 Square Feet and 1,600 Square Feet of Ground Space at the Aircraft Fuel Farm at Fort Worth
Meacham International Airport (COUNCIL DISTRICT 2)
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RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Terminate City Secretary Contract No. 26292, Amendment No. 1, City Secretary Contract No. 26645,
Amendment No. 2, City Secretary Contract No. 27455, Amendment No. 3, City Secretary Contract No.
31448, with APIAQ Limited Partnership, for Lease Sites 43N, 44N and 45N, consisting of 266,302 square
feet of ground space and three hangars with a cumulative total of 122,672 square feet of space at Fort
Worth Meacham International Airport;
2. Terminate City Secretary Contract No. 30199, Consent to Assignment City Secretary Contract No.
39629, and Public Fueling Agreement and Fixed Base operator Permit issued September 1, 2010 with
APIAQ Limited Partnership for approximately 1,600 square feet of unimproved ground space on the west
side of the aircraft fuel farm at Fort Worth Meacham International Airport;
3. Execute a Ground Lease Agreement with FTW FBO, LLC, for Lease Sites 43N and 45N, consistin g of
approximately 188,056 square feet of ground space and two hangars, hangar 43N is approximately
26,929 square feet and 45N is approximately 36,493 square feet at Fort Worth Meacham International
Airport; and
4. Execute a Ground Lease with FTW FBO, LLC, for approximately 1,600 square feet of ground space on
the west side of the aircraft fuel farm at Fort Worth Meacham International Airport.
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DISCUSSION:
APIAQ Limited Partnership (APIAQ) is the current lessee of Lease Sites 43N, 44N and 45N, consistin g of
266,302 square feet of ground space and three hangars with a cumulative total of 122,672 square feet of
space and 1,600 square feet of ground space on the west side of the aircraft fuel farm at Fort Worth
Meacham International Airport.
FTW FBO, LLC, has offered to purchase APIAQ's leasehold interest in Lease Sites 43N and 45N from
APIAQ. FTW FBO, LLC, has requested the termination of Secretary Contract No. 26292 and its
corresponding amendments and City Secretary Contract No. 30199 and its corresponding consent to
assignment in order to effectively establish new leases.
Logname: 55FTW WINSTONFTW Page 1 of 2
City Staff has no objection to this request as the facilities will continue to be used as a fixed base
operation. A complete survey of lease sites 43N and 45N is being conducted to establish exact square
footage of each. In addition to lease sites 43N and 45N, an additional 1,600 square foot tract has been
requested and will allow for expansion of parking lots and landside access to the fixed base operation.
The lease term for 43N and 45N will be effective upon the date of execution through November 30, 2040.
Based on a ground rate of$0.2402 square foot per year, lease sites 43N and 45N will generate estimated
revenue of$45,171.05 per year or$3,764.25 per month.
The lease term for the Public Fueling Agreement will be effective upon the date of execution through
December 31, 2044. Based on a ground rate of$0.2402 per square foot per year, the lease will generate
estimated revenue of$384.32 per year or$32.02 per month, in addition to fuel flowage fees of$0.12 per
gallon. 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.
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.
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. ............................ ................................................ .-................................................--...-.........-.................................... .....
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 491 052 0551101 L45,555.07
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CERTIFICATIONS:
Submitted for Citv Manager's office b Fernando Costa (6122)
Originating Department Head: Kent Penney (5403)
Additional Information Contact: Jonnie Huitt (5409)
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ATTACHMENTS
No attachments found.
Logname: 55FTW WINSTONFTW Page 2 of 2