HomeMy WebLinkAboutContract 21240 CITY SECRETARY
CONMAC NO
UNIMPROVED GROUND LEASE AGREEMENT
BY AND BETWEEN
ALLIANCE AIR PARTNERS, LTD.
2250 Alliance Boulevard
Fort Worth, Texas 76177
AND
THE CITY OF FORT WORTH
FOR
59,500 Square Feet of Unimproved Real Property
FT. N
FORT WORTH ALLIANCE AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
CONTENTS PAGE
1. PROPERTY LEASED.........................................................................................................1
2. TERM OF LEASE...............................................................................................................1
3. RENT...................................................................................................................................2
4. DEPOSIT.............................................................................................................................2
5. CONSTRUCTION AND IMPROVEMENTS ....................................................................2
6. UTILITIES...........................................................................................................................4
7. MAINTENANCE AND REPAIRS.....................................................................................4
8. INSPECTION AND ACCEPTANCE OF PREMISES.......................................................5
9. PARKING AND USE OF PREMISES ...............................................................................6
10. CONCESSIONS PROHIBITED.........................................................................................7
11. SIGNS..................................................................................................................................7
12. RIGHTS AND RESERVATIONS OF LESSOR................................................................7
13. INSUR ANCE.......................................................................................................................8
14. INDEPENDENT CONTRACTOR......................................................................................9
15. INDEMNIFICATION..........................................................................................................9
16. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.......................................10
17. TERMINATION................................................................................................................10
18. NOTICES...........................................................................................................................11
19. ASSIGNMENT..................................................................................................................12
20. LIENS BY LESSEE ..........................................................................................................12
21. BANKRUPTCY................................................................................................................12
22. TAXES AND ASSESSMENTS........................................................................................13
23. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.........13
24. NON-DISCRIMINATION COVENANT.........................................................................13
25. LICENSES AND PERMITS ..................................:..........................................................14
26. GOVERNMENTAL POWERS.........................................................................................14
27. NO WAIVER.....................................................................................................................14
28. VENUE..............................................................................................................................14
29. ATTORNEYS' FEES........................................................................................................14
30. SEVERABILITY...............................................................................................................14
31. FORCE MAJEURE...........................................................................................................14
32. ENTIRETY OF AGREEMENT........................................................................................15
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STATE OF TEXAS §
COUNTY OF TARRANT §
This FORT WORTH ALLIANCE AIRPORT UNIMPROVED GROUND LEASE
("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Le M "), a
home rule municipal corporation situated in Tarrant and Denton Counties, Texas acting by and
through its duly authorized Assistant City Manager, and ALLIANCE AIR PARTNERS, LTD.
("Lessee"), a Texas limited partnership, acting by and through Timothy D. Ward, the duly
authorized president of its general partner,Alliance Air Services,Inc., a Texas corporation.
WITNESSETH:
That in consideration of the mutual covenants,promises and obligations contained herein,
the parties agree as follows:
1. PROPERTY LEASED.
Lessor demises and leases to Lessee the following real property (hereinafter referred to as
the"Premises") located at Fort Worth Alliance Airport(the"Airport")in Fort Worth, Tarrant and
Denton Counties, Texas:
59,500 square feet of unimproved real property outlined on Exhibit "A" attached
hereto and incorporated herein by reference for all purposes.
The Premises are further described in field notes as set forth in Exhibit "B" attached
hereto and incorporated herein by reference for all purposes.
2. TERM OF LEASE.
The primary term of this Lease shall be for a period of five (5) years commencing on the
15th day of August, 1995 and ending on the 14th day of August, 2000.
Lessee shall have the right to renew this Lease for one,(additional term of five years so
long as Lessee continues to perform and abide by the provisions of this Lease. Lessee shall
notify Lessor in writing of its intent to exercise its right to renew at least 180 days prior to the
expiration of the primary term of this Lease. Lessor shall have sole discretion to waive the
requirement of timely request of renewal of this Lease.
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Pagel
RENT.
•During the primary and renewal term of this Lease, Lessee hereby promises and agrees to
pay to Lessor an annual rental amount of$11,305.00 (based on charges of$0.19 per square foot
of the Premises),payable in monthly installments of$942.08.
If approved by the City Council of the City of Fort Worth and uniformly applied to all
lessees at the Airport, the above described annual rental amounts for this Lease during both the
primary and any renewal term will be adjusted annually (on the anniversary date of the primary
or renewal term, as applicable) based upon the percentage change in the Consumer Price Index
for the Dallas/Fort Worth Metropolitan Area as announced by the U.S. Department of Labor
during any preceding 12-month period.
In the event this Lease commences on a day other than the first day of any given month,
the first month's rental payment shall be prorated in accordance with the number of days
remaining in that month.
If Lessee holds over after the expiration of this Lease, this action will create a month-to-
month tenancy. This tenancy will be subject to all other terms and conditions of this Lease.
Monthly rental payments are due on or before the first day of each month. Payments
must be delivered during normal working hours to Alliance Air Services, Inc., 2250 Alliance
Boulevard,Fort Worth, Texas 76177-4300.
Rent shall be considered past due if Lessor has not received full payment after the 10th
day of the month for which payment is due. Lessor will assess a late penalty charge of 10% per
month on top of the entire month's rent for each month in which rent is past due.
4. DEPOSIT.
Upon execution of this Lease, Lessee will remit to Lessor a maintenance/damage deposit
equivalent to one month's rent. This deposit shall be in the form of a cash payment. Lessee will
not be entitled to any interest on this deposit. The amount of this deposit is subject to increase
(in an amount not to exceed one months'rental)upon renewal of this Lease.
5. CONSTRUCTION AND IMPROVEMENTS.
Lessee, at its sole expense, agrees to: (1) cause to be located on the Premises certain
modular improvements' that are either located on other real property leased by Lessee at the
Airport or that are substantially similar to those located on other real property leased by Lessee at
the Airport(the"Relocated Improvements"), and(2)construct ancillary improvements, including
but not limited to, utilities, parking areas, sidewalks and landscaping (the "Ancillary
Improvements"). Lessor acknowledges and agrees that the Relocated Improvements will satisfy
the "Minimum Standards" of the City of Fort Worth Aviation Department.
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 2
Except as otherwise provided in Section 17 of this Lease, title to the Relocated
Improvements and Ancillary Improvements shall belong to Lessee, and any additions or
alterations made thereto shall immediately become the property of Lessee.
Lessee, at its own expense, shall modify, renovate or improve the Premises if such action
is mandated by federal, state or local laws, ordinances, rules and regulations (including, to the
extent reasonably practicable, modifications, renovations, or improvements to comply with any
changes to the "Minimum Standards" of the City of Fort Worth.Aviation Department). In
addition, Lessee, at its own expense, may elect to perform any modification, renovation or
improvement on the Premises. However, Lessee may not initiate any kind of modification,
renovation or improvement unless the Director of Airport Systems has first reviewed and
approved in writing all plans and specifications (which review and approval will not be
unreasonably withheld or delayed). Lessee must submit all estimates for the costs of such work
in writing for review by the Director. In addition, Lessee covenants and agrees to notify and
obtain written approval from Lessor (which approval will not be unreasonably withheld or
delayed) prior to Lessee's undertaking of any activity which might disturb asbestos-containing
materials.
Lessee must also secure written approval for all plans and specifications by the Directors
of the Departments of Transportation and Public Works; Engineering and Development (which
approvals-will not be unreasonably withheld or delayed). All plans, specifications and work shall
conform to all federal, state and local laws, ordinances, rules and regulations, now in force or
hereafter prescribed and,to the extent reasonably practicable,to the "Minimum Standards" of the
City of Fort Worth Aviation Department. In addition, Lessee agrees that all modifications,
renovations or improvements shall comply with the Americans With Disabilities Act of 1990, as
amended.
Prior to the commencement of construction work for any modification, renovation or
improvement in excess of$25,000.00, Lessee or Lessee's contractor shall execute and deliver to
Lessor surety performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, to cover the costs of all construction work required for such
modifications, renovations or improvements. The bonds shall guarantee (1) the faithful
performance and completion of all construction work in accordance with the final plans and
specifications as approved by Lessor and (2) 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.
If Lessee serves as its own contractor, the bonds shall be payable to Lessor. If Lessee
obtains a contractor to perform part or all of the construction work, the bonds shall be payable to
both Lessor and Lessee as dual obligees.
In lieu of bonds, Lessee may furnish Lessor with a cash deposit, certificate of deposit, or
deposit of securities (as set forth in the Pledge Agreement attached hereto as Exhibit "C") in an
amount equal to the full amount of the construction contract. Lessor will maintain cash deposits
in a non-interest bearing account. Certificates of deposit shall be from a financial institution in
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 3
the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance
Corporation and acceptable to Lessor.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account
or reduction of its claim upon Lessee's certificate'of deposit or claim under the Pledge
Agreement: (1) where Lessee serves as its own contractor, verification that Lessed has
completed construction work; or, (2) where Lessee uses a contractor, receipt of the contractor's
invoice and verification that the contractor has completed construction work and released Lessee
to the extent of Lessee's payment for such work. In the event of construction or contractor
payment default, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit.
Lessor's rights to the securities under the Pledge Agreement shall be determined in accordance
with the Pledge Agreement.
6. UTILITIES.
Lessee agrees and covenants that it will pay for all utilities in use on the Premises, as well
as all deposits and other related costs, including those required for the installation of meters.
Lessee further covenants and agrees to pay all costs and expenses for any extension,
installation, maintenance or repair of any and all utilities that are required to serve the Premises,
including, but not limited to, water, sanitary sewer, electric, gas and telephone utilities. In
addition, Lessee agrees that all heating equipment and electrically-operated equipment which
may be used on the Premises shall fully comply with the City of Fort Worth Building, Electrical,
Mechanical, Plumbing and Fire Codes, as they exist or may hereafter be amended.
7. MAINTENANCE AND REPAIRS.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all
times. Lessee, at its own expense, shall provide and use covered metal receptacles, as approved
by Lessor, for the temporary storage of trash and garbage. Lessee, with Lessor's approval, shall
also arrange and pay for the sanitary transport and permanent disposal away from the Airport of
all its trash, garbage and refuse.
Lessee covenants and agrees that it will not make or suffer any waste of the Premises.
Lessee will, at its own expense, make all repairs necessary to prevent the deterioration in
condition or value of the Premises (ordinary wear and tear excepted), including, but not limited
to, the maintenance of and repairs to all doors, windows, roofs, fixtures, equipment, hangar
modifications and all surrounding pavement on the Premises. Lessee will not pile or store boxes,
cartons, barrels or other similar items in a.manner that is unsafe or unsightly.
Lessee agrees to maintain and repair all equipment on the Premises, including drainage
installations, and to repaint and reglaze all buildings and facilities as reasonably necessary
(ordinary wear and tear excepted). Lessee also agrees promptly to make any changes, at its own
expense, in plumbing, wiring or other similar installations on the Premises as they become
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 4
necessary, subject to prior written approval from Lessor and in accordance with all applicable
federal, state and local laws or regulations.
Lessee is responsible for all damages caused by the negligence or misconduct of Lessee,
its officers, employees, agents, contractors, subcontractors, and licensees (all hereinafter referred
to as "Lessee's Agents") and agrees to repair all such damages.
Lessee, at its own expense, agrees to keep and maintain the Premises in full compliance
at all times with the Americans with Disabilities Act of 1990, as amended.
Lessor shall have the right and privilege, through its officers, agents, servants or
employees,to inspect the Premises at any time. If Lessor, in its reasonable judgment, determines
that any maintenance or repairs of the Premises are not being performed in accordance with this
Lease, it shall notify Lessee in writing. Lessee agrees to undertake such maintenance or repair
work within 30 calendar days of receipt of notice.
If Lessee fails to undertake maintenance or repairs required by this Lease within this
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 payment
will be due on the date of Lessee's next monthly rental payment following completion of the
repairs.
8. INSPEC'T'ION AND ACCEP'T'ANCE OF PREMISES.
Lessor, through its officers, agents, servants or employees, reserves the right to enter the
Premises during normal business hours, except in the event of an emergency, in order to perform
any and all duties or obligations which Lessor is authorized or required to do under the terms of
this Lease or to perform its governmental duties under federal, state or local rules, regulations
and laws (including, but not limited to, inspections under applicable Health, Mechanical,
Building, Electrical, Plumbing and Fire codes or other health, safety and general welfare
regulations). Lessor shall provide Lessee with advance notice of inspection when reasonable
under the circumstances.
Lessee will allow the Fire Marshal of the City of Fort Worth or his agents to make
inspection of the Premises at any time, and Lessee will comply with all recommendations made
by the Fire Marshal or his agents 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 a proper condition accessible fire
extinguishers of a number and type approved by Fire Underwriters for the particular hazard
involved.
Lessee agrees to use all reasonable efforts to cooperate fully with Lessor with regard to
the location or relocation on, over, or across the Premises of existing and future utility easements
and rights-of-way for the installation, maintenance, inspection, repair or removal of facilities
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 5
owned or operated by electric, gas, water, sewer, communication or other utility companies.
Such cooperation shall not, however, require Lessee to take any action that would unreasonably
interfere with Lessee's use of the Premises or require Lessee to expend any funds.
Lessee agrees and covenants that it has inspected the Premises and is fully advised of its
own rights without reliance upon any representation made by Lessor concerning the condition of
the Premises. Lessee accepts the Premises in its present condition as satisfactory for all purposes
set forth in this Lease.
9. PARKING AND USE OF PREMISES.
Lessee shall have the use of all public Airport facilities and improvements which are now
or may hereafter be provided for Lessee's aviation or commercial activities, except as otherwise
specified in this Lease. For the purpose of this Lease, "public airport facilities" shall include,but
not be limited to, all necessary public aprons, public automobile parking areas, public roadways,
public sidewalks and public terminal facilities. Lessee shall pay all applicable fees and charges
for the use of such public facilities, now in force or hereafter levied. Lessee, its agents,
employees, servants, contractors, subcontractors, licensees and invitees shall have the right of
ingress to and egress from the Premises over and across public roadways serving the Airport.
However, nothing in this Lease shall be construed to grant Lessee a permanent right in any
public airport facility.
Lessee agrees that neither it, nor any of its officers, agents, employees, servants,
contractors, subcontractors, patrons, or licensees will park or allow any motor vehicles on the
Premises which are not related to Lessee's aviation or commercial activities. All aviation-related
or business-related motor vehicles brought onto the Premises in connection with Lessee's
business must be parked in areas,designated as motor vehicle parking areas.
During the term of this Lease or any renewal thereof, Lessee agrees to use the Premises
exclusively for aviation related office uses and for commercial aviation activities. With the
express written consent of the Airport Manager or his designee, Lessee may provide other
aviation services or conduct incidental activities on the Premises reasonably related to the
purpose of this Lease, including, but not limited to, the sale of confections, soft drinks, and
tobacco from coin operated vending machines.
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, or licensees to engage in any unlawful use of the Premises and Lessee
immediately shall remove from the Premises any person engaging in such unlawful activities.
07645.0010:0068167.01 August 3,1995
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10. 31ONS PROHIBITED.
Except as permitted in Section 9 hereof, it is specifically agreed and stipulated that the
following concessions are prohibited under this Lease, unless specifically approved by the
Director of Airport Systems:
A. Ground transportation for hire;
B. Vehicle rental, including taxi and limousine service;
C. Food sales;
D. Barber and valet services;
E. Alcoholic beverage sales;
F. Aviation-related sales of pilot supplies; and
G. Aviation fuel sales,provided that"pass-through" sales to Lessee's customers shall
not be considered"aviation fuel sales"for purposes of this Lease.
11. SIGNS.
Lessee agrees to install and maintain, at its own expense, a sign on the Premises which
indicates that the area is located within an aircraft movement zone. Lessor must approve in
writing the wording, size, appearance and location of this sign prior to its installation. No other
signs, posters or other similar items may be placed on either the exterior or interior of the hangar
or on any other portion of the Premises without the prior written consent of the Airport Manager
or his designee (which approval will not be unreasonably be withheld or delayed).
Lessee shall be responsible for the cost, creation, installation and maintenance of all signs
which are approved. Lessee shall maintain all such signs in a safe, neat, sightly and physically
good condition. Lessee agrees to remove any sign at Lessee's own expense immediately upon
receipt of instructions for the removal of same from the Airport Manager or his designee.
12. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
A. 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 navigational or navigational aids used at the Airport.
B. Lessor reserves the right to close temporarily the Airport or any of its facilities f6r
maintenance, improvements, safety or security of either the Airport or the public,
or for any other cause deemed necessary by Lessor. In this event, Lessor shall in
07645.0010:0068167.01 August 3,1995
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no way be liable for any damages asserted by Lessee, including, but not limited
to, damages from an alleged disruption of Lessee's business operations.
C. This Lease shall be subordinate to the provisions of any existing or future lease
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 and repair of Airport
infrastructure.
D. During any war or national emergency, Lessor shall have the right to lease any
part of the Airport or 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 and there shall be an equitable,
pro-rata adjustment of the annual rental paid by Lessee. Except for an equitable,
pro-rata adjustment in the annual rental paid by Lessee, 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.
E. 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.
13. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies
of insurance as specified herein and covering all public risks related to the leasing, use,
occupancy, or maintenance (hereinafter collectively referred to as the "Use") of the Premises.
Lessee shall obtain a Commercial General Liability insurance policy (and naming Lessor as an
additional named insured)with coverages at the following limits:
Bodily Injury and Property Damage: $1,000,000 per occurrence
These limits may be revised upward at Lessor's option(provided such upward revision is
uniformly applied to all ground lessees at the Airport), and Lessee will accordingly increase such
amounts within thirty (30) days following notice to Lessee of such requirements. The policy or
policies of insurance shall be endorsed to provide that no material changes in coverage, including
to not limited to, cancellation, termination, non-renewal or amendment, shall be made without
thirty (30)days' written notice to Lessor.
07645.0010:0068167.01 August 3,1995
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Lessee shall maintain its insurance with underwriters authorized to do business in the
State of Texas and which are satisfactory to Lessor. As a condition precedent to the effectiveness
of this Lease, Lessee shall furnish Lessor with a certificate of insurance signed by the
underwriter as proof that it has obtained the types and amounts of insurance coverage required
herein. In addition, at any time Lessee shall, on demand,provide Lessor with evidence that it has
maintained such coverage in full force and effect.
Lessee further agrees that neither it nor any other person shall be permitted to do
anything, bring anything, or keep anything on the Premises which in any way (1) conflicts with
the conditions of any insurance policy required by this Lease; (2) increases the rate of fire
insurance upon the Premises or on property kept on the Premises; or (3) obstructs or interferes
with the rights of other tenants at the Airport.
14. 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
Lessee's Agents. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee or Lessee's Agents. Lessee further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between Lessor and Lessee.
15. INDEMNIFICATION.
Lessee hereby assumes all liability and responsibility for property loss, property damage
and/or personal injury of any kind, including-death, to any and all persons, of any kind or
character, whether real or asserted, arising out of or in connection with Lessee's use of the
Airport under this Lease or with the Use of the Premises by Lessee or Lessee's Agents, whether
or not caused, in whole or in part, by alleged negligence of Lessor or Lessor's officers or
employees.
Lessee covenants and agrees to, and does hereby, indemnify, hold harmless and defend
Lessor and Lessor's officers and employees from and against 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, including death, to any and all persons, of any kind
or character, whether real or asserted, arising out of or in connection with Lessee's use of the
Airport under this Lease or with the Use of the Premises by Lessee or Lessee's Agents, whether
or not caused, in whole or in part, by the alleged negligence of Lessor or Lessor's officers or
employees.
Lessee assumes all responsibility and agrees to pay Lessor for any and all damage to
Lessor's'property which arises out of or in connection with any and all acts or omissions of
Lessee or Lessee's Agents.
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Lessee shall be responsible for the installation and maintenance of adequate security on
the Premises in accordance with Federal Aviation Administration Regulations and the Fort
Worth City Code to prevent any security violation by third parties. In the event of any such
security violation, Lessee agrees to indemnify and hold harmless Lessor from any and all
damages or fines which may result from such violation.
Lessor does not guarantee police protection to Lessee or Lessee's property. Lessor shall
not be responsible to Lessee for injury or death to any person on the Premises or for harm to any
property which belongs to Lessee, its officers, agents, servants, employees, contractors,
subcontractors, licensees, invitees, patrons or trespassers and which may be stolen, destroyed or
in any way damaged. Lessee hereby indemnifies and holds harmless Lessor and Lessor's officers
and employees from and against any claims for injury or death to any person on the Premises or
for harm to any property which belongs to Lessee or Lessee's Agents, whether or not caused, in
whole or in part, by the alleged negligence of Lessor or Lessor's officers or employees. Lessor is
obligated only to provide security adequate to maintain Lessor's certification under Federal
Aviation Administration Regulation Part 139, as amended.
16. WAIVER-OF CHARITABLE EMMUNITY OR EXEMPTION
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage or
personal damage, injury or death, Lessee hereby expressly waives its rights to plead defensively
any such immunity or exemption as against Lessor.
17. TERMMATION.
Any breach of or failure by Lessee to keep and/or perform faithfully any of the terms,
duties, obligations, conditions or provisions of this Lease shall be cause for Lessor to terminate
this Lease in accordance with the provisions set forth in this Section 17. In the event of any such
breach or failure, Lessor shall deliver written notice thereof to Lessee, which notice shall provide
a reasonable description of such breach or failure.
If the breach or failure is a failure to pay rent due under this Lease, Lessee shall have 10
calendar days following notice to pay the balance outstanding before termination takes effect. If
the breach or failure is due to something other than a failure to pay rent, Lessee shall have thirty
(30) calendar days following notice to cure, adjust or'correct the problem to the reasonable
satisfaction of Lessor before termination takes effect. If Lessee fails to cure the breach or failure
within the time periods prescribed, Lessor shall have the right to declare this Lease terminated
without further notice.
Lessee's abandonment or non-use of the Premises for any reason for more than 30
consecutive calendar days shall constitute a default by Lessee.
07645.0010:0068167.01 August 3,1995
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I
Lessee acknowledges that if Lessor terminates this Lease due to Lessee's default, Lessee
shall forfeit all funds on deposit with Lessor. Any failure of Lessor to terminate this Lease upon
Lessee's default or any acceptance of rental payments by Lessor for any period of time after such
default shall not constitute a waiver of Lessor's right to terminate this Lease for any subsequent
default of this Lease by Lessee.
If a fire or other casualty destroys all or any material part of the Premises, Lessee shall
have the right to terminate this Lease or to repair or rebuild, and written notice of such election
shall be provided to Lessor within 90 days after the date of destruction. If Lessee fails to make
such election within such 90-day period, Lessor may terminate this Lease in its entirety.
Upon termination of this Lease for any reason, all rights,powers and privileges granted to
Lessee hereunder shall cease, and Lessee shall have 90 days within which to vacate the Premises
and remove the Relocated Improvements and, if requested by Lessor, remove the Ancillary
Improvements. During such 90-day period, Lessee shall continue to make monthly rental
payments. If Lessee fails to so remove the Relocated Improvements and, if requested by Lessor,
the Ancillary Improvements within such 90-day period, Lessor shall have the right to (i)take title
to the Relocated Improvements and Ancillary Improvements (whereupon all Lessee's right, title,
and interest thereto shall automatically terminate), or (ii) remove the Relocated Improvements
and Ancillary Improvements and charge the full cost thereof to Lessee. The exercise of either of
the foregoing rights shall not, however, impair or constitute a waiver of any other remedies
Lessor may have against Lessee under this Lease.
In the event this Lease is terminated by Lessor due to Lessee's default, Lessee agrees that
it will assert no claim of any kind against Lessor or Lessor's agents, servants, employees or
representatives which may stem from Lessor's termination or from any act incident to Lessor's
assertion of its right to terminate.
18. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party or its employees or agents or
(2) deposited in the United States Mail, postage prepaid, return receipt requested addressed as
follows:
To LESSOR: City of Fort Worth,Texas
Department of Aviation
Attn: Director of Airport Systems
Meacham Airport Terminal Building
4201 North Main Street, Suite 228
Fort Worth, Texas 76106-2736
07645.0010:0068167.01 August 3,1995
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To LESSEE: Alliance Air Partners,Ltd.
c/o Alliance Air Services, Inc.
Attn: President
2250 Alliance Boulevard
Fort Worth,Texas 76177-4300
19. ASSIGNMENT
Except as hereinafter specifically permitted by this Section 19, Lessee shall not assign,
sell, convey, sublet or transfer any of its rights, privileges, duties or interests granted by this
Lease without the advance written consent of Lessor. Any attempted assignment without prior
written consent by Lessor shall be null and void.
Notwithstanding the foregoing, however, Lessee, without the consent of Lessor, may
assign all or any portion of its interest in this Lease, the Premises, the Relocated Improvements,
or the Ancillary Improvements to any Affiliate of Lessee. Lessee agrees to give Lessor at least
30 days prior written notice of any such assignment. For purposes of this Lease, an"Affiliate" of
Lessee is any person or entity that controls, is controlled by, or is under common control with
Lessee.
If Lessor consents to any assignment or Lessee assigns any interest to a permitted
Affiliate, all terms, covenants and agreements set forth in this Lease shall apply to the assignee
and said assignee shall be bound by the terms and conditions of this Lease the same as if said
assignee had originally executed this Lease.
20. 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
(a) liquidate and discharge the same within thirty (30) days of such creation or filing or (b) take
other appropriate legal action to dispute such lien and cause it to be removed within a reasonable
period of time. Lessee's financial obligation to Lessor to liquidate and discharge all such liens
shall continue in effect following any termination of this Lease and until such a time as the lien is
discharged.
21. BANKRUPTCY.
In the event any proceedings in bankruptcy or insolvency shall be instituted against
Lessee, whether voluntary or involuntary, Lessor may, at its option, declare this Lease forfeited
and terminated.
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 12
22. 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 (1) Lessee's occupancy of the Premises; (2)Lessee's use
of the Premises; or (3) any improvements or property placed on the Premises by Lessee as a
result of its occupancy.
23. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor of Fort Worth and Lessor of Fort Worth Police, Fire and Health
Departments; all rules and regulations established by the Director of Airport Systems; and all
rules and regulations adopted by the Fort Worth City Council pertaining to the conduct required
at airports owned and operated by Lessor, as such laws, ordinances, rules and regulations exist or
may hereafter be amended or adopted (including, to the extent reasonably practicable,
compliance with the Minimum Standards of the City of Fort Worth Aviation Department). If
Lessor notifies Lessee or any of Lessee's officers, agents, or employees of such laws, ordinances,
rules or regulations, Lessee shall immediately desist from and correct the violation.
24. 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, handicap, sex, sexual orientation or familial status. 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,
handicap, sex, sexual orientation or familial status.
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 nondiscrimination covenant by
Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 13
255. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its business on the Premises.
26. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
27. 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.
2-8. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Lease or by Lessee's operations on the Premises, venue for such action shall lie in Tarrant
County,Texas.
22. ATTORNEYS' FEES.
In any action brought-by either party for the enforcement of the obligations of the other,
the prevailing party shall be entitled to recover all reasonable costs and expenses in connection
with such action, including but not limited to,reasonable attorneys' fees.
30. 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.
3. FORCE MA,IEUi2F.
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 by
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 14
any governmental authority, transportation problems and/or any other cause beyond the
reasonable control of the parties.
32. ENTIRETY OF AGREEMENT.
This written instrument, including Exhibits and any documents incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors interest. Any prior or contemporaneous oral or written agreement for
hereby declared null and void.
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiple original,
counterparts to become effective, for the stated term, upon the filing with and assignment of a
contract number by the City Secretary's Office of the City of Fort Worth, Tekas.
THE CITY 0 FORT WORTH,TEXAS
BY
By:
Title: Assistant City M ager
Date: ( //&A)
APPROVED AS TO FORM AND
Ccmtraot Author z�ioz LEGALITY
Date By:
Title: Assistant City Atto6(ey
Date:
ALLIANCE AIR PARTNERS,LTD.
By: Alliance Air Services, Inc.
By: 20�4�2C�Q,
. Timothy D Ward
Title: Presioent
Date:
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 15
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 Timothy D. Ward, 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
Alliance Air Partners,Ltd., and that he executed the same as the act of said Alliance Air Partners,
Ltd.,for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this_day of-, 1995.
Notary Public in and for the State of Texas
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 Ramon Guajardo, 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, Texas and that he executed the same as the act of said City of Fort Worth,
Texas for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this-kdday of 31995
ROSLYN H. GREENARD
GREENARD
Notary Public state of Texas Notary Phi lic in and for the State of Texas
My Commission Expires
JUNE 1 1999
................
07645.0010:0068167.01 August 3,1995
Unimproved Ground Lease FINAL Page 16
EXHIBIT "A"
LEGAL DESCRIPTION
175 FOOT x 340 FOOT LEASE SITE
Being a tract of land situated in LOT 1 BLOCK 1,Alliance Airport, an addition to the
City of Fort Worth, as recorded in Cabinet A, Slide No. 622, of the Flat records of Tarrant
County,Texas,said tract being more particularly described by metes and bounds as follows:
COMMENCING at the northeast terminus point of Jet Stream way as shown on said plat,said
point being in an easterly exterior line of said Lot 1, Block 1;
THENCE S09 053113 0E, 1824.56 feet along the easterly line of said Jet Stream Way and
along said exterior line;
THENCE S80 006'47°W, 58.00 feet to the POINT OF BEGINNING, being a point in the west
line of said Jet Stream Way, and said point being 275.24 feet from the south line of Flight
Line Road and being northerly of and at a right angle to said Road;
THENCE S80006147"W, 340.00 feet;
THENCE N09°53113°W, 175.00 feet;
THENCE N80 0061'47 0E, 340.00 feet to the west line of said Jet Stream Way;
THENCE 509°53113"E, 175.00 feet along said line to the POINT OF BEGINNING, and
containing 59,500 square feet of land, or 1.366 acres of land, more or less.
LEASER
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DATE 7/20/95 SHT. NQ
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City rt Worth, Texas
Mayor and Council Communication
DATE I REFERENCE NUMBER I LOG NAME PAGE
08/08/95 C-14958 ®2A�R 1 of 1
SUBJECT GROUND LEASE AGREEMENT WITH ALLIANCE AIR PARTNERS,'`LTD. AT FORT
WORTH ALLIANCE AIRPORT
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a ground lease
agreement with Alliance Air Partners, Ltd. for an unimproved area at Fort Worth Alliance Airport.
DISCUSSION:
Alliance Air Partners desire to lease 59,500 square feet of unimproved land at Alliance Airport.
The term of the lease will be for a five year period beginning August 15, 1995 with the right to
renew the lease for one additional term of five years. The rental rate will be $0.19 per square
foot per year to conform to the rental rate for other property at Alliance Airport that is leased to
Alliance Air Partners, Ltd.
FISCAL INFORMATION/CERTIFICATION:
Under the Alliance Airport Management Agreement, Alliance Air Services Inc. management will
be responsible for collecting the rental fees and depositing the revenue into the Alliance Airport
revenue account.
BT:c
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Ramon Guajardo 6140 AAPR4VED
CITY NNCDL
Originating Department Head:
19
(from) AUG 8
Ramon Guajardo 6140 GG&�4�&d �
For Additional Information City City y Tort tmry of sg�
Contact:
Raison Gua'ardo 6140