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Contract 48209-CA2
CSC No. 48209-CA2 CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 48209 and 48209-A1 UNIMPROVED GROUND LEASE AGREEMENTS FORT WORTH SPINKS AIRPORT LEASE SITE W3 This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 48209, as amended by 48209-A1, ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the State of Texas, acting by and through Dana Burghdoff, its duly authorized Assistant City Manager; MARLINE AVIATION, LLC ("Lessee"), a Texas limited liability company, acting by and through MARK EDDINS, its duly authorized Managing Member; and AIR CENTER HELICOPTERS, INC. ("Assignee"), a Delaware corporation, acting by and through JOHN L. BEAN its Executive Vice President. RECITALS: The following introductory provisions are true and correct and form the basis of this Consent: A. On September 13, 2016 (M&C C-27907) City Council authorized Lessor to enter into a certain Unimproved Ground Lease Agreement and Associated Mandatory Improvements (CSC No. 48209)with Marline Aviation, LLC, dated September 26, 2016, (the"Lease"), for the lease and use of real property known as Lease Site W3 and any improvements and facilities thereon ("Leased Premises")at Fort Worth Spinks Airport("Airport"). B. On January 24, 2022, Lessee notified Staff of a sale of its leasehold interest in Lease to Assignee, pending City Council approval. C. Lessee now wishes to assign all of Lessee's remaining right,title and interest in the Leased Premises and Lease to Assignee;Assignee wishes to accept such assignment; and Lessor is willing to consent to such assignment, all on the terms and conditions set forth in this Consent. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows: 1. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the date that Lessor, Lessee and Assignee have executed this Consent("Effective Date"). The Lease is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department and is incorporated herein by reference for all purposes. Consent to Assignment of CSC No.48209 and 48209-Al by Marline Aviation,LLC OFFICIAL RECORD to:Air Center Helicopters,Inc. Page l of7 CITY SECRETARY FT. WORTH, TX 2. Lessor does not adopt,ratify or approve any of the particular provisions of the Assignment and does not grant any remaining right, privilege or use to Assignee which is different from or more extensive than any right,privilege or use granted to Lessee by the Lease. In the event of any conflict between the Lease and the Assignment,the Lease shall control. In the event of any conflict between this Consent and the Assignment,this Consent shall control. 3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to Lessor,that as of the Effective Date Assignee will faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the Effective Date. 4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the Effective Date and (ii) any damages (subject to the terms of the Lease), including,but not limited to,property loss,property damage and/or personal injury of any kind,including death,to the extent caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective Date. 5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or after the Effective Date. 6. The person signing this Consent hereby warrants that he/she has the legal authority to execute this Consent on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Consent. 7. This Consent may be executed in any number of counterparts, all of which shall constitute the same instrument. 8. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Lease. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Consent to Assignment of CSC No.48209 and 48209-Al by Marline Aviation,LLC to:Air Center Helicopters,Inc. Page 2 of 7 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of ,2022• Apr 1, 2022 CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: Oana HunghdoAc C By:Dana Burghdoff(M a r31,202218:25 CDT) By: Dana Burghdoff Thomas Royce Hansen, Assistant City Attorney Assistant City Manager ATTEST: ,7R'bj 449 16,no I ,, Date: Mar 31,2022 By: Jan nette S.Goodall(Apr 1,2022 09:29 CDT) Jannette S. Goodall, City Secretary � 0 °FORr��d 00 90 M&C:22-0236 JL w_ ° d AT 0 M&C Approved: 03/29/2022 o =d Form 1295: 2022-843260 �� °°o add darn nEXpSoAp 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 Dana Burghdoff, known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day ,2022• Mar 31,2022 Selena Ala(Mar 31,202218:28 CDT) SELENA ALA Notary Public in and for the State of Texas Notary Public + * STATE OF TEXAS P Notary I.D. 132422528 9�oF My Comm.Exp.Mar.31,2024 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] OFFICIAL RECORD Consent to Assignment of CSC No.48209 and 48209-A I CITY SECRETARY by Marline Aviation,LLC to:Air Center Helicopters,Inc.Page 3 of 7 FT. WORTH, TX Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. r ara dwin Real Property Manages Title [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] OFFICIAL RECORD Consent to Assignment of CSC No.48209 and 48209-Al by Marline Aviation,LLC CITY SECRETARY to:Air Center Helicopters,Inc. Page 4 of 7 FT.WORTH, TX LESSEE: MARLINE AVIATION,LLC By: MARK EDDIrN11S Date: c�l""I c�00 02 STATE OF TEXAS § COUNTY OF�A (`M § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,on this day personally appeared MARK EDDINS known tome to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of MARLINE AVIATION, LLC, and that he executed the same as the of MARLINE AVIATION,LLC,for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this �-I day PV Erb 52022. RENEE R. HUGHES Notary Public,State of Texas ;�• •vim'�� Comm. Expires 11-02-2024 o r 'irF OF � A. Notary ID 12154553 Notary Public in and f6r Ile State of Texas [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] OFFICIAL RECORD Consent to Assignment of CSC No.48209 and 48209-AI CITY SECRETARY by Marline Aviation,LLC Pa ' ter Helicopters,Inc. e 5 of2 g FT. WORTH, TX ASSIGNEE: AIR CENTER HELICOPTERS, INC. Bye J N .BEAN Date: STATE OF TEXAS § COUNTY OF CCC-1-A- _ § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,on this day personally appeared JOHN L.BEAN 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 AIR CENTER HELICOPTERS, INC., and that he executed the same as the of AIR CENTER HELICOPTERS, INC., for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 32022. 0*-'P CAROLYN NICOLE NEWMAN Notary ID#10637368 �My Commission Expires May 8, 2025 Notary Public in and for the State of Texas OFFICIAL RECORD Consent to Assignment of CSC No.48209 and 48209-A1 CITY SECRETARY by Marline Aviation,LLC to:Air Center Helicopters,Inc. Page 6 of 7 FT. WORTH, TX M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT�0RT11 Create New From This M&C REFERENCE **M&C 22- 55FWS CONSENTASSIGNMENT DATE: 3/29/2022 NO.: 0236 LOG NAME: GRND LEASE W3, AIR CENTER HELICOPT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 6) Authorize Execution of a Consent to Assignment of a Ground Lease Agreement for Lease Site W3 by Marline Aviation, LLC to Air Center Helicopters, Inc. and a Consent to Leasehold Deed of Trust with Air Center Helicopters, Inc. and Independent Financial for the Purpose of Financing the Purchase of the Leasehold Interest of Lease Site W3, Located at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a consent to assignment of a ground lease agreement for lease site W3 by Marline Aviation, LLC to Air Center Helicopters, Inc. at Fort Worth Spinks Airport; and 2. Authorize the execution of a consent to leasehold deed of trust with Air Center Helicopters, Inc. and Independent Financial for the purpose of financing the purchase of the leasehold interest of Lease Site W3, located at Fort Worth Spinks Airport. DISCUSSION: On September 13, 2016, through Mayor and Council Communication (M&C) C-27907, City Council authorized Lessor to execute an unimproved Ground Lease Agreement and associated mandatory improvements under City Secretary Contract (CSC) 48209 with Marline Aviation, LLC (Marline Aviation), dated September 26, 2016, for the lease and use of real property known as Lease Site W3 and any improvements and facilities thereon, consisting of 42,992 square feet of ground space, 49,992 square feet of shared aircraft parking and 3,923 square feet of shared access easement (Leased Premises) at Fort Worth Spinks Airport (Airport). Mandatory improvements included a 16,000 square foot hangar and associated office space on the site. On November 2, 2016, the Lessor and Marline Aviation entered into CSC 48209-Al to correct a monthly rental payment calculation. On June 13, 2017, through Mayor and Council Communication (M&C) C-28273, City Council authorized Lessor to execute a Consent to Leasehold Deed of Trust with Marline Aviation in favor of PlainsCapital Bank to finance the construction of improvements at lease site W3. The loan will be satisfied and the lien removed upon a sale of the leasehold interest of lease site W3 located at Fort Worth Spinks Airport. On or about January 24, 2022, Marline Aviation notified the Aviation Department of a request for a consent to assignment of the lease to Air Center Helicopters, Inc. (Air Center Helicopters) due to a pending sale of its leasehold interest. The mandatory improvements required under the Lease have been completed and now include a 19,723 square foot hangar which includes office space. The lease will expire on August 31, 2046, with two consecutive options to renew for two additional successive terms of five years each. Annual revenue from the lease is approximately $21,866.16 payable in monthly installments of $1,822.18. Rental rates shall be subject to an increase on October 1 st of any given year, based on http://apps.cfwnet.org/council_packet/mc_review.asp?ID=29790&councildate=3/29/2022 3/29/2022 M&C Review Page 2 of 2 the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. At no time will the adjusted rate exceed the then current rate published in the Schedule of Rates and Charges. Five-year rate adjustments are applied to the ground rate with the next scheduled adjustment on October 1, 2026, and every fifth year thereafter. The Consent to Leasehold Deed of Trust will grant Air Center Helicopters' lender, Independent Financial, the right, subject to the previous lien, to operate as Lessee or secure another tenant in place of Air Center Helicopters, if previously approved by City Council, in the event Air Center Helicopters defaults on the loan or the lease with the City of Fort Worth. The Ground Lease Agreement prohibits Air Center Helicopters from making any assignment of the lease or causing a lien to be made on improvements constructed on the leased premises without City Council approval. This type of transaction is routine for airport tenants and staff has no objection to Air Center Helicopters' request. Fort Worth Spinks Airport is located in Council District 6. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department(and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Dana Burghdoff(8018) Originating Department Head: Roger Venables (5402) Additional Information Contact: Ricardo Barcelo (5403) ATTACHMENTS FID TABLE.xlsx (CFW Internal) Form 1295 Certificate 1.25.2022 Marline Signed.pdf (CFW Internal) Form 1295 Air Center Helicopter.pdf (CFW Internal) Form 1295 Independent Financial.pdf (CFW Internal) Marline Aviation W3 Location Map.pdf (Public) http://apps.cfwnet.org/council_packet/inc_review.asp?ID=29790&councildate=3/29/2022 3/29/2022 EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT Consent to Assignment of CSC No.48209 and 48209-Al by Marline Aviation,LLC to:Air Center Helicopters,Inc. Page 7 of 7 ASSIGNMENT AND ASSUMPTION OF CONTRACT This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made effective this _ day of , 2022 ("Effective Date"), by and between Marline Aviation, LLC, ("Assignor"), and Air Center Helicopters, Inc. ("Assignee"), sometimes together referred to as the "Parties." WITNESSETH: WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease Site No. W3, Fort Worth Spinks Airport, more commonly known as City Secretary Contract No. 48209 as amended by 48209-A1, attached hereto as Exhibit "A" and incorporated herein by reference, by and between Assignor and the City of Fort Worth, having an effective date of September 1, 2016 (the "Lease Agreement"), Assignor is currently the lessee of approximately 42,992 of ground space ("Ground"), 49,992 of shared aircraft parking ("Apron"), and 3,923 of shared access easement ("Easement") at Fort Worth Spinks Airport in Fort Worth, Tarrant County, Texas, known as Lease Site No. W3 (the "Premises"), being more particularly described in Exhibit "A"; WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and Assignee desires to assume the Lease Agreement; WHEREAS, the City of Fort Worth is willing to approve this Assignment on the conditions that all terms and conditions of the Lease Agreement and all related documents remain in full force and effect and that Assignee is bound by the terms and conditions of the Lease Agreement as if it had executed the Lease Agreement as an original lessee. NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Subject to and in exchange of payment from Assignee to Assignor in the amount of$10.00 and other good and valuable consideration as more particularly described in the Parties' "Purchase and Sale Agreement" dated February 2, 2022, Assignor does hereby agree to assign, sell, transfer, and convey to Assignee, all of Assignor's right, title and interest in and to the Lease Agreement, in the leasehold created thereby, and any and all improvements located on the Premises, to have and to hold from the Effective Date hereof until the end of the term of the Lease Agreement, as such term may be extended pursuant to the terms thereof. 2. Assignee hereby accepts such assignment and transfer and agrees to assume and to perform and discharge all obligations, liabilities, duties and covenants of Assignor under the Lease Agreement as of the Effective Date hereof, including, but not limited to, the payment of rent, payment of utilities, procurement of insurance, obligations to indemnify, compliance with any applicable laws and regulations and performance of upkeep, maintenance and repairs of the Premises, where required by the Lease Agreement, which may arise on or after the Effective ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3 Date hereof and relate to the period on or after the Effective Date hereof, to the same extent as if Assignee had originally executed the Lease Agreement and was named as the "Lessee" therein. 3. Assignee hereby indemnifies and holds Assignor harmless from and against any and all claims, expenses, costs, obligations or other liabilities with respect to the Lease Agreement arising or incurred on and after the Effective Date hereof with respect to events occurring on and after the Effective Date. 4. Assignor makes no representations or warranties of any kind or nature whatsoever with respect to the Lease Agreement or the Premises, whether express or implied, any and all such representations and warranties being expressly disclaimed. 5. Assignor represents and warrants that there are no agreements, oral or written, with respect to the use or occupancy of the Premises and the improvements located thereon other than as contained in the Lease Agreement. Further, Assignor represents that the Lease Agreement is in full force and effect, and is not in default or subject to defense, offset, or counterclaim on the part of Assignor. 6. This Assignment shall inure to the benefit of and be binding upon and enforceable against Assignor and Assignee and their respective successors and assigns. 7. This Assignment shall be deemed to be an agreement made under the laws of the State of Texas, being where the Premises is located, and for all purposes shall be governed by and construed in accordance with the laws of the State of Texas. 8. This Assignment contains the entire understanding between the Parties with respect to the assignment of the Lease Agreement as contained herein. This Assignment may not be changed or modified orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought. 9. This Assignment is subject to the City of Fort Worth's Consent. 10. Upon complete payment as required in the Parties Purchase and Sale Agreement and consent from the City of Fort Worth, Texas, the Commercial Lease Agreement between Assignor and Assignee for the subject property/lease shall be deemed mutually terminated by the Parties hereto. 11 . This Assignment(and the City of Fort Worth's Consent to this Assignment attached hereto and made a part hereof) may be executed in one or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute but one and the same instrument. ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3 To be effective the Effective Date provided hereinabove. ASSIGNOR: ASSIGNEE: MARLINE AVIATION, LLC AIR CENTER HELICOPTERS, INC. a Texas limited liability com any a Texas Corporation By: E. `— Mark Eddins, Managing Member John ea , EVP/COO Dated: 3 , 2022. Dated: 1"hart. Z , 2022. ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3 Exhibit "A" Unimproved Ground Lease Agreement Lease Site No. W3 Fort Worth Spinks Airport Page 1 of 31 D217108588 511512017 5:00 PM PGS 31 Fee: $136.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records Mary Louise Garcia FORT WORTH SPIINKS AIRPORT GROUND LEASE AGREEII•':IENT LEASE SMT NV3 MARLINE AVIATION,LLC This GROUND LEASE AGREEMM,NT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor" or the "City"), a home rule municipal corporation organized underthe laws of the State of Texas,actin;by and through Fernando Costa, its duly authorized Assistant City Manager, and 1<4ARLM AVIATION, LLC ("Lesswl), a Texas Limited Liability Company, acting by and through Aaron Stalberger, its duly authorized VP of Operations. In consideration of the mutual covenants, promises and obligations contained herein, the pattiies agme as follows: 1. PROPERTY LEASEI). Lessor hereby demises to Lessee 42,992 square feet of ground space.("Grounds'), 49,992 of shared aircraft parking("Apron"), and 3,923 of shared access easement("Easement") at Fort.`1,orth Spinks Airport("Airport")in Fort Worth, Tarrant County,Texas, identified as Lease Site W3, (Tremiscs"), as shown in Exhibit "A", attached hereto and hereby made a part of this L'.easc for all purposes. 2. TERNT OF LEASE. 2.1. Initial Term. Tlie initial term of the Lease ("Initial Term") shall commence at 12.00 a.m. on September 1, 2016 ("Effective Date"), and expire at 11:59 p.m, on August 31, 2046,unless terminated ea Her as provided herein. 2 7 Renewals. 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 options to renew for an additional five years each (a "Renewal Term"). In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no loss than ninety(90)days and no more than one hundred eighty(190)days prior to the expiration of the Initial Tenn. Marc)ine Avi2Lim LLC—Lake Sitc W3 Ground Lease Fort Worth SpieRsAiM= ]f±1 I.� RECORD Pnp 1 of 2S C!<—Ay:5Er,Rlc7tlWf r r,WONTH,7XX ........... .. .... ._. .. .......... .................... .......................... ... 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 of the Holdover. The hangar rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no use shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third party vendor that has been approved and secured by Lessor.A ten percent (10%) increase will be added to the Fair Market Value rate until a new Iease agreement is approved and executed. The holdover period will not exceed six (6) months £rom the time the current Iease agreement expires. Upon the expiration of the holdover period,the City may exercise all legal rights and remedies available,including but not limited to eviction. 3. RENT. 3.1. Ground Rate. Lessee shall commence the payment of rent for the Ground on the Effective Date. Lessee hereby promises and a�ees to pay Lessor,, as annual rent for the Ground, twelve thousand. four hundred sixty-seven dollars and suety-eight cents ($12,467.68),at a rate of twenty-nine cents ($0.29)per square foot,payable in equal monthly installments of one thousand, thirty-eight dollars and ninety-seven Cents Los= shall commence the payment of rent for the shared Apron on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Apron, seven thousand, two hundred forty-eight dollars and eighty-four cents ($7,248.84), at a rate of fourteen and a half cents($0.145)per square foot,payable in equal monthly installments of six hundred twenty-four dollars and ninety cents ($624X). Lessee shall commence the payment of rent for the shared Easement on the Effective Date. Lessee hereby promises and agrees to pay Lessor,as annual rent for the Easement,five hundred, sixty-eight dollars and eighty-four cents ($568.84),at a rate of fourteen cents ($0.145) per square foot, payable in equal monthly installments of six hundred forty-seven dollars and forty cents($47.40). 3.2. Rate Adiustmentc. 32.1. Consumer Price Index Adjustments. ,WincAviaion,LLC—E=cSitcW3 Ground Lt:l= fo:t Worth Spinks Airport Psgcti,of25 The rental rates under this Lease are based on Lessor's current published Schedule of Rates and Charges. Rental rates are subject to increase beginning October 1,2016,and on October I"of any subsequent year during the Z-uti-,d Term,and any Renewal Terra,to reflect any upward change in the Consumer Price )•ndcx 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 tlus Lease and(ii) for each subsequent increase,since the effective date of the last increase(the"Annual Rent Adjustitaent"); provided, however, that Lessee's rental rates shall not exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges. 3.2.2. Five-Year A.diustments,Ground Rate. In addition to the Annual Rent Adjustments, on October 1,2021,and every fifth (5th) year thereafter for the remainder of the term of the Lease, the Ground rental rate shall automaticalty be adjusted to equal the then-current rates prescribed by the Schedule of Rates and Charges. 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 after the tenth(I Oth)day of the month for which psyiuent 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 rem that Lessee may accrue. 4. CONSTRUCTION AND EMPROV EMMNTS. 4.1. 1142ndatory Improvements. As additional security for t1t:s Lease, Lessee covenants and agrees that it shall construct the improvements set forth below on the Premises owned by the City of Fort Worth. The improvements approved shall be referred to as "Mandatory Improvements",as referenced in Exhibit"l3". 4.1.1. Lessee shall commence of-orts to perform construction within,six (6)months follov.ing the execution of this Lease. Construction and issuance of a Certificate of Occupancy of an approximately 16,000 square foot hangar shall be completed no later than eighteen (18) months after issuance of all necessary permitting and Marline Aviauor LLC Lc=c Sitc W3 Ground L=c Fort worth Spinis Airport Page 3 o£25 approvals required by the City of Fort Worth and any other state, local or Federal governmental unit or agency, subject to reasonable delays caused by weather, or force majuer. 4.1.2. Lessee shall complete the Mandatory Improvements according to the Project Schedule("Schedule"),as identified in Exhibit`B_Z". For each major task on the Schedule, Lessee shall provide, at a minimum, a 24-hour advance notice of commencement. 4_1.3. At the completion of construction,Lessee shall provide to the Lesson a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As-Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total cost/value of the Mandatory Improvements. Lessee shall fully comply with all provisions of this Section 4 in the performance of any such Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a Certificate of Occupancy within the applicable time period set forth above-, Lessee shall present to Lessor evidence of the cause for such delay, and any other information requested by Lessor, to assure construction will be completed in a reasonable time. Should Lessee fail to provide such information, Lessee shall be in default of this Lease and Lessor shall terminate Lessee's rights to the Premises in its entirety. In the event that Lessor and Lessee agree to deviate from the terms, provisions, Specifications or conditions of this Lease in any way,an Amendment to the Lease shall be signed and dated by both Lessor and Less=and shall be attached to and made apart of this Lease and shall supersede the previous terms, provisions,and specifications as specifically identified. Upon issuance of the Certificate of Occupancy Lessor shall take full title to the Mandatory Improvements on the Premises. The commencement and completion dates in this Section 4.1 are subject to the provisions of Section 27 below, and any delay by reason of force majcurc shall result in a day-for-day extension of the period :or performance, provided that the party is diligently and continuously pursuing in good faith a remedy to the delay during such time. 4.2. Discretionary Improvements. Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on or to the Premises (collectively, "Improvements")so long as 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 Director of Aviation or authorized representative ("Director"). Lessor agrees to respond in writing to Lessee's requests for approval within thirty (30) calendar days of receipt of such requests. Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the undertaking of any such Improvements. Lessor shall take full title to any M;rlina A%i5Tipn.LLC T Lc=Site W3 Ground Lose NY*Vloen SpinkS Airport Past 4 of2s Improvements on the Premises upon the expiration or earlier termination of this Lease,provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby. 4.3. Process for Approval of Plans. Lessee's plans for 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. 4.4. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Improvemorm including, at a minimum, as-built drawings of each project. As-built drawings shall be new drawings or redline changes to drawing previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.5. Bozrds Rggnired of Lessee.['PHIS SECTION O141ITTE 4.6. Bonds Required of Lessee's Prime Contractor. Prior to the commencement of any Mandatory Improvement or Improvement, Lessee's respective prime contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, in the amount of the respective contract price to cover the costs of all work performed under such contractor's contract for such Improvements. Lessee's prime contractor shall also furnish a maintenance bond in an amount equal to the contract price as security to protect Lessor against any defects in any portion of the improvements. The maintenance bond shall remain in effect for two(2)years after the date of final acceptance of the improvement by the Lessor. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such 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 Lessor 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. Marline Aviation,LLC—Lcasc Site W3 Ground Lease Fort Worth Spinkr.Airport Page 5 of 25 4.7. Releases by Lessor Upon Completion of Construction Work Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit upon(i),where Lessee serves as its own contractor, verification that Lessee has completed construction work or(ii), where Lessee uses a contractor,receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid, affidavits and waivers of lions. 5. USE OF PR.ENUSES. Lessee hereby agrees to use the Premises solely .for aviation-related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises, including individual hangars, 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. 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; till) restrict the use of the Premises to aircraft storage or other aviation or aviation-reiated purposes acceptable to Lessor;and(N)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, including rental rates,to the Director prior to Lesscc's execution of its first Iease and from time to time thereafter following any material changes to such lease form, including, without limitation,any changes to Lessee's rental rates for portions of the Premises. Lessee may make non-material modifications to its standard lease to the extent that such are not contrary to Lcssoes Sponsor's Assurances, 6. T?1CPORTS,AUDITS AINI D RECORDIKEEPING. Lessor reserves the right to require Lessee to-provide Lessor with a written annual report,in a form acceptable to the Director,that reflects Lessee's rental rates for any subleases of the Premises in the immediately preceding calendar year. If required, such written annual report shall be provided to Lessor within thirty(34)days following the end of the preceding calendar year. Lessor may request, and Lessee shall promptly provide,similar reports on a more frequent basis that reflect Lessee's rental rates for the period requested by Lessor. These reports shall be delivered to Lessor's Department of Aviation at the address provided in Section 15. In addition,.Lessee 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 Port 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 Marline A-viation.LLC—Lcsc Site W"a GroundL=-- Fort Worth$pinks Airport Pagc 6 of25 principles. Upon Lessors request and following reasonable advance notice, Lessee will snake 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 Sponsors Assurances made by Lessor to the Fedora]Aviation Administration. 7. UTILITIES. Lessee,at Lessee's sole cost and expense,shall be responsible for the installation and use of aII 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 aII utilities serving the Premises. In addition, Lessee agrees that aU utilities, au 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. S. MAINTENANCE AND REPAIRS. S.X. maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all tunes, 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,including, but not limited to,the maintenance of and repairs to all hangars and other structures,doors,windows and roofs, and all fixtures, equipment, hangar modifications and surrounding 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 repa it or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade f ctures, furnishings, equipment and other personal prop 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, ovcrtlowing or leaking of sewer or steam pipes, from water from any source wnatsoever, 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. Marline Aviation.«LC--L=e Siva W3 Gromid Lea= Port WWA Splr�Airport Pabc 7 of25 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. Inspections. 8.3.Z. 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 Lcssee at Ieast four (4)hours' notice prior to any inspection. 93.2. 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 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. 3.4'. Envimnrnental Rernediation. 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 Marline Av;mion.LCC—L=e Site W$ Ground U= Fort Worth Spinks stir ,poc P cc 8 oM Premises. LESSEE,AT ITS SOLE COSTA"EXPENSE,AGREES THAT IT SHALL BE MLY RESPONSIBLE FOR THE REMEUTATION OF ANy VIOLATION OF ANy APPLICABLE .FEDERAL, STATE OR LOCAL E1MAONMBNTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES. CONTRACTORS,SUBCONTRACTORS OR INVXTEES 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs an the exterior of the hangar or 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. Lcssee 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 ri ghts and reservations: 10.>. Lessor reserves the right to take any action it considers nccessary 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 Bruit the usefulness of the Airport,constitute a hazard to aircraft or diminish the capability of existing or future navigational or navigational aids used at the Airport. 10.1 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) i.,esssee may suspend the payment of any rent due hereunder, but only if Lessee first provides `daGnc Aviation Ltc—Lcase si,.c w3 Ground Idea Fat Worth Spins Airport Pagc 9 of 25 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 Lcasc, or CH) 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 Covemment 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 Iasts 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 shalt 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 shalt not be required to, (a) fitrther 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, Marline Avintior%LLC—Lease Site IM Ground Lcaso Fort Worth Spirl A rp= Pagc 10 of25 maintenance, inspec'don, 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. 1iNSTTRANCE. 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 Ieasing, use, occupancy, maintenance, existence or Iocation of the Premises. Lessee shall obtain the required insurance specified to be maintained by a commercial tenant in accordance with Exhibit "C", the "City of Port 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. Adtustmeuts to Required 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 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, Marl?ne Aviation,LLC—Lease Sito W3 Ground LC= tort Worth Spidls Airport Page 11 of?S provide Lessor with evidence that it has maintained such coverage in full force and effect. 1.13. Additional Reguirements. Lessee shall maintain its insurance with insurers authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport, to grant additional insured status to the City,its Officers,Employees and Volunteers, and to provide that no material changes in coverage, including,but not iimited to, cancellation,termination,nonrenewal or amendment, shall be made without thirty (30) days'prior written notice to Lessor. The Lessee is responsible for notifying the City of any change to its insurance coverage that amends or alters the coverage required by this Lease. 12. TNMEYENDENT 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 or,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 acklowledges that the doctrine of respondent superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee farther agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 13. IN'DEMN71CATION. LESSEE HEREBY ASSUMES ALL LIABMTY AND RESPONSL3ILITY FOR PROPERTY LOSS, PIZOPERTY DAMAGE AND/OR PERSONAL INTORY OFANY K?70, NCLUDING DEATH TO ANY AND ALL PERSONS, OF ANY BTVD OR CHARACTER. Wr?'ETHER RFAL OR ASSERTED, AR?'SING OUT OF OR 17V COMNEC170N WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR PP77H THE LEASE"G, .11LUNTENANCE, USE, OCCUPANCY, MUSTENC,E OR LOCATION OF THE PRMWSES.. EXCEPT TO THE EXTENT CAUSED.1W M NEGLIGENCE OR )NTEN7701VAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. .LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BYLAW, 97THOUT YYAIMVGANYDEFENSES PROVIDED BYLAW, BEREVY MEi'YI_+VIFY, HOLD HARMLESS .4ND DEFEND LESSOR, ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWS 7TS FOR EITHER PROPERTY DAMAGE OR LOSS (INCL UDZYG ALLEGED DAMAGE OR LOSS TO LESSEE'S BYISINESS AND ANY Marlinc Aviation.LLC—Lcaso Rc w3 Group--Lcasc FortWo.O Spinks Airport Pic 12 of?S RESULTING LOST PROFITS) AND/OR PERSONAL INjURx, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY "ND OR CHARACTER, WFIE171OR RE. L OR ASSERTED,ARISING OUT OF OR IN CONNECTION WIT U LESSEE Is USE OF THE AIRPORT O?VDER TXIIS LEASE OR WITH THE USE, LEA8ING,116�TENAIVCE, OCCUPA,'VCY,.i WTENCE OR LOCATION OF TIM P)?0M)MES, .EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR lVTEN2I0ZyAL ?t?I'SCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE ASSU'VIES ALL RESPONSMILITYAND AGREES TO PAY LIsSSOR FOR ANY AND ALL. I'VJTIRXES OR DAMAGES TO LESSOR'S PROPERTY WHIC,7 ARISE OUT OF OR IN CONVECTION WITHANYAND ALL ACTS OR 01'V,+7SSIONS OF LESSEE. ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,, LICLASEES OR INVITEES, EXCEPT TO THE EXTENT CA USED BY THE NEGLIGENCE OR RVTENTIONAL 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 SECURITT ADEQUATE TO MAXNTAEV LESSOR'S CERTIFICATION UNDER FAA REGULATIONS LESSE',E S,UALL COMPLY WITH ALL APPLICABLE REGULATJOA'S Or THE FAA RELATING TO ALt2PORT SECURITY. LESSEE SHALL PAY ALL FTNES IMPOSED By THE FAA O.JV LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FA.0 URE TO COMPLY WITH SUCIY.FAA REGULATIONS OR TO PREVENT UArAUTHONZED PERSONS OR .PARTIES FROM THEIR OBTAINING ACCESS TO TILE AIR OP.ERATIONSAREA OF THEAnWORT FROM T.i`t"E PREMISES 14. TEMY iNATION. In addition to termination rights contained clscwhere in this Tease, 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 fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten(10) calendar- days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach ar Default by]Lessee If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty(30)calendar days following receipt of such written MaTilne Aviation.TLC—Lease Site W3 Gromd r Fart wonb Spinks Aigvr. Pagc 13 or2s 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 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 germination of this Lease by Lessor,unless such non-use is caused by Force Majeure,as set forth in Section 27 below. 1:4.4. Lessee's Financial Obligations 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 hw=dcr. 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. Rights of Lessor'Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment,materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take Jbil 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 addresses as the receiving party designates by proper notice to the sending party, or(ii)three(3) days after being deposited in the United States Mail,postage prepaid,addressed as follows: Manioc Avigion,LLC—Lease Site\v3 Ground Lea:c tort\Rork Spin{cs Airport Page 14 of2s To LMSOR_ To LESSEE: City of Fort Worth Marline Aviation,LLC Aviation Department ATTN: Aaron Stalberger 4201 N Main St,Suite 200 2301 FM 1187, Suite 203 Fort Worth,TX 76106 Mansfield,Texas 76063 16. ASSIGIV"N'ENT AND SUBLETTING. 16.1. In General. Lessee shall have Lhe right to sublease portions of the premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign,sell, convey, sublease or transfer the entirety of its rights,privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease. all terms, covenants and agreements set forth in this lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by t3ic 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 hcrcundcr,including payment of rentals,fees and charges. 17. LIENS 13Y LESSEE. Lessee acknowledges that it Izas 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 ofthis lease and until such a time as the lien is discharged. 18. TAXES AND ASSESSN,CEr1TS. .Lessee agr.:es 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. Marline Aviauon,LI.C—L=Site M Ground Ltue Fort Wort-.Spins-,Airport Page 15 of 25 19_ �CO1VB'LTAN CE WITI�[]LAWS,E?I2D1TiANCES,RY71`,ES AND REtxUx,ATXONS. 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 unlawf'al use of tBe Premises and Lessee immediately shalt 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 regrlations, and minimum standards of Lessor, all rules and regulations and minimum. standards established by the Director; and all rules and regulations and minimum standards adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, as such lMs, ordinances, rules and regulations, and minimum standards exist or may hereafter be amended or adopted. If Lessor notifies Lessee in accordance wittth Section 15 above of any violation of such laws, ordinances, rules or regulations,Lessee sha11 immediately desist from and correct the violation. 20. NON-DISCRLNIINATION COVENALNT. Lessee,for itsell. 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 ofrace,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,;ender 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 har:aless. 21. LICENSES AND PERN.0[T$. 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. Kadfhc Aviatiorr.LLC—L,=c Sitc W3 Grouted L=e Fort Worth Sfinks Airport Page 16 of25 22. GOVERNMENTAL PONVERS. 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 fature occasion. 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at Iaw 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 Tiorth= 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 bold 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 1bIAJEURE Lessor and T..esscc shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shalt not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, hicluding,but not limited to,compliance witli 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. Marline Aviation,UC--Lease Si'c W3 Ground L=c Ton Worth Spinks Ai rport Pane 17oM 23. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party;and that such binding authority has been granted by proper order,resolution,ordinance or other authori7ation of the entity.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. 09ADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed apart ofthis Lease. 30. ENTIRETY Or AGREIM EN7f'. 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 ofthis Lease. The terms and conditions ofthis Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [Signature Pages Follow] Ma:litte Aviation,LLC—L=Sitc W3 Ground Lase For t Wor th Spid--Ai[port Pry,IS of25 IN WITNESS/ REOF, the parties hereto have executed this Lease in multiples on this the 3,7�day of�40;{- < 12016. CITY OF FORT WORTH: By: �-- Fernando Costa Assistant City Manager Date: 9 fA 6 STATE OF TEXAS S COUN TY OF TARRANT 5 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 acknowvledged to me that the same was the act of the City of Fork 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. GIJE ' ER TKY LAND AND SEAL OF OFFICE this day 2016. t r.��•�„,'" .„�`y« „Lii.. w.pC"n the Notary Pt 011l-in apOnr the.%tc of Texas APPROVED AS TO FORM ATTEST: AINYXGAUTY: By: By Assistant' ity Attomcy Mary I! se City Secaefty M&C: C-27907 Date:9/13/2016 L S� 1295 Certificate Number:2016-94598 7 Marlin Aviztion.UC—Lcase Sitc W3 Fart Words SnirJs Airvort NV 19of25 as LESSEE: ATTEST: MARu,E\fTE A WA.TION,LLC By:-- BY:� Aaron Stalberger, WeS1,� �'ra-�Gs s VP of Operations Date: f� �S- 6- STATE OF TEXAS l COUNTY OF BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas,on this day personally appeared Aaron Stalberger, known to one to be the person whose name is subscribed to the Foregoing instrument, and acknowledged to me that the same was the act of MARLM AVIATION, LLC and that he executed the same as the act of NfARLM AVL4TION,LLC for the purposes and consideration therein expressed and in the capacity therein stated. GZVEN UNDER MY HAND AND SEAL OF OFFICE this day 2016, J r C J-7 Notary public in and'feIr the 5t�ate of Texas REM R.HUGIES r NokayPnUiic N M. STATE OF T--.CAS MyCo=%Exp.No+antc:.3b16 ;NsrbicAviatim.LLC—Lcvse Sk W3 G.ound Lcaso ort Wonh Spinkt Airpor: Pofir 20 of 25 EXMIT A REAL PROPERTY DESCIt)(fflON AND M" FOR LEASE SITE W3 Being a 0.987 acre (42,992 square feet) tract ofland situated in and being a portion of Block 1, Fort 'Worth Spinks Airport, an addition to the City of Fort Worth, Tarrant County, Texas as shown on plat recorded in Cabinet A, Slide 353. Plai Records, Warrant County, Texas and being more particularly described as follows: BEGINNING at an 'X' cut in concrete for the Northeast comer of the tract herein described, the Southeast comer of Lease Site W 2 and the Northwest comer of an.Aircraft Parlang Area,from which a brass monument set in concrete described as Soaks Control Monument A%o. 2, as shown on Page 2 of 3 of said plat bears V 10059'25" E, a distance of 1,55I.02 feet, said POINT OF BECY NN7NG having coordinates ofN: 6,889,372.83. E:2,334,259.03 GRID; (1) TMNCE S 00°32" 13"E, with the West line of said Aircraft Parking Area, a distance of 219.20 feet to a 'X' out in concrete for the Northeast comer of a 20 foot Access Easement, from which a brass monument set in concrete found, described as Spinkq Control Monument No. X, as shown on Page 2 of 3 of said plat, bears S 00132' 13" E, a distance of 20.00 feet and S 35°38'39" E, a distance of 538.82 feet and from which a brass monument set in concrete found, described as Soinkr Secondary Airport Control Station (SACS) NGS Monument AB6244 bears S 00°32' 13" E, a distance of 20.00 feet and S 23°00'16" E,a distance of 1,827.90 feet; (2) THENCE S 89°27'47" W, with the North Zinc of said Access Easement, a distance of 196.13 feet to a 5/8-inch iron rod set in the West line of said Block I. and the East Tine of Wing Way Road (being Lot 1, Block 100, a 44-foot wide private road, per said plat), for the Northwest corner of said Access Easement; (3) THENCE N 00°32'13" W, with the East line of said Wing Way Road, a distance of 219.20 feet to a 5/8" iron rod set for the Southwest comer of said Lease Site W-2 ; (4) THENCE N 89°27'47" E, departing the West Iine of said Wing Way Road, with the South line of said Lease Site W 2 a distance of 196.13 feet to the PONT OF BEGINNING and containing 0.987 acres (42,992 square fcct) ofland,more or less. Mail inc nviation,LLC—Lease Site Vr Ground Least Fort Worth Spinks Airport Page21 6f25 Aircraft Parking Area(Apron) Being a 1,14$ acre (49,992 square feet) tract ofIand situated in and being a portion of Block I and Block 4, Fort Worth Spinks Airport, an addition to the City of Fort Worth, Tarrant County,Texas as shown,on plat recorded in Cabinet A, SIide 353, Plat Records, Tarrant County, Texas and being more particularly described as follows: BEGINNING at an 'X' cut in concrete for the Northwest comer of the tract herein described, the Southeast comer of Lease Site W-2 and the Northeast comer of Lease Site W-3, from which a brass monument set in concrete found, described as Spinks Control Monunaerrt No. 2, as shown on Page 2 of 3 of said plat bears N 10°5925" E, a distance of 1,551.02 feet, said POINT OF BEGMN1N0 having coordinates ofN: 6,.SV,372.83. E:2,334,259.08 GRID; (I) THENCE N 89°27'47" E, at a distance of 189.65 feet, pass the Fast line of said Block 1 and the West line of said BIock 4, being the FAA BUILDEVG RZ3TRlM0tU LINE (ner, said plat), in all a distance of 208_98 feet to an 'X' cut in concrete, being 65.5 feet West of the centerline of Taxiway 'A; (2) THENCE S 00°32'36" E, parallel with and 65.5 feet West of the centerline of said Taxiway 'A'. a distance of 239.20 feet to an 'X' cut in concrete for the Northms. comer of Lease Site W-4, from which a brass monument set in concrete found, described as Spinks Secondary airport Control Station, NGS MommnentAB6245, bears S 87021'24"E.a distance of I,OM96 feet; (3) THENCE S 89°2747" W, with tine North line of said Lease Site W-4, at 19.36 feet, pass the West line of said Block 4 and the East line of said Block 1, being said I,°AA BUILDING RESTRICT10jV LINE, in all a distance of 209.01 feet to an X cut in concrete for the Southeast comer of a 20-foot Access Easement, from which a brass monument set in concrete found, described as Spinks Control MOmMent No, I, as shown on Page 2 of 3 of said plat bears S 35"DT39 F, a distance of 538.82 feet, and from which a brass monument set in concrete found, described as Spinks Secondary Airport Control Station (SACS), .NGS Illomtment AB6244 bears S 23°00'16" E, a distance of 1.827.90 feet; (4) THENCE N 00°3TI3" W,departing the North Iine of said Lease Site W-4,with the East line of said Ace= Easement, at 20.00 feet,pass an 'X' cut in concrete for the Northeast comer of said Access Easement and the Southeast comer of said Lease Site W-3, in all. a distance cf 239.20 feet to the POINT OF BEGINNING and containing 1.148 acres (49,992 square feet) of land,more or less. Martine Av;dion.=—Lpse Site�'!, Ground U= Pon Werth Spinks Airpot t Page 22 of2s 20-Foot Access Easement(Easement) Being a 3,923 square feet tract of lard situated in and being a portion of Block 1,Fort Worth Spinks Airport, an addition to the City of Fort Worth, Tarrant County, Texas as shown on plat recorded in Cabinet A, Slide 353, flat Records, Tarrant County, Texas and being more particularly described as follows: BEGINNING at an `X' cut in concrete for the Southeast corner of the tract herein described, for the Southwest corner of an Aircraft Parking Area, and being in the North line of Lease Site W-4,from which a brass monument set in concrete found, described as Spinks Control Mommttntt.Mo. 1,as shown on Page 2 of 3 of said plat bears S 35°38'39", E, a dismnec of 538.82 feet, and from which a brass monument set in concrete found, described as Spi`nks Secondary Ahport Control Station {SACS), NGS Monwllenr AB6244, bears S 23'00116" E, a distance of 1,827.90 feet, said POINT OF BEGENi KING having coordinates of N: 6,889,133.64, E:2,334,261.32 GRID; (1) THENCE S SMT47" W, with the North line of said Lease Site W-4, a distance of 196.13 feet to a 51S-inch iron rod set in the West line of said Block I and the East line of Wing Way Road (being Lot 1,Block 100.a 44-foot wide private road,per said plat), for the Northwest corner of said Lease Site W-4; (2) THENCE N 00°32'13" W, with the West Iine of said Wing Way Road, a distance of 20.00 feet to a 513-inch iron rod set for the Southwest comer of Lease Site W 3; (3) THENCE N 89°2747" W, departing the West Iine of said Wing Way Road, with South line of said Lease Site W-3, a distance o£ 196.13 feet to an X cut in concrete in the West line of said Aircraft Parking Area, for the Southeast corner of said Lease Site W-3, from which a brass monument found set in concrete described as Spinks Control)Vbnumenr No. ? as shown on Page 2 of 3 of said plat bears N 00°32'13" W, a distance of 219.20 feet and N 10°59'25"h, a distance of 1,551.02 feet, (4) THENCE S 00032'13"E,with the West line of said Aircraft Parldng Area, a distance of 20.00 feet to the POINT OF BEGINNING and containing 3,923 square feet ofland,more or less. Marline Aviation.LLC-.Ltasa Sire W3 Ground Lease Fort Worth SphV Airport Fage 23 of 25 N I'4L 4 T. . 100' I 1 LCICE SM W-2 ti I :C fO K•i •.n' 11 ad•:T�.:.[ N 00.2747"C -•Oe9F' 0,� 1MV �'fIOP IY,+YC C/li•�.1 "'•C'CLr PJIU 1rNC11 t1'f I•,ntinr. ark �'•��' lv CU,Yt• Fa\L G1L T•L,U!•'Jl';tlJ �•t LIIIU e' o G 't LEASE SATE W-3 Sya'G• C 5,r^ k (0.907 A.C) Q•� f�• N AIRCRAFT PAAW.NC AREA low F o n�.OJ2 SO.FY. 'x'a•r i1.7+1)AC) +• I :!n'IfCC 41-V'47•wl Wily Ix fRnC ISLE NCYE 21 k IV ACLCA( t�T C AO1L I, ,`,cur •1'Air fill J,a^J:'6,r7, �� IY fair Y Alv 'I C'1,C ITM.v ,•!il J.•1 vl�! 1l1.1 1 �:bglzY 4'/"N 20Y.Or a'o'2r,in• r rnn.trtsx<R:aGftRa CavY t0.3C Ytl7 vm{IL:13 a f.nJ,:.,ta: V• a 11 �J 1 �1 LULL'�I"1ll' � J•(.. •u.L VD, KMTV rANLL � .+, LEGEND :. I•,O,k '.1•I�Av C0.Y'Kl11•L I,ov.1 NOU.Ntga Aaa4 P,OA, PC).VC OF OCCM'WV: J < U.n P,O,x. PCIVT OF HEFCXENCC w xu NOIIfNJq fh=»yo P,a"Ifts PLAY'IRON S,rer W(T CC YCL4 7CY,A^• Orr• 9w10 Noll-r o,a 51O•'IRS 51n"IRON�,ROa.,EY W(YH A YELLOW CAY r.�•......... pvlR].ron irate asAr r.s A CC n,�rD a, wr. rP N:� N;ccunnRY �� G1 TFlQr 9 ucc uo. .�azAd au allll 01,Y3� -rx- AI�NCrfr CONTROL 51AIlONS(^.ACa1, NCS 01014 MRC7:+1 Q'• ?xi'; Aou Aud.•le. coOn0WA;E5 ArrC tr W;VATF_MANE. ....................... d 7" W m 'W v34r+CC14ML ZONC(d:O2).WID. NCXnl.VJ0,lCa::GAMMA 1 S. KEVIN WENDU CP 1733(MAD'63) .. ... .... mn�K VOM L'CAL CUCRln7(Y7•0 ACCOWA`)'!n115 YAP vOlr I; ^0'ACCESS L'.Yr 19 \JOINI VLS l4nL'CVLN; ,L�. r t11C E%C!u51YC IIG--OF LCAVF S,)C tY'-,AA'a LCASE q • . NO•ICY:1, nir A)RCRXr•r PA..WuiC AREA I. A J-.4"r IJ7 AOY'EI4Mi I W rK,;ACtUSIVC U.F-OF LCA5%D;E W-j wd f -WA Arlo l./`'C r`I,.VNS /.Vr(I&Wil Sf.myllyiNe AND t�P_ _ICRI}I a 7 L'NVOY COU TrINO,ILLC DALLAS,TEXA: 762/.7 (246)631-7600 PORT WORT11 S('INICS AMPQRT FAX:(214)631-:103 UZASG: SITU ll'-U, ATUCRAFT PARKING :,yd'.A RMAIL:SAMO5AMfNC.Ol2 : �U' ,t CCliSS BA.g7NK,,VT SUAYEtIKA.AfRlAL)(AFPII(U•fi}IGIKEFAI6Q TX FiRM O(C06000 KAT•S; 05/=,C/;r SeNrr 0" 700' Pr glexl No. 9NI1 f;•; SNCCY 1 OP I Mwlinc Avialaon.LLC—Lcasc$itC'NXI, Cround Leosn Fart\N'Wh SpinksAirpor. Nag 24 oP25 E"V HrBTT WWI MANDATORY IMPROVEMENTS Approximately 16,000 Square Peet Hangar All mandatory improvements fox Lease Site W3 must be completed in accordance with Section 4 of the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto. -Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the FAA no less than sixty(60)calendar days prior to the commencement of construction. Marline Aviation.LLC—L=c Sic W3 Gromd Lcwc Fort Worth Spinkg Airport Page 25 of 25 airy of Fort Worth, Texas Mayor and CounGil Communication .,r---.>.�-•...8--„..•-e,.mrr.:,-aeeav-�+.-.,,.n•_—r.:—_.-t-..r.,oat,�,.�+•-nv:mxx rrxorzw-..rr-v_�r-•�.ire».uurro•.•�,or_ras.�-r..-•an^:dr-r.�-:._=x_-;.::+ze�7=s.:rr:=�;x.�.._.^m COUNCIL ACTION: Approved on 9/13/2016 DATE: Tuesday, September 13, 2016 REFERENCE NO.: ''C-27907 LOG NAME: 55FWS GROUNDLEASE W3 MARLINE SUBJECT: Authorize Execution of a Ground Lease Agreement with Mandatory Improvements with Marline Aviation, LLC,for 42,992 Square Feet of Ground Space Known as Lease Site W3,Shared Aircraft Parking of 49,992 Square Feet of Ground Space, and Shared Access Easement of 3,923 Square Feet of Ground Space at Fork Worth Spinks Airport(COUNCIL DISTRICT 6) RECOMMENDATION: It is recommended that the City Council authorize execution of a Ground Lease Agreement with Mandatory Improvements with Marline Aviation, LLC, for 42,992 square feet of ground space known as Lease Site W3,shared aircraft parking of 49,992 square feet of ground space and shared access easement of 3,923 square feet of ground space at Fort Worth$pinks Airport. DISCUSSION: Staff has received a request from Marline Aviation, LLC, to lease approximately 42,992 square feet of ground space on the south west side of Fort Worth Spinks Airport(Spinks Airport)to construct a hangar between approximately 16,000 and 20,000 square feet, The lease will also include shared aircraft parking of 49,992 square feet of ground space, more commonly known as the apron,and a shared access easement of 3,923 square feet of ground space. Construction of a hangar between approximately 16,000 and 20,000 square feet shall begin within six months following the later of(a)receipt of written Federal Aviation Administration(FAA)Airspace Study approval on the design of same, (b) receipt of the City of Fort Worth Aviation Department's approval of plans as set forth in the lease and(c)issuance of a building permit with the completion and issuance of the Certificate of Occupancy to be no later than 12 months after construction commences. The term for the Ground Lease is 30 years beginning September 1, 2016 and expiring August 31,2046, The Lease will include two five-year options to renew for an additional 10 years, bringing the total Lease tern to 40 years.At a ground rate of$0.29 per square foot per year, Lease Site W3 wilI generate estimated revenue of$12,467.68 per year or$1,038.97 per month. At a ground rate of$0.145 per square foot per year,the shared Apron will generate estimated revenue of$7,248.84 per year or$604.07per month. At a ground rate of$0.145 per square foot per year,the shared Easement will generate estimated revenue of$568.84 per year or$47.40 per month,for total estimated revenue in the amount of$20,285.36 per year or$1,711.27 per month. Rental rates shall be subject to an increase on October 1st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area.At no time } Charges.Five-year e will the adjusted rate exceed the rate that is current m ,he Schedule of Rates and C a ges. i e year rat adjustments will be applied to the ground rate starting on October 1, 2021 and every fifth year thereafter. ADVISORY BOARD APPROVAL- On March 17,2016,the Aviation Advisory Board voted to recommend Logriame: 55FWS GROUNDLEA.SE W31,14A 2LINE Page I of that the City Council approve this lease Agreement. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6, FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. Upon receipt,these funds will be deposited into the Municipal Airports Fund, Hangar Lease Revenue Account,which has total estimated revenue in Fiscal Year 2016 of$1,062,505.00 and year to-date receipts of$840,693,90. The Ground Lease Revenue Account,which has total estimated revenue in Fiscal Year2016 of$1,646,774.00 and year-to-date receipts of$1,285,188.62. FUND IDENTIFIERS(Fibs),:TO Fund Fund Department ccoun Projecfi Program ctivity Budget Reference# moon ID ID Year GJ7artfieJd 2 FROM Fund Department ccoun Project Program ctivity Budget Reference# I mou ID JD Year CHartfield 2 CERTIFICATIONS: Submitted for City Manager's Office by: Femando Costa (6122) Originating Department Head: Bill Welstead (5402) Aaron Barth (5434) Additional Information Contact: Anne-Marie Stowe (5415) ATTACHMENTS 1. Form 1295 Marline Aviation.pdf (Public) 2. Lease Site W3.pdf (Public) ,L.ogname:55FWS GROUNDLEASE Wa 1vL&RUNE Page 2 of CERTIFICATE ©F INTERESTED PARTIES FcRm 1295 s of z Complete Nos,1-a and G if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,S,and G if then,are to interested parties, CERTIFICATION OF FILING 2 Name of business entity filing form,and the city,state and country of the business entity--;place Ccnificata Number of business. 2016.3459E Martine Aviation.LLC Mansfield,TX United States Date Red: 2 Name of gaVetnmental entity or state agency that?s a party to the contract for which the farm is 08/03/2016 being died. City of Fort Worth bato Acknowledged: Provide the identification number used by thp governmrntnl entity or state agency to track or identify the contract,and provido a description of the services,goods,or other property to be provided under the eontracL Lease Site W3 New Ground Lease Agreement at F!'Crt Warih Spinks Airport 4 Nature,ofintorest Name of tnterested Party City,State,Country(place of business} (check appl(cablo} c7n—IrolrJ—ng"'I Intermediary EddinS,Angela Mansfield,TX United States X Eddns,Mark Mans geld.T X United States X 5 Check only if there is NO Interested Pally. r G AFFfOAVIT IJ I swear,or affirm,under ponaily of perjury,that the above disclosure is sue and correct M .•to..s��.a�ar• EE R,IiUGM STATE OF'F)wCAS CgtaniIqi NVV0=Mb0:4 7016 7§ignatum of authorized agentof contracting business entity, AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Westv C Maness this the 3rd day of August z0 1 B_ ,to certify which,witness my hand and seal of office. N f Ir Signature of officeradrnini t ring oath Printed name of officer ddminLsteiirig oath Title oroffieer ad iinisterin9 oath Forms provided by Texas Ethics Commission www.ethics,state.tx,us Verstan V1_t7.2f CITY SECRETARY AMENDMENT NO.1 TO CSC NO.48209 CONMCT NO. q- "v FORT WORTH SPINKS AIRPORT GROUND LEASE AGREEMENT - LEASE SITE W3 MARLINE AVIATION,LLC This AMENDMENT NO.I ("Agreement")is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule muuicipaI corporation organized under the laws of the State of Texas and MARLINE AVIATION, LLC ("Lessee"). a Texas Limited Liability Company, acting by and through Aaron Stalberaer, its duly authorized VP of Operations. A. WHEREAS,on or about September 27,2016,Lessor entered into City Secretary Contract (CSC) No. 48209, an Ground Lease Agreement with Marline Aviation, LLC ("Lessee") identified as Lease Site W3 ("Premises")at Fort Worth SpU-s Airport("Airport");and B. WHEREAS, initial annual payment of rent for the shared Apron is seven thousand, two hundred forty-eight dollars and eight-four cents (7,248.84), at a rate of fourtcen and a half cents (S0.145)per square foot,payable in equal monthly installments of six hundred twenty-four dollars and ninety cents($624.90);and C. WHEREAS, Lessor and Lessee now wish to correct the monthly installment to six hundred four dollars and seven cents(S604.07). NOW,THE, Lessor and lessee hereby agree as follows: 1. The second paragraph of Section 3.1 Ground Rate is hereby amended and substituted with the following: Lessee shall commence the payment of rent for the shared Apron on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Apron, seven thousand, two hundred forty-eight dollars and eighty-four cents (S7,248.84), at a rate of fourteen and a half cents($0.145)per square foot,payable in equal monthly installments of six hundred four dollars and seven cents($604.07). 2. All other terms and conditions of the Lease shall remain in full force and effect. The statements set forth in the recitals above are true and correct and form the basis upon which Lessor and Lessee have entered into this Agreement. The Lease is a public document on file in Lessor's City Secretary's Office and is incorporated herein by reference for all purposes. Fort Worth Spinks Airport Marline Aviation,LLC Amendment No.]to CSC No.48209 page 1 of3 wjo�rt HIV All other provisions and conditions of the Lease that are not expressly amended herein or directly in conflict with the provisions and conditions of this Amendment shall remain in full force and effect. IN WMSS WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of t - ,2016. CITY OF FORT WORTH- By: Fernando Costa Assistant City Manager Date: /! i STATE OF TEXAS § COLNTY 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. GWEN UNDER MY HAND AND SEAL OF OFFICE this ay 2016. 'ERIKiNYA L JOHNSOk f Notary public,State of Texas a. Comm.Expires 0417 2018 Notary It) 1238632-0 Notary 1'ubl' in and or the State of Texas APPROVED AS TO FORM ATTEST: EGALITY: fr of? By.. Paige Me ane W �E $74 �, 1Gcty Assistant City Attorney AS ono �tveo Fort Worth Spinks Airport Marline Aviation.LLC Amcadment No. I to CSC No.4S209 Page 2 of j OFFIC5AL RECORD CITY, SECRETARY :V?G3 5H,TX NO M&C REQUM-D MARLINE AVIATION,LLC ATTEST: AARON STALBERGER Aaron Stalberger, VP of Operations Date: STATE OF TEXAS § COUNTY OF Q,40-�- BEFOREE ME,the undersigned authority, a Notary Public in and for the State of Texas. on this day personally appeared Aaron Stalberger, known to me to be the person whose name is subscribed to the foregoing in�ent, and acknowledged to me that the same was the act of Marline Aviation,LLC and that s/he executed the same as the act of Marline Aviation.,LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2016. R.^4c Notary Public in and f IeState�offex�as +* o;�o REND R HUGHFS Nota¢y Public +��• �a*�r�p STATE OF TEAS MYCoatm EV.Novcmtc:2016 Fort Wojlh Spins Airport Marline Aviation,LLC Amendmcm No.1 to CSC No.48209 PW3of3