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HomeMy WebLinkAboutContract 30655 CITY SFORE'TARY V CONT AC i' N®. �U,Q -FORT WORTH SPINIKS AIRPORT UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS This UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation situated partly in Tarrant County, Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager, and FWS Realty, Ltd. ("Lessee"), a limited liability partnership,acting by and through its General Partner,Harrison Realty Investments,LLC. 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 the unimproved ground space at Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Premises ("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 its execution ("Effective Date") and expire at 11:59 P.M. on September 30, 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 the rental rate for such raw land 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 unimproved ground space at the Airport, and on terms and conditions that may be prescribed by Lessor at the time 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 first refusal to renew this Lease, Lessee shall notify the City in writing of its desire to renew this Lease no less than one hundred twenty(120)days and no more than one hundred UNIMPROVED GROUND LEASE AGREEME�Nl WITH MANDATORY IlVIPRO �,;j�I gr,,pE��py 9 U�o UU llS' IUW�U�t�Uo r eighty (180) days prior to the expiration of the term then in effect. Lessor shall provide notice to Lessee one hundred fifty (150) days prior to *the expiration of the term then in effect. In the event that the one hundred eight (180) day deadline passes without Lessee exercising its Right of First Refusal to the Renewal Term,then Lessor shall notify Lessee in writing via certified mail, return receipt requested, of the passing of the one hundred eighty (180) deadline within ten (10) days of the passing of the one hundred eighty (180) day deadline, and Lessee shall have an opportunity to exercise such Right of First Refusal within thirty(3 0)days of the expiration of the one hundred eighty(180) day deadline. 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 will begin paying rent described in this paragraph upon the issuance of the final applicable Certificates of Occupancy for the Terminal Building, more fully described in Exhibit 'W' attached hereto and incorporated herein. Rent from the date that it first becomes due until the following September 30 will be calculated by multiplying the square footage of the leased premises by the unimproved ground rental rate then in effect at the Airport. The actual square footage of the lease site will be contingent on a ground survey, which Lessee shall cause to be undertaken at Lessee's sole cost and expense. In the event that the Effective Date of this Lease is a day other than the first (1st) 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 Adjustments. Rent shall be subject to increase effective October 1" of any year to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment with the understanding that rent shall not exceed the then current published rates for the unimproved land at the Airport. Rent shall also be adjusted in the 10 th, 15', 20th and 25th years to reflect the then current applicable unimproved ground rental rate. Rent during the renewal term shall be calculated by multiplying the square footage of the leased premises by the unimproved ground (and not hangar) rental rate then in effect and will be subject to the then current Lessor policies. Lessor will take title to all improvements and Lessee shall take possession of all improvements, i.e., the Terminal Building on the leased UNEWPROVED GROUND LEASE AGREEMENT WITH MANDATORY BIPROVEMENTS Page 2 premises upon issuance of the Certificate Of occupancy for the Terminal Building. All lease terms will be in accordance with Lessor's policies. If the airport management is being handled by an entity other than the Lessor, then Lessee shall have the right to request that en ark othano pay the lesser of the unimproved ground al rate calculated by the market survey rate or the applicable unimproved ground rental rate. 3.3. 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 MI 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. U—T-1-L.ITIES- Lessor shall,with the cooperation and support of Lessee and with funds supplied beiLes as mutually agreed by Lessor and Lessee,cause to be constructed and instald all utilities ice to all other related utilities required for the installation of meters. all portions of the Premises and for Lessee and with funds supplied by Lessee as Lessor shall, with the cooperation and support of Le structed Pei ta eximutually agreed by Lessor and Lessee, cause to be con installation, maintenance or repair of any and all utieserving the ises, including, but not limited to, water, sanitary sewer, electric, gas and telephone utilities. All utilities, air conditioning equipment and other electrically-operated equipment which may be useand and heating e comply with Lessors Meactric , umdin Fire Premises shall fully licable Certificates of Codes ("Codes"), as they exist on the date of the issuance of the app Occupancy for the respective buildings. all be responsible for the installation and Lessee, at Lessee's sole cost and expense, sh of the-Premises other than the Terminal construction of all utilities service to all remaining portions "C" and 'D" and all Building and any and all improvements contemplated by Exhibits the installation onsstruction ' . erelated utilities required for allation and co of any extension, installation,maintenance shall be responsible for the inst Premises other than the Terminal Building, and any and or repair of any and all utilities serving the all improvements contemplated by Exhibits'T-j,""C" and cDI9 including,but not limited to,water, sanitary sewer, electric, gas and telephone utilities. All utilities, air conditioning and heating equipment and other electrically-operated equipment whBuildin h may be used on the Premises shall fully Plumbing, g a nd Fire Codes ("Codes"), as they comply with Lessor's Mechanical,Electrical,exist on the date of the issuance of the applicable Certificates of Occupancy for the respective buildings. GROUND LEASE AGREEMENT WITH MANDATORy EVpRovEMENTS UNEVIPROVED Page 3 Notwithstanding the above, nothing herein obligates the Lessee to install, construct, extend or repair any public use or municipal utilities which have been or will be installed, constructed or extended by Lessee. to gain access to any Lessor and Lessee agree to cooperate and support each other's effort g or other grants available to accomplish the Utilities and all federal, state, municipal funding could include,but not be limited to,Lessor making described herein. Such cooperation and support application for available funding and taking and maintaining title to all improvements in its name from the outset of the development in a manner similar to the structure set forth in Exhibit 'S" hereto: Lessor and Lessee agree to assist and cooperate with the construction, implementation, adjustment or movement of any and all utilities incidental to the construction, maintenance, I Utilities referenced herein. management and utilization of any and all 5. ,iCE AND RA _EP IRS. - � 5.1. Is by Lessee. Lessee agrees to keep and maintain the Premisewill go ansawas ry condition at all times. Lessee covenants and agreethat it not make or suffer any te of the Premises. Lessee will,at Lessee's sole cost anPremises,make airs necessao n condition or value of the including,but not limited to, prevent the deterioration i including, but not limited to, doors, the maintenance of and repairs to all structures, windows and roofs, and all fixtures, equipment, modifications and pavement on the Premises. Notwithstanding the foregoing, Lessee shall not have any obligation or responsibility to accomplish repairs cumulatively costing in excess of Ten Percent(10%) Of of the improvements to which the repair is contemplated within the then fair market value term then in effect unless otherwise agreed to, in writing,by the 36 months of the end of the es caused by Lessee, its agents, servants, parties. Lessee shall be responsible for all darn employees, contractors, subcontractors, censees essee's so or invitees3 and Lesse agrees to fully , li repair or otherwise cure all such damages at Lle cost and expense.e 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 loss suffered by lessee's business °r opafrom property or water from any source by the bursting, overflowing or leaking of sewer or steam ppes3 whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors,or from causes of any other matter. uMWROVED GROUND LEASE AGREEMENT WITH MANDATORY E%APROV TIS,7 Page 4 Lessor acknowledges and Lessee agrees that Lessor has fully disclosed any and all defects,discrepancies and/or flaws to Lessee that Lessor is aware of prior to the execution of this Lease. Lessor agrees to assist and cooperate with and not impede Lessee with respect to any and all maintenance and/or repairs deemed necessary by Lessee,with the understanding that the financial obligation to accomplish such maintenance and repairs remains with Lessee. 5.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in fall compliance at all times with the Americans with Disabilities Act of 1990, as amended (I ADA"), if required. In.addition, Lessee agrees that all improvements it makes at the Airport shall comply with all then current 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 such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least twenty four (24)notice prior to inspection, unless an emergency situation exists requiring immediate inspection, in such event that Lessor will attempt to notify Lessee by phone, fax or e-mail that an inspection will be conducted within a two(2)hour period. 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 reasonable 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. Notwithstanding the foregoing, Lessee shall not have any obligation or responsibility to accomplish repairs costing in excess of Ten Percent(10%)of the then fair market value of the improvements to which the repair is contemplated within 36 months of the end of the term then in effect unless otherwise agreed to,in writing,by the parties. 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. UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROV Page 5 A"I'LL o.�C 6 DD CRY 9CIM R17 IR �11'1i"IORTH .VEX I VD . 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,but only in the event that the applicable law, code or regulations require such changes when the Premises are not subject to substantial remodeling, construction or renovation. To the extent that third parties or entities (other than Lessor and its various departments), e.g., the Federal Aviation Administration, the United States Department of Transportation, etc, impose new obligations and/or requirements on Lessor through amendments to regulations or implementation of new standards, Lessee shall determine the most efficient means and/or methods of compliance and accomplish same,if required by law. 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. 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 FULL Y RESPONSIBLE FOR THE REMEDMITON 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. UNTdPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 6 6. CONSTRUCTION AND]WROVEMENTS. 6.1. 1Viandatory Improvements. Lessor and Lessee covenant and agree that Lessor and Lessee shall perform the obligations set forth in Exhibits `B," "C" and "D" and shall cooperate and improve the Premises in accordance with the time frames,milestones, specifications and other conditions of Exhibit "B," C and `D, all of which are attached hereto and made a part of this Lease for all purposes. All such improvements shall be subject to the terms and conditions of this Lease, including, but not limited to, Section 27 herein. The improvements set forth in Exhibit "B" shall be referred to as Mandatory Imp on et�mitction of such Lessee Mandatory cooperation and support of Lessor, shall cause Improvements within six(6)months following the Effective Date of this Lease. Lessor and Lessee shall fully comply with all provisions of this Section 6 in the.performance of any such Mandatory Improvements. In the event that Lessor or Lessee request any changes and Lessor and Lessee approve such changes prior to the completion of the improvements set forth therein, a revised Exhibit B, C and `D shall be signed by both Lessor and Lessee and attached to and made a part of this Lease. 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 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 authorized designee. Lessee covenans and the performan eaoeany such shall fully comply with all provisions of the discretionary modifications,renovations or improvements. Lessor covenants and agrees that, upon receipt of such plans, specifications and estimates that it will identify any and all omissions or flaws in such submission by Lessee within. ten (10) business days and upon the receipt of satisfactory and complete plans, specifications and estimates,Lessor shall review, consider and make a decision on within thirty(30)business dys approval of such plans,specifications an d estimates Lessee shall have the right; but not the obligation, to advance funds to Lessor for Lessor's share of future infrastructure costs that Lessor deems necessary in exchange for an abatement of Lessee's future lease payments and fuel flowage fees set forth herein. In the event of any such discretionary advance or advances by Lessee, such total advance shall not exceed the estimated future lease payments by Lessee hereunder. NTH UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IlNI'RO � Pagel 01, ��2 CRY 6ECIRMIM 6.3. Process for Approval of Plans. In the.event that Lessee initiates any discretionary improvements, Lessee's plans for construction and improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Development, Engineering and Transportation and Public Works. All plans, specifications and work shall conform to all federal, state and local laws, ordinances,rules and regulations in force at the time that the plans are presented for review. Lessor covenants and agrees that Lessor shall handle any all such plans for construction and improvement in a manner consistent with the provisions of Section 6.2 above. 6.4. -D-0-cuments- Lessor and/or Lessee, as the case may be, shall supply the Director of Airport Systems or authorized designee with comprehensive sets of documentation relative to any modification, renovation, construction or improvement, including, at a mm changes lt drawings of each project. As-built drawings shall be new drawings or r to drawings previously provided to the Director of Airport Systems or authorized designee. Lessor and/or Lessee, as the case may be, shall suS ly e e textual documentation in computer format as requested by the Director of Airport ysts. 6.5. >�onds Recoulred of Lessee. Lessor and Lessee agree and understand that to the extent that the Mandatory Improvements set forth in Exhibit'V' attachenrshallhbelrequired hereto liLessd e for asny such the cooperation and support of Lessor, no bds of Mandatory Improvements. Nothing herein shall relieve contractors or subcontractors engaged by Lessor to accomplish the Mandatory Improvements set forth in Exhibit "B" from posting and delivering bonds required by Lessor. Prior to the commencement of any discretionary modification, renovation, improvement or new construction initiated by Lessee, Lessee shall deliver to Lessor a pter bond, executed by a corporate surety in accordance with Texas Government Code, Cha 2253, of each construction contract or project. The bonds shall as amended, in the M amount with all requirements,terms and condions guarantee (i) satisfactory compliance by Lesse e ti of this Lease, including, but not limited to, the satisfactory completion of the respective modifications, renovations, construction projects or improvements, and (ii) fall 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 referenced herein, Lessee may provide Lessor with a assignment of a certificate of deposit in an amount equal to 100% of the S UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENT Page 8 diff OIKAM P full amount of each construction contract or project. C Lessee makes of deposit hall be from a shall not be entitled to any interest earned thereon. financial institution in the Dallas-Fort Worth Metropolitan toLessor• The interest earned on the Federal Deposit Insurance Corporation of Lessee and Lessor shall have no rights m such certificate of deposit shall be the property , renovations, interest. If Lessee fails to complete the respective modifications on grounds relating to such projects or improvements, or if claims are filed by thu improvements, Lessor shall be entitled modifications, renovations, construction projects or imp to draw down the full amount of Lessee's cash deposit or certificate of deposit. Subject to further written agreement between improvement or Lessee,with respect to any d by SP future modification, renovation, imp payments are made by Lessee, Lessor and Lessee agree project or projects for awhi h a progress ash deposit or certificate of Lessee to its contractors on project on the presentation to Lessor of deposit is provided to Lessor, then and in that event, up p payment or payments to such contractor,Lessee shall be entitled to reduce and proof of such p ym draw down.the amount of its cash deposit and/or certificate of deposit in an amount.qua to such payment or payments. 6.6. Bonds Re wired of Lessee's Contractors. Prior to the commencement of any modification, renovation, improvement or new construction initiated by Lessee, Lessee's bonds respective ccordancerwith the eT cute and x Governor nt Lessee surety performance and payment bonds m such Code, Chapter 2253, as amended, to cover the costs of to 'orlimpTov improvements or r new contractor's contract for such modifications, ren construction. Lessee shall provide Lessor with copies improvements or new constructs construction- commencement p commencement of such modifications, renevfattlrno ance and completion of all construction The bonds shall guarantee (i) the faithful. p roved b the City and (ii) work in accordance with the final plans and specifications as app y. lies and full payment for all wages for labor and services and contract for Such bonds shall name to equipment used m the Performance of the co both Lessor and Lessee as dual obligees. if Lessee serves as its own contractor, Section 6.5 shall apply sor iT on Com l 6,7, Releases b Les etion of Construction Work- On any modification, renovation, improvement or new construction initiated by Lessee, Lessor will allow Lessee adollar-for-dollar of deposit tupo (i)Swhere Lessee account or reduction of its claim upon Lessors ssee certificate h or serves as its own contractor,verification that Lessee has completed ivoi c construction enficationithat the where Lessee uses a contractor, receipt of the contrac or contractor has completed its work and released Lessee toy e extent of Lessee's payment for such works including bills paid,affidavits and waivers of UNIMPROVED GROUND LEASE AGREEMEN 9 WaTD 1VIADATORYROVEMENT Page 7. USE OF PREMISES. Lessee shall use the Premises to the extent applicable in accordance with the then current Aviation Minimum Standards adopted by the Fort Worth City Council and for all lawful not Limns purposes in a manner in compliance with all federal, state, and local laws, including, but ordinances, rules and regulations of Lessor and those established by the Director of Airport Systems. Lessor will, at all times,provide unimpeded access to the terminal buildings and hangars for aircraft and automobiles by way of the existing ramp or improvements thereto. 8. SIGNS . Lessee may, at its sole expense and with the prior written the approval of he Director lated to Lessee's Systems or authorized designee, install and maintain sign 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. 9. RIGRTS AND RESERVATIONS OF LESSOR. Lessor her retains the following rights and reservations: 9.1. Lessor reserves the right to take any action it considers necessary to protect the aerial against obstruction, including, but not limited to, the right to approaches of the Airport a g to be erected any building or other structure prevent Lessee from erecting or permitting ort, constitute a which, in the opinion of Lessor, capability ftexisting or fu usefulness ture aeigatienal or navigational hazard to aircraft or diminish the aids used at the Airport. Lessor reserves the right to close temporarily the Airport or any of its facilities or (a) of either the Airport or the public, or for for maintenance, improvements, safety or security any other cause deemed necessary by Lessor. In this event,Lessor shall in no way be liable es asserted by Lessee, including,but not limited to, damages from an alleged an y damages g disruption of Lessee's business operations. (b) Lessor and Lessee acknowledge and understand that in the unlikely event that aircraft the airport is closed temporarily, or otherwise restricted a° pit is financially civilian imp°Bible for operations for a duration in excess of five (5) cal Y Lessee to sustain its operation. In such event,Lessee shall be entitled to oabatement oted all lease obligations. Such lease obligations shall be abated until the airport normal operations. _. MANDATORY DPROVEMENTS 7NIIVIPROVED GROUND LEASE AGREEMENT WITH Page 10 CRY RICG°E M�}R)\/Y ��o LbGN:U�9 �6G110 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. (a) 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. (b) Lessor and Lessee acknowledge and agree that in the unlikely event that the airport is closed temporarily, otherwise restricted to prevent normal, civilian aircraft operations for a duration in excess of five (5) calendar days, it is financially impossible for Lessee to sustain its operation. in such event,Lessee shall be entitled to an abatement of all lease obligations. Such lease obligation shall be abated until the airport is restored to normal operations. 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. 9.7. Lessor and Lessee acknowledge and agree th in order for Lessee to fulfill its must be able to havat e access to its leasehold. Lessor and obligations under this Lease,Lessee mu Lessee acknowledge and agree e a t each oo imaintained and that, in the unliky event that such access is denied for any reason for a duration in excess of ten (10) calendar days or more, then Lessee shall be entitled to an abatement of all lease obligations hereunder. However,Lessor and Lessee agree that, in the event access is denied to Lessee for ten(10) calendar days or more, all terms and conditions of this Lease shall be suspended until access is Billy restored so that normal,civilian aircraft operations can take place. In the event that access cannot be restored in an economically reasonable timeframe, as determined by Lessor and Lessee, then Lessor and Lessee agree that the terms of this Lease will be renegotiated and/or terminated in accordance with the UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY r"ROVEN[ENTS Page 11 provisions stated herein.Notwithstanding the provisions of this section, Sections 5.4, 12, 13, 16, 17, and 21 shall survive any termination of this Lease. 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 this Section*10, 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: Prop Fire and Extended Coverage on all improvements at 80%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 and as reasonably 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. Lessor and lessee acknowledge and agree that neither Lessor nor Lessee controls the coverage limits available and/or the cost of aviation/airport insurance. As a result, in the unlikely event that such coverage becomes unavailable or unreasonably expensive, Lessor and Lessee shall reach an agreement as to how to proceed with or without such insurance LWMROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 12 and absent an agreement on this insurance issue, this agreement shall terminate in accordance with the provision stated herein. 10.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall fimlish 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(3 0) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 10.4. A.ddational Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas or which, if not authorized to do business in the State of Texas, are otherwise satisfactory to Lessor. 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. pE )ENT CONrRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acimowledges that the doctrine of respondent 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. M ,,MNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE ANVIOR PERSONAL 17VJURY O ANY 17VCLUD17VG DEATH, To ANY AND ALL PERSONS, OF ANY MRACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF OR OPERATIONS ON THE AIRPORT UNDER THIS LEASE OR WITH THE USE, OCCUpA1VCy LEASING, MAINTENANCE, , EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED UNMROVED GROUND LEASE AGREEMENT WITH MANDATORY MROVEW ENTS Page 13 '0F'�.11(11 1 Aili E CC 0)'1 L15) .GNTY 3H` HARY BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS SERVANTS,AGENTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY HOLD BLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR GE OR LOSS TO EITHER PROPERTYDAIVIAGE OR LOSS(INCL UD 7 T ALLEGED AND/OR PERSONAL LESSEE'S BUSINESS AND ANY RESUL OR INJURY, INCLUDING DEATH, TO R ASSERTED, PERSONS, ARISING OF OUT OF � CHARACTER, WHETHER REAL 0 CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO INTENTIONAL THE EXTENT CAUSED BY THE GROSS MISCONDUCT OF LESSOR,ITS SERVANTS,AGENTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INKS OR DAMAGES TO AIRPORT PROPERTY, THE PRCONNECTION WITH ANY IMPROVEMENTS THEREON®MIWHONS OF LESSEE,LESSEEF ®� OFFICERS, AGENTS, ANY AND ALL .ACTS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS S OR EM EMPLOYEES O �TENTIONAL MISCONDUCT OF LESSOR,ITS SERVANTS, LESSOR DOES NOT GUARANTEE POLICE TO .PROVIDE SE URITY ADEQUATE TO PROPERTY. LESSOR IS OBLIGATED ONLY MAINTAIN LESSOR'S CERTIFICATION UNDER TI FAA N REGULATIONS FAA RELATIN�O COMPLY WITH ALL APPLICABLE RE AIRPORT SECURITY. LESSEE SHALL PAY ALL F17VES S FAILURE TOSC MPLY�HSU®H LESSOR OR LESSEE RESULTING FROML ESSEE ,FAA REGULATIONS OR TO PREVENT UNAUTHORIZED TIONS AREA OF THE AIRPORT THEIR OBTAINING ACCESS TO THE AI R FROM THE PREMISES. Lessor and Lessee acknowledge and agree that Lessor is a sovereign as contemplated by the Texas Tort Claims Act, Texas Civil Practice and Remedies Code§§ et seq. liability is waived in only limited circumstances.ded Lessor and does�t operate acknowledge o ext d a� liability of nothing contained in this Section 12 is inters Lessor or the indemnification obligation to Lessor of Lessee beyond the provisions of the Texas Tort Claims Act. 13• 'TEI21N INATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IlV1pR®VENIENTS Page 14 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 ten (10) calendar days from receipt of the notice. If Lessee fails to pay the balance outstanding within such time,Lessor shall,after the expiration of thirty(30) days from the receipt of the notice, have the right to terminate this Lease. Notice shall be sufficient if given by hand delivery or United States Postal Service certified mail, return receipt required, postage pre- paid. 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, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period,Lessor shall have the right to terminate this Lease immediately. Notwithstanding the foregoing, in the event the alleged breach or default cannot be cured within thirty (30) days, Lessor and Lessee agree to extend such time to allow Lessee to accomplish the cure in a time reasonably necessary to do so. Such time shall be determined by Lessor. Lessor and Lessee aelmowledge and understand that this Lease and the attachments hereto contemplate development and improvements that will take place over a period of months and years and that such development and improvements involve separate facilities, e.g.,the Terminal Building and hangars. Lessor and Lessee hereby agree that there shall be no cross-defaults as to these separate development and improvements and specifically agree that, in the unlflcely event that one part of the development or improvements becomes allegedly in default, that such default shall not cause the other parts of the development or improvement for which there is no other independent act or omission constituting a default as to that development or improvement to be in default. 13.3. 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, Lessee shall be liable for and shall pay to Lessor all arrearages of rentals, fees and charges payable hereunder. Recognizing the financial investments made to the Premises and in consideration for same and all the other duties and obligations of Lessee set forth herein, Lessee shall have no ftirther financial obligations to Lessor as of the effective date of the termination of the Lease. 13.4. Lessor's Financial Obfizations to Lessee II on Termination Breach or Default UNIMPROVED GROUN][)LEASE AGREEMENT WITH MANDATORY MROVEMENTS Page 15 If this Lease is terminated for any reason whatsoever before the expiration of the Initial Term, and subject to Lessor's City Council approving such action and appropriating funds to cover any matters related to this provision, Lessor shall be obligated to compensate Lessee for Lessee's financial investments in the improvements made on the Leasehold. Specifically and by way of example only as this provision relates to the Terminal Building, n in the event that the total capital costs for the Terminal Building is On e Million Dollars ($1,000,000) and Lessee contributes Seven Hundred Thousand Dollars ($700,000),then and in that event, upon Termination of this Lease, and subject to Lessor's City Council approving such action and appropriating funds to cover any matters related to this provision, Lessor shall be obligated and will pay to Lessee 70% of the Fair Market Value of the Terminal Building as of the date of the Termination. Insofar as other improvements made to the Leasehold solely by Lessee, and subject to Lessor's City Council approving such action and appropriating funds to cover any matters related to this provision, Lessor shall be obligated and will pay to Lessee 100% of the Fair Market Value of the said improvements. Notwithstanding any other portions of this section (13.4), all of Lessor's obligations under this provision for which current revenue is not available will be contingent on Lessor's City Council appropriating funding. 13.5. Rivrhts of Lessor Upon Termination or Expiration. To the extent that title has not already vested in Lessor, upon termination or expiration of this Lease,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 shall,vacatehthe powers and privileges granted to Lessee hereunder shall cease and Lessee Premises. Within forty-five (45) days following the effective date of termination or Premises all trade fixtures, tools, machinery, expiration, Lessee shall remove from the P equipment,materials and supplies placed on the Premises by Lessee pursuant to this Lease. equipment, right to take fall possession of the Premises,by force After such time,Lessor shall have the remaining on any part of the if necessary, and to remove any and all parties and property Premises. Lessee agrees that it will assert no claim of any land 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. N-0.110ES- Notices required pursuant to the provisions of this Lease shall be conclusively determined oo have been delivered when (1) hand-delivered to the other party, its agents, employee , servants r representatives, or (2) deposited in the United States Mail,postage prepaid, return receipt required, 'addressed as follows: ---------- UNIMPROVED GROUND LEASE AGREEMEENT WrrH MANDATORY IMPROVEMENTS Page 16 To LESSOR: For Rent: For All Other Matters: CITY OF FORT WORTH DEPT OF AVIATION REVENUE OFFICE MEACHAM INTL AIRPORT 1000 THROCKMORTON STREET 4201 N MAIN ST STE 200 FORT WORTH TX 76106-6312 FORT WORTH TX 76106-2749 To LESSEE: FWS Realty, Ltd. c/o Harrison Realty Investments,LLC, General Partner 1320 South University, Suite 1015 Fort Worth,Texas 76107 John Cockerham,Manager 15. ASSIGNMENT AND SUBLETTING. 15.1. In General. Lessee shall not assign, sell, convey, sublease or transfer any of its rights,privileges, duties or interests granted by this Lease to any person or entity not affiliated with Lessee without the advance written consent of Lessor. Such consent by Lessor shall not be unreasonably withheld by 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 sub-lessee, and such assignee or sub-lessee 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. UNWpROVED GROUND LEASE AGREEMENT WrM MANDATORY ImpROVEMENTS Page 17 16. LIENS By ILESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation created or filed, Lessee, its soleco t and expense, shall Lessor. If any such purported lien i liquidate and discharge the same within thirty(30) days of such creation or filing. Lessee can, at its sole option, post a bond protecting the property on which the lien is purportedly attached and litigate, mediate or arbitrate the validity of the lien for so long as necessary with the understanding that the Lessor's interest in said property is adequately protected. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 17. TAXES AND ASSESSIWENTS. The-Terminal Building shall be a public use facility and no taxes, assessments or other payments shall be due from Lessee thereon. 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 from and correct the violation.such laws, ordinances, rules or regulations,Lessee shall immediately de s 19. NON-DISCRuMINATION 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 UNIIVIPROVED GROUND LEASE AGREENIEN 8WITH MAi�iDATORYYMPROVE Pag e t'�� 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 equitable basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of Transportation and with any amendments to this regulation which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns,Lessee agrees to indemnify Lessor and hold Lessor harmless. 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. VE 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. UNEWROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEM Etjlr, 1] 0) A Page 19 CRY 91 CIAB/klff ofl, �a. 24. MEDIATION. The parties hereby agree that any dispute that arises under this Lease may be resolved through mediation proceedings. In the event that a dispute arises between the parties and the parties agree that the dispute is one that is appropriate for mediation,then such dispute will be submitted to mediation in Tarrant County, Texas, in accordance with the rules for alternative dispute resolutions set forth under Texas law. The parties will mutually cooperate to select the mediator to be used. Any and all information,negotiation and results of the mediation will remain confidential. The parties acknowledge and agree that nothing contained in this Section 24 makes or requires either party to agree to mediation and that both parties reserve all rights and remedies contained in this Lease and under law. 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent,fees or charges, or the enforcement of performance or observances of covenant, obligation or agreement, Lessor and Lessee agree that the prevailing party shall beam tled to recover reasonable attorneys' fees and other reasonable expenses from the other party. 26. SEVERADILM If any provision of this Lease shall be held to be invalid,. illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE A-IAJEURE- Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 28, READINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed apart of this Lease. GROUND LEASE AGREEMENT WITH MANDATORY E"TROVE "C UNMROVED k1k Page 20 gl�, bD nfl#110100fll VEIL 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [Signature Pages Follow] �h IN WITNESS WHEREOF, the.parties hereto have executed this Lease in multiples, this (_ day of l ](kt�11 ,200!q: LESSOR: LESSEE: CITY OIt OIZTH: FWS REALTY LIMITED: N�{ QZgOs4 �A�`j �1t� tl78MTS ��- By: B Name t oft loa GvYa��A arc Ott Title Assistant Ci Manager ATTEST: ATTEST: By: By:()�\ City Secretary MANDATORY GROUND LEASE AGREEMENT WITH MANDATORY�NdPR '(� Page 21 jrj!1 G � �L LI APPROVED AS TO FORM AND LEGALITY: A Attorney / M&C:G ac� 0 ���'�4- LESSEE_ FE'S REALTY,LTD Harrison Realty Investments,LCC General Partner BY: l f-.'eekerira�,Manager 84YON C-Un c/L 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 ftpAj Ct�t7-Ck 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 FWS E�aL-r� ; L� , and that he executed the same as the act of FWS 9Gi4LT�-, for the purposes and consideration therein expressed and in the capacity therein stated. AND SEAL OF OFFICE this ST- day of(7C?OW'9- , 20'-,L1 =o RITA Y Pv341C aPAV PuB<i w10-TP B STATE Or.-TEXAS + My Comm.ExP•12-1 Not blic in and for the State o exas �Tf OFD,.a;r.4F-,r; "rhiif` L`y'�r.En=T" 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,� toome that same was whose he act f the City of Fort the foregoing instrument, and acknowledged UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 22 Worth.'and that he executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this -5. day of,. 20_p_4. 11,16:1!h'i AA 121!!!!!I! Notary—Public in and for the State of Texas MY=HETT'E LANE comy My COMMISSION EXPIRES& S O� July 26,2007 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the unders a ton Notary Public in and for the State of Texas, on this day personally appeared a crown 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 Harrison Realty Investments LLC as General Partner of FWS Realty, Ltd. and that he executed the same as the act of its act for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this kr-day of, 00-7vats"e- 2004 PUBZ, vjj-vP'P'.S1 t4o'v TEXAS 14ota? ublic in and for the to of Texas STATE FIE. of UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY uwpRovET nWU11A PLHO) DD Page 23 HH, VEX. Exhibit"A" Leased Premises UNEVIPROVEID GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 24 OPTION PARCEL "All HAYDEN CUTLER CoNTANY FORT WORTH SPINKS AMPORT SARA•GRAY SURVEY A-55 9 FOILT WORTH,TARRANT CO.,TOCAS CO ; N O p V K7 0 4 ... :�. ..... cvx VH08A D OAOVM V 7A FHEM ...................... ..... NkCi Bli Vsmwr PA V I r�� F!!f D CONC 111.)1 L7 PAVEMBNT ....;; ,.:.; I UNDERGROUND :Qfl' ..Qttf SWBT LINE '• ... ....... .. 4- .... .... ...'.... ; lf� C� .. .. cV TBM#f2: PIG NAIL IN CONCRETE ••'•.. •'•''' .:.:.':. ELEVATION=700.1]' ° .'.'.........':...' 0 50' 0 e Set 5\8"IR N,ith yellow cap mmked"BHB INC. ® ••'•• .: •: Coo,dhmtes are midUm band on NOS M000tncat .......... �'sc FWS D to t mnsuhtto to NAD 83 Teas North Central :' ..'.... �E�F r Zone 4202 multiply by a nblmed scale fpator of 999879 cm47 ..... r��`��O FC�+ °Ht�BE"T, rr .. ....... .. S99019r34 .. . V�.V V ) P abertR.P o. 2 . G](�?Baird, Hampton el & Brown, Inc. `oQ r z of z ❑V Enginering g a, Surveyin m w FlLt:F;.\SeV�W�\3D0\04m\Dvo\haeo oveon.dwn Exhibit A b�� Page 1 �a.0 CITY FT. rgnnn�(I� �RX(q 1i VUj000i . Exhibit"A.2„ Metes and Bounds Description Option Parcel"A 0.459 Acre Sara Gray Sunvy A-558 City of Fort Worth,Tarrant County,Texas BEING a tract of land located in the Sara Gray survey, T 't No.558,City of Fort arrant County Texas,being a portion of Fort Worth Spi ks Airport,and being more art�cula�ly described by metes and bounds as follows(bearing referenced to NOS Monument FWg D whose coordinates are as follows;Northing=6890344.73',Easting=2334148.73'Elevation=697.831, Coordinates are grid Texas North Central Zone(4202)with a combined scale factor of .19987947): COMMENCING at said NGS Monument FWS D; THENCE South 01°51'03"East,a distance of 1165.58 feet to a set 5/8-inch iron rod with yellow Plastic cap marked'SRB INC"(set iron rod)for the POINT OF BEGINNING; THENCE North 89°19'34"East,a distance of 80.00 feet to a set iron rod; THENCE South 00°40'26"East,a distance of 250.00 feet to a point foracorner, SCE South 89°19'34"West,a distance of 80.00 feet to a point for canner; THENCE North 00°40'26"West,a distance of 250.00 feet to the POINT OF BEGINNING and containing 0.459 acre more or less. .. `:T' Pa er$ ' 942 l�kQ BUR��4c�• Exhibit A Page 2 9 110 �tiv1l Gc1�W p VEIL i J A LEASE PARCEL "B" HAYDEN CUTLER CONUANY NP ww cn SARA GPAY SURVEY,.A-558 nKTlL."p'N•Ni4aT.r FORT WOR 'II SPINKS AIR ORT }' IQ WAV•r"7A1' i C+ VMTWORTILTARRANTCQ,T&.AS d 30, SCALE: V m 30' i MA[NUng FENCL Ou DD04 r [t TPA(=ON CON Nana M CaNG4EJE FODTEA O cwacr CiUIN I,P X/� T Nmfmi WAPNSNo 1'uNCa GON p� txA+DUrr �p p YCf.El1t0 P O.B pzvQ YE � co l LW `P PCM-A• N89 019'34"E 150.00' i W a b ltd •.•a.•. 0 o i . VAnLApAOUND -•—+-�'�,pprCryg clotGaStC PAVEM1Ni W• rYy V [�;� •• ✓ V _ 1 :. r :a ti . :a Q 0 �o : tC r, ". :`.. S89c'19'34"W 80.00' OPT ON PARCEL"'A" 0-s,+SIP•M wide yc,taw=p muEM4.MM INC• Ca�cliA=it.¢era tttA4ee,6eaM onNG6 Tt'1xmm��eat ' ' ' '' '' FWdnmtranwlmAtDNADE3'fmcAalloz>h(kotnt � . ... '•' . Zvnc 4792 multiply by a oomblud cealc factor of i •999$74d7 •• •• .. ' o m Baird, Hampton do Browd, Inc. �.oEim`�el ttor mThdt :u�ex Pat MGMEF1.5,N9,1942 A.V Pa•IV — pm f nw.raac ru.r_C\E+.c,a+wo\o+7�o-vu•...<.untian i Exhibit A Page 3 Lease Parcel"B" Metes and Bounds Description ; 0.572 Acre Sara(3ray Survey A-555 City of Fort Worth,Tarrant County,Texas T i BLUNGi a tract of land located in the Sala Gray Survey,Abstract No.558,City of Fort Worth, Tarrant County Texas,being a portion of Fort Worth Spinks Airport,and being mart particularly 's described by metes and bounds as follows(bearing referenced to NGS Monument FWS D whose coordinates are as follows:Northing=6890344.73',Fasting=2334148,73'Elevation=697.831, Coordinates are grid Texas North Central Zone(4202)with combined scale factor of,99987947); i COMMENCING at said NGS Monument FWS A; t THENCE South 03906'54"West,a distance of 1038.49 feet to a set 518 inch iron rod with yellow plastic cap marked"BHB INC"(set iron rod)for tho POINT OF BEOWN1NG; e THENCE North 89 119'34"Last,n distance of 150.00 fact to a set iron rod at the edge of concrete; TUT-NCE South 00 140'26"East,generally along en edge of concrete a distance of 166.00 feet to a set iron rod rod; THENCE South 89°19'34"West,a distamc of 150.00 feet to a sot iron rod; THENC$North 00"40'26"West,a distance of 166.00 feet to&a POINT OP BEG'Ildl`WCr and containing 0.572 acre more or less. Paul Hubert F-P,L.S.#1942 Exhibit A Page 4 LEASE PA.RCEL "C" OPTION PARCEL "D" HAYDEN CUTI:ER COMPANY FORT WORTH SPM3 AMPORT SARA GRAY SURVEY,A-558 ' volawoxr TARMNTCO.,TeXA,k r 0 10 P,O,B. Ns�zau� MIX, •.� _ SCALE: V— 1001 i i T ti A { :'tip:{ i v�l i • F 6 P.o.c. WA...ofworftne �enlu��r — tacuen.r . ...... . T l t •71• rlLL z 1......:•: ,fArt1 YY♦ i:C l 0=Sot M"IR with ycilow cap muMtd'UHI3INC' = Aire •••••q.,..: iWP3.0 Coordtaaa>;ara nsrlYegB►,aed an NGS ManumeOt '— r. �•mnn lr : v F WS A to trRrwilalL to NAn M Tema NnMCamal ,w T ^.::Lv:r. . Zouc 4=mul4ly by;&eombl-W scale time or ma _ r,L50VAY Ate¢UAY ' AV1A[M ,Inutl :• 0lIY? COURT n•.-....r .nav war R1ry rOCeli.0 [TONE !•T• C7 Baird, Hompton & Brown, Inc- O Engineering do Surveying FMIUYbtrvK.r.6.3.N0ANZ tloMrr.na A toon,v,to,aliM,lrpwmrm(myaaantii.oafnc:n I. Sao 03.7004;,.=60M r le mwlNC SUE: SYlra.04\]OfAv4e\paa\Iw:a vottv0.dw Exhibit A Page 5 Lease Parcel"C" Metes and Bounds Description 0367Acre Sara Gray Survey A-558 City of Fort Worth,Tarrant County,Texas i BEING a tract of land located in the Sara Gray Survey,Abstract No.558,City of Fort Worth, Tarrant County Texas,being a portion of Fort Worth Spinks Airport,and being more particularly described by metes and bounds as follows(bcaring referenced to MS Monument FWS D whose coordinates are as follows:Northing=6890344..73',Easting—2334148.73'Elevation-697,83', Coordinates are grid Texas North Central Zone(4202)with a combined scale factor of .99987947): COMMENCING at said NGS Monument FWS D; } THENCE South 03°44'02"East,a distance of 294,09,foot to a set S/8 inch iron rod with yellow i plastic cap marked"B14B INC"(set iron rod)for the POINT OF BEGINNING; THENCE North 89 02812"East,a distance of 80,00 feet to a set iron at the edge of concrete; THENCE South 00°31'38'°,East generally along an edge of concrete a distance of 200.00 feet to a set iron rod at a back of curb; THENCE South 89°28'22"West,generally along the back of curb a distance of 80.00 feet to a set iron rod; THENCE North 00°31'38"West departing said.back of curb a distance of 200.00 feet to the,POINT OF BEGJN�G aad cootaining 0.367 acre more or less. f • t l t i 7 • i Paul Hubert R.P.L.S.#1942 i i Exhibit A Page 6 Option Parcel' I i Metes and Bounds Description 1.010 Acres Sara Gray Survey A-55 8 City of Fort Worth,Tarrant County,Texas BEING a tmot of land located in the Sara Gray Survey,Abstract No.558,City of Fort Worth, Tarrant County Texas,being a portion of Fort Worth Spinlcs,Airport,and being more particularly described by metes and bounds as follows(beaxinb referenced to NGS Monument FWS D whose eaord.inates arc as follows:Northing=6890344.73 ,Easdug=2334148.73'Elevation=697.53', is Coordinates are grid Texas North Central Zone(4202)with a combined scale factor of, 1999879}7): COMN,1JdNCING at said NGS Monument FVUS D; THENCE North o3°0$'40"East,a distance of 256.90 feet to a set 518 inch iron rod with yellow plastic cap marked"DHB INC"(set iron rod)for the POINT OF BEGINNING; i TMNCE North 89 028122"East,a distance of 80.00 feet to a set iron rod at the edge of concrete; VI NCE South 00°31'38"East,generally along an edge of concrete a distance of 550.00 feet to a,set iron rod rod; THENCE South 89 128'22"West,departing said concrete a distance of 80.00 feet to a set iron r rod; t THENCE North 00 131'38"West,a distance of 550,00-feet io the F017, BEGINNING and r containing 1.010 acres inore or less, i 1 i i i t Paul Hubert R.P.I,.S.#1942 ' i Exhibit A Page 7 Exhibit"B" Mandatory Improvements Lessee shall, with the cooperation and support of Lessor, cause to be constructed an approximately 6,000 square foot Fixed Base Operation ("FBO") Terminal Building (the "Terminal Building"). A Permit Application consistent with the provisions of Rules and Regulations of Lessor shall be prepared by Lessee for submission on behalf of Lessor no later than One Hundred and Eighty (180) days from the execution of the Lease to which this Exhibit `B" is attached. Construction of such Terminal Building shall commence no later than Two Hundred and Seventy (270) days after the execution of the Lease to which this Exhibit `B" is attached. Final occupancy of such Terminal Building shall occur no later than July 1, 2005 absent a further written agreement of the parties hereto. Lessor shall take all actions necessary to obtain grants available from the State of Texas in the approximate amount of Four Hundred Thousand Dollars ($400,000.) and Lessee shall make a payment in the approximate amount of Four Hundred Thousand Dollars($400,000.), such payments to be used for the construction of the Terminal Building and public parking lots. Lessee shall fund all construction costs in excess of Eight Hundred Thousand Dollars ($800,000) subject to an agreement by the Lessor and Lessee on the terms,conditions and amount of the construction budget for the mandatory improvements set forth herein. Such fiords shall be held by Lessor and administered in accordance with the Terms and Conditions of the Construction Contract to be entered into by the Lessor for the construction of the Terminal Building. Lessee, at its discretion, may make additional sums available for design work, enhancements or improvements to the Terminal Building including, but not limited to, the funding of architectural drawings and/or construction documents. To the extent that title has not already vested in Lessor,upon the issuance of the Certificate of Occupancy,Lessor shall take title to such Terminal Building. Lessee shall take possession of the Terminal Building as Lessee upon the issuance of the Certificate of Occupancy therefore and shall have and be entitled to such possession of the Terminal Building rent free, save and except for Lessee's continuing obligation to remit unimproved ground lease payment to Lessor, for the duration of this Lease and any renewals hereof. Upon the issuance of the Certificates of Occupancy for the Terminal Building and prior to Lessee taking possession of same, Lessor shall complete an environmental assessment of the facilities and provide a Certificate to Lessee, consistent with Section 5.4 herein, confirming that to the best of Lessor's knowledge,the Terminal Building and the land upon which it is constructed contains no environmental hazards,violations or issues. As further consideration for the mandatory improvements set forth herein, upon issuance of a Certificate of Occupancy for the Terminal Building, Lessor will grant an FBO permit to Harrison Aviation Ltd("Harrison") for the term of five (5)years with provisions for successive renewals for terms of five(5) years each in accordance with Lessor's FBO requirements and policies at the time. Simultaneously, Harrison will execute a lease for the existing fuel farm pursuant to which Harrison shall accept an assignment by Lessor of all operations of and maintenance for all self-serve pumps, pursuant to Lessor's current agreement with AvFuel. Prior to Harrison accepting delivery and UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY EMYROVEME -1 c'!� t ;J D' Page 25 n taking possession of the existing fuel farm, Lessor shall complete an environmental assessment of the facilities and provide a Certificate to Lessee, consistent with Section 5.4 herein, confirming that to the best of Lessor's knowledge, the existing fuel farm and the land upon which it is constructed contains no environmental hazards, violations or issues and an acknowledgement by Lessor that should such environmental hazards, violations or issues later be determined to exist prior to Harrison's taking possession of the fuel farm,Lessor shall be liable therefor in all respects. Nothing contained herein prohibits Harrison from re-negotiating or replacing AvFuel at the expiration or termination of Lessor's current agreement with AvFuel or at such other time as agreed to by Harrison and AvFuel. The fuel farm lease shall expire upon the expiration of the ground lease and/or the FBO permit. Upon issuance of the FBO permit, Harrison will purchase, accept an assignment of or lease any Lessor-owned equipment used as part of its FBO services and will begin providing FBO services at the airport. Lessor will promptly phase out its provision of FBO services at Spinks. The parties shall fully cooperate to insure that FBO services are not interrupted during the transition period. As further consideration herein, Harrison shall have the right, but not the obligation, to advance funds to Lessor for Lessor's share of future infrastructure costs that Lessor deems necessary in exchange for an abatement of fuel flowage fees and land lease payments contemplated by the FBO Permit referenced above. In the event of any such discretionary advance or advances by Harrison, such total advance by Harrison shall not exceed the estimated future FBO fuel flowage fees due under said FBO Permit. UNIWROVED GROUND LEASE AGREEMENT WITH MANDATORY EMPROVEMENTS Page 26 Exhibit"B-1" Additional Improvements As further consideration for the commitments made by the parties hereto,Lessor and Lessee will execute an additional lease or leases for sufficient unimproved land for the construction, at Lessee's sole cost and expense, of hangars with an aggregate square footage of at least 40,000 Sq.Ft. for executive aircraft storage and associated office space (hereinafter referred to as "Exhibit `B-l" Additional Improvements"). Construction of the first 20,000 Sq.Ft. of hangar/office space will begin within Two Hundred and Seventy(270) days of execution of the ground lease and must have a final Certificate of Occupancy by July 1, 2005. Construction of the second 20,000 Sq.Ft. of hangar/office space will be completed within two (2) years following issuance of a final Certificate of Occupancy for the first hangar. Lessor and Lessee agree to cooperate and support each other's effort to gain access to any and all federal, state, municipal funding or other grants available to accomplish the Exhibit "B-l" Additional Improvements. Such cooperation and support could include, but not be limited to, Lessor making application for available funding and taking and maintaining title to all improvements in its name from the outset of the development in a manner similar to the structure set forth in Exhibit"B"hereto. In the event that Lessor has not already taken title to the Exhibit 'T-1" Additional Improvements,Lessor shall take title to these hangars upon the issuance of applicable Certificates of Occupancy to the respective hangars. Lessee shall take possession of said hangars upon issuance of the applicable Certificates of Occupancy to the respective hangars. On or before the issuance of the applicable Certificates of Occupancy, Lessor and Lessee shall enter into lease agreements for a total period of thirty (30) years (the "Initial Term") from the date of the issuance of the Certificates of Occupancy with two (2) consecutive rights of first refusal (hereinafter referred to as "Exhibit"B-l" ROFR!') to renew such Lease for two (2) additional successive terms of five (5) years each. Specifically, it is the intention of the parties that upon the issuance of the Certificate of Occupancy for the second hangar described herein that the lease term shall commence at that date and run for thirty (30) years with two (2) consecutive rights of first refusal to renew such Lease for two (2) additional terms of five(5)years each. Upon the execution of the additional lease by Lessor and Lessee for sufficient unimproved land for construction and upon the issuance of the respective Certificate(s) of Occupancy of the Exhibit`B-1"Additional Improvements,Lessee shall begin paying rent to Lessor at the then current applicable unimproved ground rental rate consistent with the provisions of Sections 3.1 and 3.2 hereof. In addition to the payment of the unimproved ground rental rate, Lessee shall accrue' an obligation to pay Lessor payments in lieu of taxes ("PILOT Payment") commencing on the first day of the 6t" year following the issuance of the Certificate of Occupancy with payment of such obligation due to Lessor on or before the last day of the 6"' year following the issuance of the Certificate of Occupancy. Lessee shall have such PILOT Payment obligations every year thereafter during the pendency of this Lease and any renewals thereof. Such PILOT Payment shall be an UNDIpROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 27 annual payment of one percent (1%) of the assessed valuation of the Exhibit 'T-l" Additional Improvements. In order to exercise its rights of first refusal to renew the ground lease or leases contemplated herein, Lessee shall notify the City in writing of its desire to renew same no less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the expiration of the term then in effect. Lessor shall provide notice of the expiration of the ground lease or leases to Lessee one hundred fifty (150) days prior to the expiration of the term then in effect. In the event that the one hundred twenty (120) day deadline passes without Lessee exercising its right of first refusal with respect to the ground lease or leases contemplated herein, then Lessor shall notify Lessee in writing via certified mail, return receipt requested, of the passing of the one hundred twenty (120)-deadline within ten (10) days of the passing of the one hundred twenty (120) day deadline, and Lessee shall have an opportunity to exercise such right of first refusal with respect to the ground lease or leases contemplated herein within thirty (30) days after receipt of said notice from Lessor. UNHvIPROVED GROUND LEASE AGREEMENT WITH MANDATORY EUTROVEMIENTS Page 28 Exhibit"C99 Right of First Refusal Lessee shall have a Right of First Refusal (hereinafter referred to as "Exhibit "C"ROFR!) to lease the unimproved land in one or more Parcels identified in Exhibit " ' attached hereto d erred to herein "Refusal Parcel(s)") for incorporated by reference herein (collectively ref X tt an construction of additional executive aircraft storage/office buildings (hereinafter referred to as "Refusal Parcel Improvements"). 'Lessee shall pay an annual fee equal to one cent($-01)per square foot of the Refusal Parcels in exchange for this Exhibit "C" ROFR. If Lessor receives a qualified, firm, written offer with no contingencies from a third party to lease all or a portion of the Refusal Parcels, Lessor shall certify to Lessee that Lessor has accomplished a due diligence review of such offer and offeror confirming the financial ability and real estate and construction expertise of the offeror and that Lessor has found such offer and offerer to be satisfactory. Upon receipt by Lessee of the such certification along with the details of the offer from Lessor, Lessee shall have ninety (90) days from receipt of such certification to make a thorough, written proposal to Lessor for the same land, which proposal must meet or exceed that provided by the third party. The proposal by Lessee shall relate only to the land and shall be compared to the proposal of the third party on the basis of the land rental only and shall not be compared to the third party proposal on the basis of any or all proposed improvements contemplated or proposed by the third party proposal. If Lessor accepts Lessee's proposal, a new ground lease will be executed by the parties to include the land affected by the proposal. Lessor and Lessee agree and understand that Lessee shall have the right and sole discretion as to the timing and size of parcels to be placed under lease by Lessee and developed. Lessor and Lessee specifically agree and understand that Lessor and Lessee may enter into a series of ground leases with respect to the Refusal Parcels. The ground lease or leases with respect to the Refusal Parcels shall have an initial term'of thirty(3 0) years at unimproved ground rental rates and include (2) consecutive rights of first refusal to renew such lease for two (2) additional successive terms of five(5)years each. In order to exercise its rights of first refusal to renew the ground lease or leases contemplated herein, Lessee shall notify the City in writing of its desire to renew same no less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the expiration of the term then in effect. Lessor shall provide notice of the expiration of the ground lease or leases to Lessee one hundred fifty (150) days prior to the expiration of the term then in effect. In the event that the one hundred twenty (120) day deadline passes without Lessee exercising its right of first refusal with respect to the ground lease or leases contemplated h Lessee in writing via certified mail, return receipt requested, of the passing then Lessor shall notify un erein of the one hundred twenty (120) deadline within ten (10) days of the passing of the one hundred twenty (120) day deadline, and Lessee shall have an opportunity to exercise such right of first refusal with respect to the ground lease or leases contemplated herein within thirty (30) days after receipt of said notice from Lessor. UNIMPROVED GROUND LEASE AGREEMENT WITH[MANDATORY E"PROVEMENTS Page 29 Lessor and Lessee agree to cooperate and support each other's effort to gain access to any and all federal, state, municipal funding or other grants available to accomplish the further development contemplated by this Exhibit "C." Such cooperation and support could include, but not be limited to, Lessor making application for available funding and taking and maintaining title to all improvements in its name from the outset of the development in a manner similar to the structure set forth in Exhibit'S"hereto. In the event that title has not already vested in Lessor,upon the issuance of the Certificate of Occupancy, Lessor shall take title to such Exhibit"C"Improvements. Lessee shall take possession of Exhibit "C" Improvements as Lessee upon the issuance of the Certificate of Occupancy therefore. Lessee will begin paying rent for a given Refusal Parcel upon the issuance of a final Certificate of Occupancy for the first building constructed on the same Refusal Parcel. Rent from the date that it first becomes due until the following September 30 will be calculated by multiplying the square footage rate of the leased premises by the unimproved ground rental rate then in effect. The actual square footage of the lease will be contingent on a ground survey which Lessee shall cause to be undertaken at Lessee's sole cost and expense. Rent shall be subject to increase effective October 15t of any year to reflect the upward percentage change,if any,in the Consumer Price Index for the period since the last adjustment with the understanding that rent shall not exceed the then current published rates for unimproved land at Spinks Airport. Rent shall also be adjusted in the 10', 15 ,20th and 25th year to reflect the then current applicable ground rental rate. Rent during the renewal term shall be calculated by multiplying the square.footage of the leased premises by the unimproved ground (not hangar) rental rate then in effect and will be subject to the then current Lessor policies. Lessor will take title to all improvements on the leased premises upon the expiration or termination of the lease. All lease terms will be in accordance with Lessor policies. If the airport management is being handled by an entity other than Lessor, then Lessee shall have the right to request a market survey be prepared for Spinks Airport and to pay the lesser of the unimproved ground rental rate calculated by the market survey rate or the then applicable unimproved ground rental rate. Upon the execution of the additional lease by Lessor and Lessee and upon the issuance of the respective Certificate(s) of Occupancy for the Refusal Parcels,Lessee shall begin paying rent to Lessor at the then current applicable unimproved ground rental rate consistent with the provisions of Sections 3.1 and 3.2 hereof. In addition to the payment of the unimproved ground rental rate,Lessee shall accrue an obligation to pay Lessor payments in lieu of taxes ("PILOT Payment")commencing on the first day of the 6th year following the issuance of the Certificate of Occupancy with payment of such obligation due to Lessor on or before the last day of the 6th year following the issuance of the Certificate of Occupancy. Lessee shall have such PILOT Payment obligations every year thereafter during the pendency of this Lease and-any renewals thereof. Such PILOT Payment shall be an annual payment of one percent (1%) of the assessed valuation of the Exhibit "C" Additional Improvements. UNBIPROVED _2 GROUND LEASE AGREEMENT VnTJE[MANDATORY EWFROI,EQ DD Page 30 CIP M CRY �H11"_101IM"Iff L------------------- Exhibit"D" Additional Development As further consideration for the Additional Development, Lessor and Lessee will execute a lease (hereinafter the "Exhibit "D" Lease") by October 31, 2004, for sufficient unimproved land at Fort Worth Spinks Airport on which Lessee at Lessee's sole cost and expense will spend at least $800,000 in construction of warehouse, office buildings, T-hangars and/or other airport facilities (hereinafter the"Exhibit"D"Improvements"). A permit application will be submitted to the City of Fort Worth Development Department within 180 days from the.date of execution of such Exhibit "D" Lease. Construction of the facilities will begin within nine (9) months of the execution of the Exhibit"D"Lease and must have received a final Certificate of Occupancy by December 31, 2005, unless otherwise agreed to in writing by the parties. This Exhibit"D"Lease with respect to the Additional Development will have an initial term of thirty(30)years with two (2)consecutive rights of first refusal(hereinafter referred to as "Exhibit "D"ROFR") to renew such lease for two (2) additional successive terms of five (5) years each. In order to exercise its Exhibit "D" ROFR to renew this Exhibit "D" Lease, Lessee shall notify the City in writing of its desire to renew this Exhibit"D" Lease no less than one hundred twenty(120) days and no more than one hundred eighty (180) days prior to the expiration of the term then in effect. Lessor shall provide notice of the expiration of the Exhibit"D"Lease to Lessee one hundred fifty(150) days prior to the expiration of the term then in effect. In the event that the one hundred twenty (120) day deadline passes without Lessee exercising its Exhibit "D" ROFR, then Lessor shall notify Lessee in writing via certified mail, return receipt requested, of the passing of the one hundred twenty(120) deadline within ten(10) days of the passing of the one hundred twenty(120) day deadline, and Lessee shall have an opportunity to exercise such Exhibit"D"ROFR within thirty (30)days after receipt of said notice from Lessor. Lessor and Lessee agree to cooperate and support each other's effort to gain access to any and all federal, state, municipal funding or other grants available to accomplish the further development contemplated by this Exhibit "D." Such cooperation and support could include, but not be limited to, Lessor malting application for available funding and taking and maintaining title to all improvements in its name from the outset of the development in a manner similar to the structure set forth in Exhibit`B"hereto. In the event that title has not already vested in Lessor,upon the issuance of the Certificate of Occupancy, Lessor shall take title to such Exhibit "D"Improvements. Lessee shall tape possession of Exhibit"D" Improvements as Lessee upon the issuance of the Certificate of Occupancy therefor and shall have and be entitled to such possession of the Exhibit "D"Improvements, rent free, save and except Lessee's continuing obligation to remit unimproved ground lease payment to Lessor, for the duration of this Lease and any renewals hereof. Lessee will begin paying rent upon the issuance of a final Certificate of Occupancy for the facilities. Rent from the date that it first becomes due until the following September 30 will be calculated by multiplying the square footage of the leased premises by the unimproved ground UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 32 rental rate then in effect. The actual square footage of the lease site will be contingent on a ground survey which Lessee shall cause to be undertaken at Lessee's sole cost and expense. Rent shall be subject to increase effective October l't of any year to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment with the understanding that the rent shall not exceed the then current published rates for unimproved land at Spinks Airport. Rent shall also be adjusted in the 10', 15', 20" and 25th years to reflect the then current applicable ground rental rate. Rent during renewal terms shall be calculated by multiplying the square footage of the leased premises by the unimproved ground (not hangar) rental rate then in effect and will be subject to the then current Lessor policies. Lessor will take title to all improvements on the leased premises upon expiration or termination of the lease. All lease terms will be in accordance with Lessor policies. If the airport management is being handled by an entity other than Lessor, then Lessee shall have the right to request a market survey be prepared for Spinks Airport and to pay the lesser of the unimproved ground rental rate calculated by the market survey rate or the then applicable unimproved ground rental rate. Upon the issuance of the respective Certificate(s) of Occupancy for the Exhibit 'D" Improvements, Lessee shall begin paying rent to Lessor at the then current applicable unimproved ground rental rate consistent with the provisions of Sections 3.1 and 3.2 hereof. In addition to the payment of the unimproved ground rental rate, Lessee shall accrue an obligation to pay Lessor payments in lieu of taxes("PILOT Payment") commencing on the first day of the 6th year following the issuance of the Certificate of Occupancy with payment of such obligation due to Lessor on or before the last day of the 6th year following the issuance of the Certificate of Occupancy. Lessee shall have such PILOT Payment obligations every year thereafter during the pendency of this Lease and any renewals thereof. Such PILOT Payment shall be an annual payment of one percent(I%) of the assessed valuation of the Exhibit 'T-1" Additional Improvements. Such PILOT Payment shall not apply to any improvements to airport infrastructure improvements to which Lessee may contribute. UND,IPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS Page 33 M&C Request Review Page 1 of 2 Print M&C COUNCIL ACTION: Approved on 5/18/2004 DATE: 5/18/2004 REFERENCE NO.: C-20086 LOG NAME: 55HAYDN CUTLER CODE: C TYPE: NON-CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Unimproved Ground Lease with Mandatory Improvements, Public Fueling Agreement, Fixed Based Operator Permit, and a Right of First Refusal with Haydn Cutler to Lease Additional Unimproved Land at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute: 1. An Unimproved Ground Lease Agreement with mandatory improvements with Haydn Cutler, an individual, for approximately 46,000 square feet of unimproved ground at Fort Worth Spinks Airport to develop an executive terminal building and two-20,000 square foot executive aircraft storage hangars and associated office space, and; 2. A Public Fueling Agreement and Fixed Base Operator (FBO) Permit upon completion of the Terminal Facility, and 3. Right of First Refusal to lease approximately 80,000 square feet of additional unimproved land to build additional executive aircraft storage hangars and associated office space. DISCUSSION: Mr. Cutler, has proposed to lease approximately 46,000 square feet of unimproved land at Fort Worth Spinks Airport for the purpose of developing an executive terminal building and two corporate hangars. In addition, he requests the Right of First Refusal to lease an additional 80,000 square feet of unimproved ground to develop additional aircraft storage space and associated office space, when demand dictates. Upon completion of the terminal building, Mr. Cutler has requested that the City of Forth Worth issue a Public Fueling Agreement and FBO Permit for the purpose of providing FBO services at Spinks Airport. Mr. Cutler proposes to absorb the City of Fort Worth's Aviation Fuel contract with Avfuel, and proposes that the City of Fort Worth phase out its provision of providing FBO functions at Spinks Airport. Mr. Cutler has requested that the City of Fort Worth take title to the improvements upon the issuance of a Certificate of Occupancy. In exchange for the City taking title to the improvements, he has proposed to pay a fee equivalent to 1% of the appraised value of the hangar facilities beginning in the sixth year of the lease and remaining for the full term. Mr. Cutler also proposes to invest $800,000 in additional airport facilities to include warehouses, T-hangars and office space. In addition, Mr. Cutler proposes to provide the City's 10% share for future federally funded airport upgrade projects that are mutually agreed upon, in exchange for abatement of future lease payments or fuel flowage fees. The lease will provide for a (30) thirty-year term with (2)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 in accordance with the Schedule of Rates and Charges, 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 http://www.cfwnet.org/council_packet/mc review.asp?refnum=C-20086 10/4/2004 / M&C I��vim� �aeu2of2 ' � adjustment. Rent shall also beadjusted in the 1Oth, 15th. 2Oth and 25th years, to reflect the then current applicable ground rental rate. All agreements and b3One will be in accordance with City and Aviation policies. The actual square footage of the lease sites will be determined Upon completion of ground survey. The proposals are in accordance with the Fort Worth Gpinka Airport K8aehe[ Plan and are subject to Federal Aviation Administration airspace review. Due [othe projected time ofcompletion, staff anticipates there will be no new revenue associated with this action for this fiscal year. The Aviation Advisory Board unanimously recommended approval of the proposal at their April 14, 2004 meeting. The details of the project were presented at the May 4' 2004. Capital Improvement and Infrastructure Committee meeting. The property is located in Council District 8. FISCAL ' The Finance Director certifies that the Revenue Division of the Finance Department will be responsible for the collection and deposit of funds due to the City under this agreement. Marc TO Fund/Account/Centers FROM Fund/Account/Centers PE40 491352 0551201 $0.00 Submitted for City Manager's Office by: (]ft (8470) Originating Department Head: Mike Feeley (54O3) Additional Information Contact: Mike Feeley (5403) ATTACHMENTS http://www.cfwnet.org/council_packet/mc—review.asp?refnum--C-20086 10/4/2004