HomeMy WebLinkAboutContract 30199 CITY SECRETARY .
CONTRACT NO .
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") is made and
entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal
corporation situated partly in Tarrant, Denton, and Wise Counties, Texas acting by and through
Marc Ott, its duly authorized Assistant City Manager, and PHAERO, L.L.C., ("Lessee"), a
Texas Corporation, acting by and through Gary W. Havener, its duly authorized Managing
Partner.
WITNESSETH:
That in consideration of the mutual covenants, promises and obligations contained herein,
the parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee approximately Sixteen Hundred (1,600) square feet of
unimproved ground space at Fort Worth Meacham International Airport ("Airport") in Fort
Worth, Tarrant County, Texas, ("Premises"), as shown in Exhibit "A", attached hereto and
hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The Initial Term of this Lease shall commence on the date of execution
("Effective Date") and expire at 11:59 P.M. on December 31, 2034, unless terminated
earlier as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive rights
of first refusal to renew this Lease for two (2) additional successive terms of five (5)
years each (each a "Renewal Term") at a rental rate for such building space at the
Airport which, on the effective date of a Renewal Term, complies with the Schedule of
Rates and Charges published by the City as to improved ground space at the Airport, and
on terms and conditions that may be prescribed by Lessor at the time, if Lessor offers the
Premises for lease; provided, however, that if Lessee does not renew this Lease in writing
for a first Renewal Term, Lessee will forgo its right of first refusal to lease the Premises
for a second Renewal Term. In order to exercise its rights of fir,
to r-efle W 40-11
Lease, Lessee shall notify the City in writing of its desire to renew this tea seln-6 less.tha
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ninety (90) days and no more than one hundred eighty (180) days prior to the expiration
of the term then in effect.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month-to-month tenancy. In this event, for and during the
holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates
provided by Lessor's Schedule of Rates and Charges or similarly published schedule in
effect at the time.
3. RENT.
3.1. Annual Rent for Premises.
Lessee shall commence the payment of rent on the date that the Fuel Storage Tank
Farm is completed under this Lease. ("Occupancy Date"). From the Occupancy Date
until December 31, 2034, Lessee shall pay Lessor annual rent in the amount of Four
Thousand Thirty Two Dollars ($4,032.00), based on a rental rate of$.21 per square foot,
which will be payable in twelve monthly installments of Three Hundred and Thirty Six
Dollars ($336.00). Thereafter, annual rent for the Premises shall be adjusted in
accordance with Sections 3.2 and 3.3 of this Lease. In the event that the Effective Date of
this Lease is a day other than the first (Is) day of a respective month, the first month's
rental payment shall be prorated in accordance with the number of days remaining in that
month. Prior to the commencement of this Lease, Lessee shall pay one (1) full month's
rent in advance.
3.2 Rent Adiustments.
On October 1, 2005, and on October 1 st of each year thereafter during both the
Initial Term and any Renewal Term, Lessee's rental rate shall be subject to increase by
Lessor to reflect the upward percentage change, if any, in the Consumer Price Index
("CPI") for the Dallas/Fort Worth Metropolitan Area, as announced by the United States
Department of Labor or successor agency during the preceding twelve-month period
("CPI Change"). If there is no CPI Change or the CPI Change is downward, the rental
rate for the Premises shall remain constant until the following October 1st. In no event
shall the rental rate for the Premises ever be adjusted downward or ever exceed the
Schedule of Rates and Charges for the type or types of property at the Airport similar to
the type or types of property that comprise the Premises.
3.3. Five-Year Adjustments.
In addition to the Annual Rent Adjustments, on October 1, 2015, and every fifth (5) year
thereafter for the remainder of the Initial Term (i.e. on October 1 st of 2020, 2025 and 2030),
rent shall automatically be adjusted to equal the then-current rates prescribed by the
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Schedule of Rates and Charges for the type or types of property at the Airport similar to the
type or types of property that comprise the Premises.
3.4. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal working hours by the due date at the location
for Lessor's Revenue Office set forth in Section 14. Rent shall be considered past due if
Lessor has not received full payment after the tenth (10th) day of the month for which
payment is due. Without limiting Lessor's termination rights as provided by this Lease,
Lessor will assess a late penalty charge of ten percent (10%) per month on the entire
balance of any overdue rent that Lessee may accrue.
4. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use
of all utilities service to all portions of the Premises and for all other related utilities expenses,
including, but not limited to, deposits and expenses required for the installation of meters. Lessee
further covenants and agrees to pay all costs and expenses for any extension, installation,
maintenance or repair of any and all utilities serving the Premises, including, but not limited to,
water, sanitary sewer, electric, gas and telephone utilities. In addition, Lessee agrees that all
utilities, air conditioning and heating equipment and other electrically-operated equipment which
may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing,
Building and Fire Codes ("Codes"), as they exist or may hereafter be amended.
5. MAINTENANCE AND REPAIRS.
5.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer any
waste of the Premises. Lessee will, at Lessee's sole cost and expense, make all repairs
necessary to prevent the deterioration in condition or value of the Premises, including,
but not limited to, the maintenance of and repairs to all structures, including, but not
limited to, doors, windows and roofs, and all fixtures, equipment, modifications and
pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee,
its agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and
expense.
Lessee agrees that, except as otherwise expressly provided herein, all
improvements, trade fixtures, furnishings, equipment and other personal property of
every kind or description which may at any time be on the Premises shall be at Lessee'
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 o}eratians,
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which may be caused by the bursting, overflowing or leaking of Lessee's sewer or steam
pipes, from water from any source whatsoever, or from any heating fixtures, plumbing
fixtures, electric wires, noise, gas or odors, or from causes of any other matter.
5.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in
full compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the
Airport shall comply with all ADA requirements.
5.3. Inspection.
5.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct any such inspection during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least twenty-four
(24) hours notice prior to inspection.
5.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee
will reimburse Lessor for the cost of the maintenance or repairs, and such
reimbursement will be due on the date of Lessee's next monthly rent payment
following completion of the maintenance or repairs.
5.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
5.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents
to inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises
into compliance with the City of Fort Worth Fire Code and Building Code
provisions regarding fire safety, as such provisions exist or may hereafter be
amended. Lessee shall maintain in proper condition accessible fire extinguishers
of a number and type approved by the Fire Marshal or his or her authorized agents
for the particular hazard involved.
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5.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable
federal, state and local environmental regulations or standards. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon any
representation made by Lessor concerning the environmental condition of the premises.
LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE
FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL
REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR INVITEES.
6. CONSTRUCTION AND IMPROVEMENTS.
6.1. Mandatory Improvements.
Lessee covenants and agrees that it shall improve the Premises in accordance with
the time frames, milestones, specifications and other conditions of Exhibit "B", attached
hereto and made a part of this Agreement for all purposes. Such improvements shall
hereinafter be referred to as "Mandatory Improvements". Lessee shall diligently
commence construction of such Mandatory Improvements within six (6) months
following receipt of approval to commence construction from the governing agencies
referred to in 6.3. Lessee shall fully comply with all provisions of Section 6 of this Lease
in the performance of any such Mandatory Improvements. In the event that Lessor and
Lessee agree to deviate from the terms, provisions, specifications or conditions of Exhibit
"B" in any way, a revised Exhibit "B" signed and dated by both Lessor and Lessee shall
be attached to and made a part of this Agreement and shall supersede the previous
Exhibit "B". Upon expiration of the lease term and any extensions, or earlier termination
of this Lease, Lessor shall take full title to any Mandatory Improvements on the Premises.
6.2 Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations or
improvements on the Premises in addition to those required by Section 6.1. However,
Lessee may not initiate any kind of modification, renovation or improvement on or to the
Premises after construction of the Mandatory Improvements is completed unless it first
submits all plans, specifications and estimates for the costs of the proposed work in
writing and also requests and receives in writing approval from the Director of Airport
Systems or his or her authorized designee. Lessee covenants and agrees that it shall fully
comply with all provisions of Section 6 of this Lease in the performance of any such
discretionary modifications, renovations or improvements.
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6.3. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform with the Airport's
architectural standards and must also receive written approval from the City's
Departments of Development, Engineering and Transportation and Public Works. All
plans, and specifications for the mandatory improvements shall be submitted to all
governmental agencies within three (3) months of the execution of this Lease and all
work shall conform to all federal, state and local laws, ordinances, rules and regulations
in force at the time that the plans are presented for review.
6.4. Documents.
Lessee shall supply the Director of Airport Systems or his or her authorized
designee with comprehensive sets of documentation relative to any modification,
renovation, construction or improvement, including, at a minimum, as-built drawings of
each project within sixty (60) days after completion of construction. As-built drawings
shall be new drawings or redline changes to drawings previously provided to the Director
of Airport Systems or his or her authorized designee. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
6.5. Bonds Required of Lessee.
Prior to the commencement of any mandatory or discretionary modification,
renovation, improvement or new construction, Lessee shall deliver to Lessor a bond,
executed by a corporate surety in accordance with Texas Government Code, Chapter
2253, as amended, in the full amount of each construction contract or project. The bonds
shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and
conditions of this Lease, excluding rental payments, including, but not limited to, the
satisfactory completion of the respective modifications, renovations, construction projects
or improvements, and (ii) full payments to all persons, firms, corporations or other
entities with whom Lessee has a direct relationship for the performance of such
modifications, renovations, construction projects or improvements.
In lieu of the required bond, and excluding rental payments, Lessee may provide
Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal
to 125% of the full amount of each construction contract or project. If Lessee makes a
cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of
deposit shall be from a financial institution in the Dallas-Fort Worth Metropolitan Area
which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor.
The interest earned on the certificate of deposit shall be the property of Lessee and Lessor
shall have no rights in such interest. If Lessee fails to complete the respective
modifications, renovations, construction projects or improvements, or if claims are filed
by third parties on grounds relating to such modifications, renovations, construction
projects or improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit.
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6.6. Bonds Required of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, to cover the costs of all work performed under such
contractor's contract for such modifications, renovations, improvements or new
construction. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such modifications, renovations, improvements or new construction.
The bonds shall guarantee (i) the faithful performance and completion of all construction
work in accordance with the final plans and specifications as approved by the City and
(ii) full payment for all wages for labor and services and of all bills for materials, supplies
and equipment used in the performance of the construction contract. Such bonds shall
name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor,
Section 6.5 shall apply.
6.7. 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 liens.
7. USE OF PREMISES.
Lessee hereby agrees that it will use the Premises for the sole purpose of aircraft fuel
storage and that it will not store such fuel or receive deliveries of such fuel at any location at the
Airport other than the Premises and any other sites at the Airport that Lessee may lease
exclusively. Lessee is hereby prohibited from the provision,without limitation, of the following
concessions: ground transportation for rent or hire, including taxi and limousine services; food
sales; barber and valet services; alcoholic beverage sales; sales of pilot supplies; newsstands; and
gift and other retail shops. However, Lessee may install and operate vending machines on the
Premises for use by Lessee and its employees.
S. SIGNS .
Lessee may, at its sole expense and with the prior written approval of the Director of
Airport Systems or his or her authorized designee, install and maintain signs on the Premises
related to Lessee's business operations. Such signs, however, must be in keeping with the size,
color, location and manner of display of other signs at the Airport. Lessee shall maintain all
signs in a safe, neat, sightly and physically good condition.
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9. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
9.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to, the
right to prevent Lessee from erecting or permitting to be erected any building or other
structure which, in the opinion of Lessor, would limit the usefulness of the Airport,
constitute a hazard to aircraft or diminish the capability of existing or future avigational
or navigational aids used at the Airport.
9.2. Lessor reserves the right to temporarily close the Airport or any of its facilities for
maintenance, improvements, safety or security of either the Airport or the public, or for
any other cause deemed necessary by Lessor. Except in the event of an emergency,
Lessor will provide Lessee written notice of any planned closing of the Airport at least
forty-eight (48) hours in advance thereof. In any event of closing, whether planned or for
an emergency, Lessor shall in no way be liable for any damages asserted by Lessee,
including, but not limited to, damages from an alleged disruption of Lessee's business
operations.
9.3. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government which relates to the
operation or maintenance of the Airport and is required as a condition for the expenditure
of federal funds for the development, maintenance or repair of Airport infrastructure.
9.4. During any war or national emergency, Lessor shall have the right to lease any
part of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions of the
lease to the Government shall be suspended. Lessor shall not be liable for any loss or
damages alleged by Lessee as a result of this action. However, nothing in this Lease shall
prevent Lessee from pursuing any rights it may have for reimbursement from the United
States Government.
9.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to
the Sponsor's Assurances given by Lessor to the United States Government through the
Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges
hereunder shall be subordinate to the Sponsor's Assurances.
9.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water,
sewer, communication or other utility companies. Lessee's rights shall additionally be
subject to all rights granted by any ordinance or statute which allows utility companies to
use publicly-owned property for the provision of utility services. j
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10. INSURANCE.
10.1. Types of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in Section 10 of this Lease, naming the City of Fort
Worth as an additional insured and covering all risks related to the leasing, use,
occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the
following insurance coverage at the limits specified herein:
• Property:
Fire and Extended Coverage on all improvements at full replacement cost limit;
• Commercial General Liability:
$1,000,000 per occurrence,
including products and completed operations;
• Automobile Liability:
$1,000,000 per accident,
including, but not limited to, coverage on any automobile used in Lessee's operations
on the Premises;
In addition, Lessee shall be responsible for all insurance to construction,
improvements, modifications or renovations to the Premises and for personal property of
its own or in its care, custody or control.
10.2. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverages, are subject to change at Lessor's option when necessary to
cover Lessee's operations at the Airport. Lessee will accordingly comply with such new
requirements within thirty (30) days following notice to Lessee. Such notice to Lessee
shall provide reasonable evidence of the necessity for such new insurance requirements.
10.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30) days
prior to the expiration of any insurance policy required hereunder, it shall provide Lessor
with a new or renewal certificate of insurance. In addition, Lessee shall, at
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request, provide Lessor with evidence that it has maintained such coverage in full force
and effect.
10.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas. The policy or policies of insurance shall be endorsed to cover all of
Lessee's operations at the Airport and to provide that no material changes in coverage,
including, but not limited to, cancellation, termination, non-renewal or amendment, shall
be made without thirty (30) days' prior written notice to Lessor.
11. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of Lessor. Lessee shall have the exclusive right to control the details of its operations
and activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Lessee
acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees
that nothing herein shall be construed as the creation of a partnership or joint enterprise between
Lessor and Lessee.
12. INDEMNIFICATION.
LEASE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS, DEMANDS,
LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND OR PERSONAL
INJURY OF ANY KIND OR CHARACTER, INCLUDING DEATH, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF OR
OPERATIONS ON THE PREMISES UNDER THIS LEASE, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND OR
EMPLOYEES, FROMAND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR
DAMAGES OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO,
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND OR PERSONAL
INJURY, INCLUDING DEATH, WHETHER REAL OR ASSERTED, ARISING OUT OF
OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES. �- --- --
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LESSEE ASSUMESALL RESPONSIBILITYAND AGREES TO PAYLESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES
OR ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION
WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS SERVANTS, AGENTS OR
EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITYADEQUATE TO
MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE
SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING
TO AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LESSEE'S
OPERATIONS THEREON AND SHALL COOPERATE WITH LESSOR IN THE
IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPORT.. LESSEE SHALL PAYALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA
REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM
THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT
FROM THE PREMISES.
13. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
13.1. Failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within thirty (30)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor
shall have the right to terminate this Lease immediately.
13.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following such written notice to cure,
commence to cure, adjust or correct the problem to the standard existing prior to the
breach, and shall continue said efforts in a conscientious manner until said default is
cured. If Lessee fails to cure, or undertake to cure, the breach or default within such time
period, Lessor shall have the right to terminate this Lease immediately---
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13.3. Failure to Construct Mandatory Improvements.
If Lessee has not diligently submitted plans for approval and/or commenced
construction of the Mandatory Improvements to the Premises as set forth in Section 6.1
within the time specified therein, Lessor shall have the right to terminate this Lease
immediately.
13.4. 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 breach or default as provided in Sections 13.1, 13.2 or 13.3 of this Lease, then
subject to offsets for rents received by Lessor from Sublessees subsequent to the breach,
Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of
the term then in effect as well as all arrearages of rentals, fees and charges payable
hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be
construed as an election by Lessor to forfeit any of its rights under this Lease.
13.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, and any exercised option periods,
title to all improvements on the Premises and all fixtures and other items attached to any
structure on the Premises shall pass to Lessor. In addition, all rights, powers and
privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration, Lessee
shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials
and supplies placed on the Premises by Lessee pursuant to this Lease. After such time,
Lessor shall have the right to take full possession of the Premises, by force if necessary,
and to remove any and all parties and property remaining on any part of the Premises.
Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants,
employees or representatives, which may stem from Lessor's termination of this Lease or
any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any
rights granted hereunder.
14. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or (2) deposited in the United States Mail, postage prepaid, addressed
as follows:
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To LESSOR:
For Rent: For All Other Matters:
CITY OF FORT WORTH DEPTARTMENT OF AVIATION
REVENUE OFFICE MEACHAM INT'L AIRPORT
1000 THROCKMORTON STREET 4201 N Main Street, Ste. 200
FORT WORTH TX 76106-6312 Fort Worth TX 76106-2736
To LESSEE:
Phaero LLC
4701 N Main Street
Fort Worth TX 76106
15. ASSIGNMENT AND SUBLETTING.
15.1. In General.
Lessee shall have the right to sublease all or portions of the Premises as provided
by and in accordance with Section 7 of this Lease. Otherwise, Lessee shall not assign,
sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
15.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the same
as if it had originally executed this Lease. The failure or refusal of Lessor to approve a
requested assignment or sublease shall not relieve Lessee of its obligations hereunder,
including payment of rentals, fees and charges.
16. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the property
of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall
liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's
failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor
may terminate this Lease upon thirty (30) days' written notice. However, Lessee's-firrancial
13
obligation to Lessor to liquidate and discharge such lien shall continue in effect following
termination of this Lease and until such a time as the lien is discharged.
17. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
18. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and
Lessee immediately shall remove from the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of
this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director of Airport Systems;
and all rules and regulations adopted by the City Council pertaining to the conduct required at
airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or
may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation.
19. NON-DISCRIMINATION COVENANT.
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 non-discrimination covenant by
Lessee, its personal representatives, successors in interest or assigns, Lessee Ag-rees-to indemnify.
Lessor and hold Lessor harmless.
14
20. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at the Airport.
21. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
22. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to
insist upon appropriate performance or to assert any such right on any future occasion.
23. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance
with the laws of the State of Texas.
24. ATTORNEYS' FEES.
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 the prevailing party shall be entitled to recover
reasonable attorneys' fees and other reasonable expenses from the other party.
25. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
26. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts
of omission, fires, strikes, lockouts, national disasters, wars, riots, material r labor restrictions,
15
transportation problems and/or any other cause beyond the reasonable control of Lessor or
Lessee.
27. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
28. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein
by reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of Lessor.
[Signature Pages Follow]
16
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples, this
_L�L'tlay of _� , 200C .
CI FO W PHAERO,L.L.C.
B By:
y
Marc Ott Gary W. Havener
Assistant City Manager Managing Partner
Date: Date:
AT T ATTEST:
By: ' By:
City Secretary
Date: —2. / Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Assistant Ci y Attorney
M&C: L - AOD v.f
Date: 105- 6y- A4)0q
17
CIT OF FORT WORTH
By:
Marc Ott
Assistant City Manager , a�
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Marc Ott, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
City of Fort Worth, and that he executed the same as the act of City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
'T.lt
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,
2004.
HE"E LANE Notary Public in and for the State of Texas
MY COMMISSION EXPIRES.
s July 26,2007
PHAERO, L.L.C.
By:
Gary W. Haven r
Managing Partner
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Gary W. Havener 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
Phaeor, L.L.C., and that he executed the same as the act of Phaero 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 ,
2004.
o — 46i� -
PATRICIA L.VAN HORNS Notary Public in and for the State of Texas
Notary Public STATE OF TEXAS
My Comr,, Expires 06-13-2006
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Exhibit "B" - Page 2 of 2 -- -- --
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/4/2004
DATE: Tuesday, May 04, 2004
LOG NAME: 55PHAZARFBO REFERENCE NO.: **C-20056
SUBJECT:
Authorize Execution of an Unimproved Ground Lease Agreement with Mandatory Improvements,
Public Fueling Agreement and Fixed Base Operator (FBO) Permit with APIAQ Limited Partnership
d/b/a PhazarAerocorp, Inc. at Fort Worth Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Execute an Unimproved Ground Lease Agreement with mandatory improvements with APIAQ Limited
Partnership d/b/a Phazar Aerocorp, Inc. for 1600 square feet of property adjacent to the aircraft fuel farm at
Meacham International Airport to establish a fuel tank farm; and
2. Execute a Public Fueling Agreement and Fixed Base Operator Permit with APIAQ Limited Partnership
d/b/a Phazar Aerocorp, Inc. authorizing them to operate as a FBO at Fort Worth Meacham International
Airport.
DISCUSSION:
APIAQ Limited Partnership d/b/a Phazar Aerocorp, Inc. through its President, Mr. Brian Perryman, has
proposed to lease 1,600 square feet of unimproved ground adjacent to the west side of the aircraft fuel farm
at Meacham International Airport for the purpose of developing an above-ground fuel storage facility. The
actual square footage of the lease site will be determined by a subsequent ground survey. The proposed
facility will be capable of storing 36,000 gallons of aircraft fuel and will be used for aircraft fueling and de-
fueling.
Upon completion of the fuel storage facility, APIAQ Limited Partnership d/b/a Phazar Aerocorp, Inc.
proposes to begin providing FBO services at their existing facility. On December 9, 2003 City Council
(M&C No. 26292) approved Phazar's request to enlarge their existing facility by 39,875 square feet. The
proposed additions are under review by the Federal Aviation Administration. If approved, the facility's
expansion will provide for additional operating space to enhance their FBO operations. In the interim,
Phazar has proposed to begin providing FBO services from their existing facility.
The lease will provide for a (30) thirty-year term with two consecutive (5) five-year options to renew. The
initial term of the lease will commence upon the date of execution. Rental rates shall be subject to an
increase on October 1 st of any given year to reflect the upward percentage change, if any, in the Consumer
Price Index for the period since the last adjustment. All agreements and terms will be in accordance with
City and Aviation policies.
The initial square footage rate of the ground lease will be $0.21 per square foot, which is $336 annually,
and $28 on a monthly basis. Based on an assumed start date of June 1, 2004, the additional revenue that
will be generated under this lease for the remainder of the fiscal year is $112.
Logname: 55PHA7ARFRO n..__ 1 _ell
The site plan is in accordance with the Fort Worth Meacham International Airport Master Plan and is subject
to Federal Aviation Administration airspace review.
The property is located in Council District 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Revenue Divison of the Finance Department will be responsible for
the collection and deposit of funds due to the City under this Agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 491472 0551101 $112.00
Submitted for City Manager's Office bv: Marc Ott (8476)
Originating Department Head: Mike Feeley (5403)
Additional Information Contact: Mike Feeley (5403)
CZDLTA7ADrDn r n rn