HomeMy WebLinkAboutContract 27875CON�RA��Ef����0��� � �
FURT WORTH SPINK� A�RPORT
OFFICE LEASE AGREEMENT
SUITE ��H"
This' OFFICE LEA�E AGREEIViEI�iT ("Lease") is made and entered into by and
between the CITY QF FORT WORTH ("Lessar"}, a home rule mnnicipal corporation arganized
under fhe laws of the State of Texas, acting by and tk�rough Marc Ott, its duly authorized Assistant
City Mana�er, and AP AVTATYON PROPERT�ES LIlVYTT`ED PARTNERSHIP (��Lessee"), a
Texas corporation acting by and through Brian Shiu, the duly authorized Vice President af
Development at AP Aviatian, Inc., a Texas cor�aoration and Le.�see's sole general partner.
In eonsideration of the mutual covenants, promuises and obligatians contained herein, Lessor
and Lessee agr�e as follows:
1. PROPERTI' LEASED.
� 1. De�nised Premises.
Le��or hereby demises to Lessee 1�4 square £eet of offiice space within Hangar W-1
at Fort Worth Spinks Airport ("Airport"} identified as Suitc "H" and depicted on Exhibit
GtA55' attached hereto and hereby made a part of this Lease for all puzposes (the
��Premuises").
1.2. Furniture and Eauinment Licensed for Lessee's Use.
Lessor hereby licenses to Lessee the use of the furniture and eyui�ment identified on
Exhibit "S", attached hereto and hereby made a part of this Lease for a.11 purposes, from
the Effective Date of this Lease until the expization nf the Initial Term or any Renewal
T�rm or earlier termination of this Lease. Upon receipt of Lessor's written consent, Lessee,
at Lessee's sole cost and expense, may upgrade or replace such furniture and squiprnent a�
necessary far Lessee's use of the Premises and operations at the Airport with furniture ar�d
�quipment of a type and in a condition as good as or better than the eguipmeni identified on
Exhibit "B". Tit1e to any such upgraded or replaced equipment shall vest in Lessor upon
installa�ion in the Premises ut�ess Lessee delivers the corresponding piece of furniture or
equipment Iicensed hereunder to Lessor in accordance with Lessor's instructions, in which
ease title to such upgiraded ar re�laced furniture ar eq�€ipment shall r�main with Lessee.
Lessee may also use and retain title to furniture or eyuipment owned by Lessee other than
the furniture ey�ipment licensed hereunder.
Ot�'tce Lease with
Anthony Properties
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�. TERiVi OF LEASE.
Tbe "Term" of this Lease shall commence at I2:00 A.M. on July 1, 2002 {��Effective
Date") and, unless terminated earlier as provided herein, expire at 11:59 P.M. on (i) June 30, 2007
or (ii} the thirtieth (3Qth) calendar day following issuance of a certificate af occupancy on the
Mandatory Improvements constructed under Lessee's Unimproved Ground Lease at the Airport,
City Secretary Contract No. {the "Ground Lease"), whichever is earlier. If Lessee holds
over after the expiration of the Initial Term or any Renewal Term, this action wili create a month�
to-month tenancy. In this event, for and during the haldover period, Lessee agrees to pay all
applicable rentals, £ees and charges at the rates provided by the Schedule of Rates and Charges or
similarly published schedule in effact at the tune.
3. RENT.
3.1. Annual Rent for Premises.
From the Effective Date until September 30, 2002 Lessee shall pay Lessor rent for
the Premises based on an annual rental rate equal ta $I2.38 per squa�re �oot, or $148.56 per
month. Prior to or on the Effective Date of this Lease, Lessee shall pay ane {1) month's
rent in advance.
3.�. Annual Adiustrnents.
On October 1, 2002, and on Ockaber 1 of each subse�uenf year of tbe Term,
Lessee's rental rate shall be subject to increase by L�ssor to reflect ihe upward percentage
chaage, if any, in the Consumer Price Index for the Dal1as/Fort Worth Metropoli�an Area,
as atmounced lay the United States Department of Labor or successor index and/or agency
during the immediately preceding twelve-mo�th period (`�CPI Change") (i), for the first
increase, since the Effective Date of this Lease and (ii) far each subsequent incxease, since
the effective da�e of the last increase ("Annual Renf Adjustment"); provided, however,
that Lessee's rental rate sha11 not exceed the then-current rates prescribed by the Schedule af
Rates and Charges for the type or types of property at the Airport similar to the type ar
type� of �roperty that comprise the Premises. If the�re is na CPI Change or the CPI Change
is downward, the rental ra�e �ar the Premi�cs shall remain constant until the following
October lst. In no ��ent shall the rental rate for the Prernises ever be adjusted downward,
3.3. Pavment Dates and Late Fees.
Monthly ren� payments are due on or before the frst (lst) day of each month.
Payments must be received during normal worlcing hours by the due date at the tocation for
Lessor's Revenue Office set forth in Section 15. Rent shall be considered past due if Lessor
has not received full payment after the tenth (1Qth) day of the mont� for which payment is
due. Without luniting Lessor's terminatian rights as provided by this Lease, Lessor will
assess a late penalty charge of ten percent {10%} per month on the entire balance oi any
overdue rent that Lessee may accr�e.
Qffiee Lease with 2
Anthany Prc�perties
4. UTILITIES.
Lessee wi11 not be responsible under this Lease for paymen� of any utilities in use on the
Premises.
5. MAI�iTENANCE AND REPAIRS.
5.1. Maintenance and Repaiars bv Lessee.
Lessee agrees to keap and maintain tlae 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. In additian, Lessee specifically agree� that Les�ee, at Lessee'� sole ca�t
and expense, shall he respon�ihde, for all maintenance of and regular janitoriat se�vices
ta the lvbhy, kitchen, ga�age, restr�oarrts and haldways of Hangar W 1. Such
mraintenance and�janitorial services �hall he performed at u frequency speci�ed by the
Director and in accordance with the instructions of the Director. Lessee agrees that,
except as otherwise exp�essly provided herein, all improvernents, trade fixtures, furnishings,
equipment and other personal property of every kind or descriptior� wh�ich may at a�n.y t�me
be an the Premises sha11 be at Lessee's sole rislc or at the sole risk of those claiming under
Lessee. Lessor shall not be tiable for any damage to such property or loss suffered by
Lessee's business or business opera�ions, which may be caused by fihe bursting, overIlawing
or leaking of sewer or steam gipes, frorn �rater fram any source whatsoever, or from any
heating �xtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any
other matter.
�.2. Inspectlon.
5.2.1. Less�r shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the e�ent of an
emergency, Lessor shall conduct during Lessee's ardinary business hours and shall
use �ts best efforts to pro�vide Less�� a# least two (2) hours notice prior to inspection.
5.2.2. If Lessor determines durin.g, an inspectian of the Premis�s that Lessee is
x'esponsible under this Lease far any mainteriance or repairs, Lessor sha11 notify
Lessee in writing. Lessee agrees ta begin such maintenance or repair work
diligently within thirty (30) calendar days fallowing rec�ip# of such noiice and to
then complete such rriaintenance or repair work within a reasonable time,
considering the nature of the work to be dane. I� Lessee �ails to begin the
:recamr�aended maintenance or repairs within such time or fails to complete the
rnaintenanee or repairs within a reasonable time, Lessor may, in its discretion,
perform ,such maintenance or repairs on behalf of Lessee. In �his event, Lessee wwill
reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee's next mont�ly rent payment following completion
of the maintenance or repairs.
Office Lease wiFh
Anthony Prope�ties
�.2.3. During any inspection, Lessor may pearform any obl�ga�ions that Lessor is
autharized or requir�d to p�rform under the terms of this Lease or purse�ant to its
�overninenial duties under federal state or locallaws, rules ar regulations.
5.3. Environmental Remediation.
Lessee agre�s ihat it has inspected the Premises and is fully advised of its own rights
without reliance upon any representation made by Lessor cvncernzr�g the environmental
condition of the premises. LESSEE, AT ITS SOLE COS?' AND EXPENSE, AGREES
THAT IT' SHALL BE FULLY RESPONSIBLE FOR THL� REMEDIATION DF ANY
VIOLATI"ON DF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENT�IR4NMEN7'AL REGULATIONS QR ST'ANDARDS THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERYAIVTS, EMPL�YEES, CONTRACTORS,
SUBCON7'RAC7'ORS OR INVITEES. Lessor shall be responsible far the rernediation of
any violation of any applicabl� federal, state or local environrnen�l regulatio�s ihat is
caus�d by Lessar, its officers, agents, servants or employees. For any violation a£ any
applicable federal, state or local en�ira�unen�al regulatians that is caused by a contrac#or of
Lessor (other than Lesse�), a subcontraetor, prior teriant or ather third party, Lessor shall be
responsibl� for the remediation of the same �r shall take all necessary steps to ensure that
the person or entity causing such vialatian remediates the same.
�.�b. Lessee's Acceutance of Premises.
Less�� accepts the Premises in its present condition as satisfactory �or all purposes
set forth in this Lease.
6. CONSTRUCTICIN AND IMPROVEMENTS.
61. In General.
Lessee rnay, at its sole discretion, perform modificatians, renovations or
improv�n�nts on or to the Premises (coliecti�ely, "Improve�ents") so long as it first
submits all plans, specifica�iox�s and estimates for khe costs of the proposed work in writing
and also requests and receives in writing approval frorn the Director. Lessee covenants and
agre�s that it shall fiiily coinply with all provisions of this Section 6 in the undertaking af
any such Improvements.
Office Lease with
Anthony Properties
6.�. Process for Auproval of Plans.
Lessee's plans �ar Impravem�nts shall confarrn to the Airport's architectural
standards and must also receive written approval from " Lessax's I7epartments of
Develapment, Engineering a�xd Transportation/P�blic Works. All plans, specifications and
work shall confortn to all federal, state and locai laws, ordinances, rules and regulations in
force at the time that the p�ans are presented for review.
6.3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Improvement, inciuding, at a minimum, as-built drawings of each project. As-built
drawings shall be new drawings ar redline changes io drawings previously provided to the
Director. Lessee shall supply the textual documentation in computer format as requested by
Lessor.
6.4. Bonds Required of Lessee.
Prior ta the commencement of any Iuoprovement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Tex�s Gavernment Code, Chapter
2253, as amended, in the full amount of each construction contrack or project. Th� bands
shall guarantee (i) satisfactory complianc� by Lessee with all requirements, terms and
conditions af this Lease, including, but not limited to, the satisfactory completian of the
respective Improvernents, and (ii) full payments ta a11 persons, firms, corporations or other
entities with whorn L�ssee has a direet relationship for the performance of such
Improvements.
In �ieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount eyual to 125% of the fu11 amount af each
construction conlxact or project. If Lessee m�kes a cash deposit, L�ssec shall not be entitled
to any interest earned thereon. Certificates of deposit sha.11 be from a financial institution in
the Dallas-�'ort Worth Metropalitan Area which is insured by the Federal Depasit Insurance
Corporation arxd acceptable to Lessor. The interest earned on the certificate of deposit shaIl
be ihe property of Lessee and Lessor sha11 have no rights in such interest. If Le�see fails to
complete the respective Improveinents, or if claims are filed by fihird parties on grounds
relating to such Impraveinen.ts, Lessor shall be cntitled �o draw dvwn the fiill amoun� of
Lessee's cash deposit ar certificate of deposit and apply the proceeds ta complete ttze
Improvement� or satisfy the claims, pxovided thaf any balance shall be r�nitted to Lessee.
6.5. Bonds Reaeured of Lessee's Cont�ractars.
Prior to the commencement of any modification, renovatian, impravement or new
conshuction, Lessee's respective cantractor �hall execute and deliver to Lessee surety
performance and payment bonds in �ccordarice with the Texas Governmeni Code, Chapter
2253, as amended, to cover the casts of all work performed under such contractor's contract
far such modifications, renovations, improvements or new con�truction. Lessee �ha.11
pravide Lessor wikh copies of such bor�ds prior to the commenc�mant of such
Of#ice Lease witk�
Anthany Properties
modificafiions, renovations, improvements or new construction. The bonds shail guarantee
(i) the faithfial performance and completion of a11 construction work in accordance with the
final plans aa�d specifica�ions as approved by Lessor and {ii) full payment far all wages for
labor and S�TVIC�5 and of all bills for materials, supplies and equipment used in the
performance of the canstructian contract. Such bonds shall name to both Lessor and Lessee
as dual obligees. If Lessee serves as its own contractor, Section 6.�4 shall apply.
6.6. Rcleases bv Lessor Upon Completian of Construction Work.
Lessor wi11 allow Lessee a dollar-far-dollar reimbursement from its eash deposit
aecou�nt or reduction of its claim upon Lessor's certificate of deposit upon (i), whet'e Lessee
serves as its own contractor, verification that Lessee has completed construction work or
(ii), where Lessee uses a contractar, receipt of th� contractor's invoice and verification that
the contractor has completed i�s work and released Lessee �o the extent of Lessee's payment
for such work, including �ills paid, aff davits and waivers of liens.
'�. USE OF PR�MISES.
Lessee hereby agrees to use the Premises soleiy for aviation-related purposes approv�d by
Le�sor in writing.
�. SIGNS.
Lessee rriay, at its sole expense and with the prior written approval of tha Director, install
and rnaintain signs on the Premises related to Lessee's business operations. Such signs, however,
must be in keeping with the size, color, locat�on and manner of display of other signs at the Airport.
Lessee shall maintain a11 signs in a safe, neat, sightly and physically good condi�ion.
9. RIGHTS AND RESERVATIOl�iS OF LESS�R.
Lessor hereby retains tha following rights and reservations:
9.1. Lessee's rights bereunder shall be subject to all existing and future utility easements
and rights-of-way granted by Lessor for the installation, maintenance, inspection,
repair or removal of faciliries owned or operated by electric, gas, water, sewer,
comjnunication or other utility companies. Lessee's rights additi�nally shall be
subject to all rights granted by all ordinances or statutes which allaw such utility
campanies ta use publicly owned property for the provision of utility serviees.
9.2. All fixtures and items permanently attached to any structure on the Prennuises belong
to Lessor, and any additions or alterations made ther�on shall immediately becorne
the property of Lessor, uro�rided that trade fixtures shall remain the property af
Lessee and may be removed so long as Le�see repairs any damage caused #hereby.
Office Lease with
Anthony I'roperties
9.3. Lessor reserves the right to take any action it considers necessary to protect the
aer�al approaches of the Airpc�rt against obstruction, including, but not limifieci ta,
the right to preveni Lessee from erecting or petmitting to b� erected any building or
other structure which, in the opinion of Lessor, would limit �he usefulness of the
Airport, constitute a hazard #o aircraft or diminish the capabiliry of existing or future
avigational or navigational aids used at the Airport. �
9.4. Lcssor reserves the right to close temporarily the Aizport or any of its facilities for
mair�tenance, impro�ements, safety or security of eifher the Airport or the public, or
£ar any other cause deemed necessary by Lessor. In this event, Lessor shall in no
way be lia�le for any damages asserted by Lessee, including, but not limited to,
damages fram an alleged disruption of Lessee'� business operations.
9.�. This Lease sha11 be subordinate to the pravisions of any existing or future agreement
be�ween Lessor and the United States Governrnent which rela�es to the operation ar
maintenance of the Airport and is reyuired as a condition fQr the �xpenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
9,6, During any war or national emergency, Lessor sha11 have the right to iease any part
of the Airpart, including its landing area, to the United States Goverrunent. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the Iease 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 Governrnent.
9.7. Lessor covenants and agrees that during the teanm af this Lease it will operate aud
maintain the Airport and its facilities as a p�blic airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the Uni�ed States Govern�nent
thraugh the Federal Airport Act, a public dacwnet�t which is on fi1e in Lessor's City
Secretary's Office and which is incorporated herein by reference for aIl purposes.
Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be
subordinate to the Sponsor's Assurances.
Office Lease with
An#hony Properties
� 0. INSURANCE.
10.1, Tvnes of Covera�e and Limits.
Lessee shall procure ar�d maintain at a11 times, in full force and effect, a policy ar
policies of insurance as specified in this Section 1Q, narn�ng the City of Fort Worth as an
addi�ional insured and covering aIl risks related to the leasing, use, occupancy, maintenance,
existence ox location of the Premises. Lessee shall obtain the following insuranee coverage
at the limits specified herein:
� Commercial Genearal Lia�iliiv:
$300,000 per �cc�rrence,
including products and campleted aparations.
In addition, Lessee sha11 be responsible for all insurance to cflnstruction, irnprovements,
modifications or re�o�ations to the Premises and for personal property of its own or in its
care, custady or control.
10.2. Adinstments to Rept�ired Co�era�e and Limits.
Lnsurance requiremen.ts, ir�cluding additional types of co�erage and inc:reased limits
vn exist�ng coverages, are subject to change at Lessor's option and as neccssary to cover
Lessee's operations at the Airport. Lessee will accordingiy comply wfth such new
require�nents within thirty' {30) days following notice to Lessee.
1Q.3. Certificates.
As a conditian precedent to the effectiveness of fihis Lease, Lassee shall furnish
Lessar with appropriate certificates a� insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenar�ts and agrees t�at not less than thirty (30) days prior
to the axpiration of any insurance policy required hereunder, it sha11 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 covarage in fii11 force and effec�.
10.4. Additiona� Reauirements.
Lessee shall maintain its insurance with underwriters authorize.�l to do business in
the State of Texas and which are satisfactory to Lessor. The palicy or policies of insurance
shall be endorsecl to cover all oi Lessee's operations at the Airport and ta pro�vid� that no
material changes in coverage, including, but not limited to, canc�llation, termination, non-
renewal vr amendment, shall be made withvut thirty (30} days' prior w�tten notice to
Lessor.
ll. INDEPENDENT CONTRACTOR.
Offiee Lease with
Anthony Proper�ies
it is expressly understovd and agreed that Lessee shall operate as an independent coniractor
as to all rights and privileges granted herein, and nat as an agent, representative or employee af
Lessor. Lessee shall have the exclusive right to control t�ie details of its operations and acti�iti�s on
tS�� Premises and shall be solely responsible for the acts and omissions of its officers, agents,
se�vants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee
acknawledges that the doetr�ne of respondeat superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that
nathing herein shall be construed as the creation of a parinership or joi�t enterprise between Lessor
and Lessee.
1�. LIABTLYTY AND IIriDEMNIFICATION.
I�LSSEE SHALL BE LIABLE A�VD RESPONSIB�E FQR ANY CLAIMS, DEMANDS,
LAWSUITS 011 OTHER ACTIDNS F�R DA.MAGES OF A1VY KIND, INCLUDING, BUT
N�T LI1YfITED TD, PROPERTY LOSS, PROPERTY DAMAGE AND/4R PERSONAL
INJUR�' OF ANY KIND, INCLUDING DEAT'H, T4 AN�' AND ALL PERSONS, OF ANY
KIND OR CHARA CT'ER, WHETHER REAL OR ASSER?'ED, TO THE EXTENT CA USED
BY THE NEGLIGEN�' OR WILLFUL ACT(S) OR DMISSIDN(S% OF LESSEE, ITS
OFFICERS, AGENT'S, SER VANTS, EMPLOYEES AND/OR SUBLESSEES. INADDITION,
LES,SEE, AT LESS'EE'S OWN EXPENSE, SHALL INDEMNIFY, D�'FEND AND H4LD
HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANT'S AND/OR EMPLOYEES,
FROMAND AGAINST ANY CLAIM, LAWSU�T OR OTHER ACTIONFOR D�MAGES OF
ANY I�IND, INCLUD.ING, BUT NOT LIMITED TO, PROPERTY DAMAGE UR LOSS
(INCL UDING ALLEGED DAMAGE OR LOSS TO LESSEE'S B USIIVESS AND A1VY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, I�YCLUDING DEATH, TD
A1VY AND ALL PERSONS, OF ANY ATND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CA ffSED BY THE NEGLIGENT OR WILLFUL ACT(S) OR
OMISS�ON(S) OF LESSEL�, fT'S OFFICERS, AGENTS, SERVANTS, EM�LO�'EES
�411'D/OR SU,BLESSEES
LES�S'OR DOES NOT GUARANTEE POLICE PROTECTI0IY TD LESSEE OR ITS
PROPERT�: LESS�R IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO
MA�IVTAIN LE�SOR'S CERTIFICATI�N UIVDER EAA REGULATIONS LESSEE
S�IALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA PERTAIN.ING
TD AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LES�EE'S
OPERATIONS THEREDN AlYD SHALL C�UPERATE WITH I,ESSOR I1V THE
1MPLEMENTATI4N A1VD EIVFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPOl2T. LESSEE �HALL P�IYALL FINES I1IIPOSED BY THE FAA ON LESSOR QR
LESSEE RESULTING FROM LESSEE'S FAILURE 7'O COMPLY WITH S�TCH FAA
REGULATIDNS APPLICABLE 7'O THE PREMISES OR TO PREYENT UNAUTHORIZED
PEI�S'ONS OR PARTIES FROM THEIR OB?'AINING ACCESS TO THE AIR OPERATIDNS
AREA OF THE A.IRPORT FROM THE PREMISES.
13. WAIVER OF CIiARITABLE IMMUNITY OR EXEMPTIOI�.
Office Lease with 9
Anthpny Properties
If Lesse�, as a charitable association, corporation, partnership, individual enterprise or
entity, clai.ms unmunity to or an exemption fram liability for any kind of property damage or
personal damage, injury or death, Lessee hereby expressly waives its rights to plead defensively
any such immunity or exemption as against Lessar.
14. •- DEFAULT, REIVIEDIES A1�1D OTHER TERI�IINATI01� RIGHTS.
14.1. Failure b� Lessee to Pav Rent, Fees or �ther Charges.
If Lessee fails to pay any rent, fees ar other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice vcrithin �en {1 a)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall
1�ave the right to terminate this Lease immediately.
14.2. Failure to Have or Mauitain FSO Certification.
If Lessee's FBD Permit is lawfu�ly revoked or la�vfirlly not renewed, Lessor shall
have the right ta terminate this Lease immediately upon provision of written notice to
Lessee.
14.3. Failure ta Comnlv with Other Terms or Conditions.
If Lessee breaches ar defaulks under any pravisian of this Lease, other than those
breaches or defaults that are addressed by Sections 14.1 and 14.2, Lessor shall deliver
written notiee io Lessee specifying the nature of such breach or default. Lessee shall have
thirty (30) calendar days follawing such written notice to cure, adjust or correct the problem
to t�e standard existing prior to the breach. If Lessee fails ta cure the breach or default
within such �une period, Lessor shall have the right ta termi.nate this Lease immediately;
pravided, l�owever, t.�at in trie event such breach or default cannot reasonably be cured
within thirty (30) calendar days following such written notice, Lessee shalI not be in default
if Les�ee commences to cure, adjust or correcf the problem within such thirty {3Q) day
period an.d thereafter diligently and in good faith pursues such cure, atljusttnent or
correction to conclusion.
14.4. Termination nf Ground Lease.
If Lessee's Ground Lease is lawfi�lly terminated, Lessar shall have the right to
tertninate fihis Lease irnnzediat�ly upon pravisinn of written nvtice to Lessee.
14.�. Ri�hts of Lessor Unon Termina�ion or ExAiration.
Ugon �ezmin.atian ox' expiration of this Lcas�, all rights, powers and privileges
granted to Lessee hereunder sha11 cease and Lessee shall vacate the Fremises. Within tweniy
(20) days following the effective date of termination or expiration, Lessee sha11 remove
from the Pr�mises 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 fiill possession of the Premises, by force if necessary, and to remove any
Office Lease with 1Q
Anthony E'roperties
and all parties and property rernaining 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, whicb may stem fram I�essor's lawful t�nnination af this Lease or any act
incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights
gratated hereunder, exc��ding such acts of Lessor's negligence which cause direct damages
to Lessee.
1�. NOTICES.
Notices required pursuant to the provisions of ihis Lease shall be conclusively determined
to have been delivered when (i) hand-delivered to the other party, its agents, employees, setvants or
reparesentatives, or (ii) deposited in the United States Mail, pastage prepaid, addressed as fallows:
To LESSOR:
For Rent:
City of Fc�rt Warth
Revenue Office
1000 Throckmorton
Fort Worth T� 76102
For Ali Other Matters:
City of Nort Wortb
Aviation Department
4201 N. Main St. Ste. 200
Fort Worth TX 7b 106
To LE�SEE:
Anthony Properties
Attn: R. Jay Anthony
12770 Coit Road, Suite 1170
DaIlas TX 75251
With a Copy to:
3ames I�evin Flynn
Scheef & Stone, L.L.P.
5956 Sherry Lane, Suite I404
Dallas TX 75225
16. ASSIGNMENT AND Si.TBLETTII�TG.
16.1. In General.
Lessee sha11 nat assign, sell, convey, sublease or transfer any of its rights, priWileg�s,
duties or interests granted by this Lease without the advance written consent of Lessor,
which consent shall not be unreasonably withheld or delayed.
16.2. Conditio�s of Apvroved Assi�nme�ts and Subleases.
Of�ice Lease witl� 1 l
Anthony Properties
If Lessor consents to any assignment or sublease, a11 terms, cavenants anc�
agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee
or subless�e shall be bound by the terms and condi�ions of this Lease the same as if it had
originally executed this Lease. The failure oz refiisal a� Lessar ta approve a requested
assignrnent or sublease shall nat relieve Lessee of its obligations hereunder, including
payment of rentals, fees and charges.
1'�. LIEl�'S.
i'�.L Liens bv Lessee.
Lessee acknowledges that it has no authority to engage in any act or to make any
cantract which may create or be the fota�dation far any Iien upon the property ar interest in
the property of Lessor. If at�y such purported lien is crea�ed or filed, Lessee, at.its sole cost
and e�pense, sha111iquidate and discharge the same within thirty� (30} days of sue�a creation
or filing. Lessee's failure io discharge any such purported lien shall cans�itute a breach of
this Lease and Lessor may tern�inate 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 follawing termination of this Lease and ttntil such a tirne as the lien is
di5charged.
1'�.2. Lancllord's Lien.
IN ADDl�`IOIV TO ANY APPLICABLE STATUT4RY LANDLORD'S LIEN,
LES'SE� GRANT,S TO LESSOR, .IN CiRDEI� TD SECURE PERFORM�NCE BY
LESSEE OF ITS OBLIGATIONS UNDER 7�IIS AGREEMENT, A SECURITY
INTEREST IN AL� GODDS, INVENTORY, EQUIPMENT, FIXT'URES,
FURNITURE, IMPROYEMENTS, CHATTEL PAPER, ACCOUNTS AND GENERAL
.INTANGISLES, AND OTHER PERSONAL PROPERTY OF LESSEE NOW OR
HEREAFTER SITUATED ON OR IN THE PREMISES OR OTHER�VISE
RELATING TD LESSEE'S USE OF THE PREMISE�, AND ALL PROCEEDS
THEREFROM (THE "COLLATERAL"). IF LES'S011 TERMINAT�S THIS
AGREEMENT' FOR A FAIL URE BY LESSEE TD PAY LESSOR RENT' OR FOR ANY
OTHER BREACH 4R DEFA ULT BY LESSOR, LESSOR MAY, IN ADDITION TU
ALL O�HER REMEDIES, WITHOUT N4TICE OR DEMAND EXCEPT AS
PROVIDED BEL�W, EXERCISE THE RIGHTS AFFORDED A SECURED PARTY
UNDER THE TEXAS UIVIFORM COMMERCIAL CODE ("UCC"j. IN
CONNECTION WITH ANY PUBLIC �R PRIVATE SALE UNDER THE UCC,
LESSOR SHALL GIVE LESSEE FIVE (S) CAL�NDA12 DAYS' PRIOR WRITT'EN
NOT�CE OF THE TI1V�E AND PLACE OF ANY PUBLIC SALE OF TI�E
COLLATERAL OR OF THE TIME AFTER WHICH ANY PRIVATE SALE �R
4T'HER INTENDED DISPQSITION THEREOF IS TO BE MADE, WHICH IS
AGREED TO BE A REASONABLE NOTICE OF SUCHSALE OR DISPOSIT'�"ON.
Upan Lessor's advance written consent, which shall not be unreasonably wi�hheld or
delayed, Lessor's security interest in the Collate�rai may be subordir�ated to a third party
Iender if the lender demands such subordination as a condition of financing Improvements
undertaken by or on behalf of Lessee.
Ot�ice Lease with 12
Anthony Properties
l�. T�XES AND ASSE�SMENTS.
Lessee agrees to pay any and all %deral, state or local taxes or assessments which
may lawfully be levied against Lessee due to Lessee's use or occupancy o� the Premises or
any unproverrients or property placed on the Premises by Lessee as a result of its
occupatacy. Lessee alsa agr�es to pay any and all fec�eral, state or l�cal ta�ces or assessment�
which may lawfully be levied against Lessor due to Lessee's use or occupancy of the
Premises or property placed on the Premises by Lessee as a result of its occupancy,
including, but noi limited to, the Mandatary Improvements and arry Discretionary
Improvemerits.
19. COMPLIANCE VVITH LAWS. URDINAl�TCES. RULE� A1�TD REGULATIONS.
Lessee covenants and agrees that it sha11 not engage in any unlawful use o� the Premises.
Lessee further agrees that it shall nvt pe�xnit its officers, ag�nts, servants, employees, contractars,
subcontractors, patrans, lic�nsees or invitees to engage in any unlawful use af the Premises and
Lessee immediately shall remove from the Premises aray persan engaging in such unlawful
activities. Unlawfiil use of the Premises by Lessee itself sha.11 constitute an immediate breach of
this Lease.
Lessee agrees �o camply with all federal, state and loeal laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to �he conduct required at airport� owned and
operated by Lessor, as such laws, ordinances, rules ar�d regulations exist or may hereafter be
amended or adopted. Tf Lessor notif�es Lessee or any of its office:rs, agents, employees, contractors,
subcontractors, licensees or invikees of any violatian of such laws, ordinances, rules or regulations,
Lessee shall immediately desist from and correct the violation.
20. NON-DISCRi1VIINATION COVENANT.
Lessee, for itself, it� persa;�al representatives, succassors in interest and assigns, as part of
the consid�ration herein, agrees as a covenant rur�ning with the land that na persan shall be
axcluded from participation in or denied the benefits of Lessee's �se of the Premises on the basis af
race, colar, nanonal arigin, religion, handicap, sex, sexual orientation or familial status. Lessee
�uriher agrees for itself, its personal representatives, successors in interest and assigns that no
persan sha11 be excluded from the provision of any services on or in the construction af any
improvements or alterations to �he Premises on grou,nds of race, color, naiional origin, religion,
�tandicap, sex, sexual orientation or fa.milial status. Lessee agrees to fumish its accanunodations
and to price its goods and services on a fair and equal basis to all persons. In addition, L�ssee
covenants and agrees that it wi11 at all tirmes comply with any requirements imposed by or pursuant
to Title 49 of the Code of Fedeeral Regulations, Part 21, Non-Discrimination in Federally Assisted
Programs of the Department of Transportatiorz and with any� amendments to this regulation which
rriay herea$er be enacted. If any claim arises from an a�leged violation of tY�is non-discriminaHan
Oftice i.ease with 13
.A�thar►y Properties
covenant by Lessee, its personal representatives, successors in i�terest or assigns, L�ssee agrees to
indemnify Lassor and hold Lessor harmless.
�i. LICEliTSES AND PERMITS.
Lessea shall,-at its sole expense, ohtain and keep in effect all licenses and pezmits necessary
for �he aperation of its ope�rations at the Airport.
22. GOVERNMENTAL PQWERS.
It is understood and agreed tha� by execution of this� Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of ei�her party to insist upon �he performance of any term or provision of this
Lease or ko exe;rcise any right granted herein shall nflt constitute a waiver of that party's right to
insist upon appropriate performance or to assert any such right on any future occasion.
�4. VEI�] UE AI�D 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, ve�ue for such actaon shall lie in
state courts located ita Tat�ant Cou�nty, Texa� or the United States District Couri for the Northern
District a� Texas, Fort Worth Division. This Lease sball be construed in accordance with the 1ar�vs
of the State of Texas.
2�. SEVERA�3ILITY.
If an}+ provision of this Lease shall be held to be in�alid, illegal or unenforceable, the
va.lidity, legality and e�aforceabiliiy of the remaining provisions shall not in any way be affected or
impaired.
26. FORCE MAJEURE.
Lessar and Lessee shall exerGise every reasonable �ffort to meet their respective obligations
as se� forth in this Lease, but sha11 not be held liable for any delay in or amissian of performance
due to force majeure or other causes beyond their reasanabl� control, including, but not 1ir�ited to,
complianee with any government law, ordinance or re�ulation, acts of God, acts af amission, fires,
s�rikes, loc�outs, a�ational disasters, wars, riots, material or labor restrictions, transportation
problems andlar any other cause beyond the r�asonable control of Lessox or Le�see.
OfCce Lease with 14
Anthdny Prnperties
�'�. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are f�r reference purposes only and shall not be
deemed a part of this Lease.
2�. ENTIRETY OF AGREEMENT.
This written instrument, including any documer�ts attached hereto or incarporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns
a!nd successors in inter��t, as to the matters contained herein. Any prior or contemporaneous ara� or
written agreement is hereby declared nu1l and void to the extent in canflict with any provisions of
this Lease. The tenns and conditians o�this Lease sball not be amended unless agreed to in writing
by both parties and approved by the City Council of Lessor.
IN WITNES5 WHEREOF, the parties hereto have executed this Lea�e in mu�tiples, this
day of , 20Q2.
[SIGNATURES FOLLOW 1MMEDIATELY ON NEXT PAGE]
Ot�ice Lease with I S
Anthony Properties
CITY OF FORT WQRTH:
:
ATTEST:
B '� l ���-,�
y� _ ---
C�t�r Secrei�ry
APPROVED AS TO FORM AND LEGALITY:
�� ,
J .�R -� - i� ��
Assistant City Attar�
M & C: L-13318 06-04-02
Office l.,ease with
Anthony Properties
AP AVIATION PR�PERTIES LIMITED
PARTNERSHIP:
By: AP Aviation, Inc.,
its sale General Partner:
I6
� C}�-r
By: �
Brian Shiu
Vice President of Deve�apment
ATTEST:
BY� _�-----
.`�-.�Z,�'c�►.�'�
yUV �
�
� Ulis� VI �N
- - -., (��
� 1. c_
STATE OF TEXAS
COUNTY QF
BEFaRE ME, the undersigned authority, a Notary Pu�lic in and for the 5tate of Texas, on
this day personally appeared Brian Shiu, Vice President of De�elapment of AP Aviation, Inc.,
known to me to be the person whose name is subscribed ta the foregoing in�trurnent, and
acknavvledged to me that the same was the act of AP Aviatian Fraperties Limited Partnership
and that he executed the same as the act of AP Aviation Properties Limuited Parknexship for the
purposes and consideration therein expressed and in the capacity therein s#ated.
GNEN UNDER MY Y�IAND AND SE�1L OF OFFICE this �, day of ,
2002.
��..�. �.�. �.�-�� �
�F�`�� Ch�iatlna .lah�son
+�� �� TJy Gommission Facpires
��� Jenuery 29, 2006 ;
STATE OF TEXAS
COLINTY �F TARRANT §
Notary Public in and ate of Texas
BEFORE ME, the undersigneci �.utharity, a Notary Pubiic i� and for the State af Texas, an
this day personally appeared Marc Ott, known to me to be the person whose name is subscrib�d to
the foregoing instrument, and acknowledged ta rrie that the same was the act of khe Ciky of Fort
Worth and that he executed the same as the act of the City of Fort Wo�th £or the purposes aud
consideration therein expressed and iut� the capaciiy therei�a stated.
GNEN UNDER MY HAND AND SEAL OF OFFICE this � day a ,
2ooz. °
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t�otary �ublia, 3tate of T�s
Niy Cammis�fun �xPires
Juty 8�, ?A03
I
�S� IP�t
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otary i'nblic in and for the State of Texas
Office Lease with
Anthany Praperties
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E�IT i�B"
NI.JMBER
FURNITURE AND EOUIPMENT LICENSED FOR LESSEE'S USE
DESGRll'T10N
SEIiIAI. N0.
1
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Unicom Base Radio, 300-B-1 VVulfsburg Radio and
As�ociated Antenr�a
Cash Register, Casio CE-300
Floor Safe
Leather CoucY� {Old FBO Furniture}
Leather L,ove Seat (Old FBO Furniture}
Leath�r Chair (Old FBO Furniture)
Caffee Table (Old FBO Furniture)
End Tahles (Old FBO Furniture)
Refrigerator, Amana 20
Sofa Table
Large Cabinet
High Back Stools
Fli�ht Planning Tab�es
Computer Stand
319
2�2973
30845
N/A
N/A
NIA
N/A
NIA
29�411
NIA
N/A
N/A
N/A
N/A
Office Lease with i $
Anthony Propeeties
�`ity o�Fort. �oYih, T'�as
M�y�r and Cou�ci[ Cor�rr���ic��io�
DATE - REF�RENCE NIJMBER LOG NAME PAG�
6/4/02 . **�-� ��� � �5FB0 I � af 2
SUBJEC7 AUTHORIZE LEASE AGR EkVfENTS W1TH ANTHONY PROPERTIES FOR F1XED
BASE OPERATOR SERVICES AT F�RT WORTH SPENKS AIRPORT
RECOMMENDATION:
� I# is recomm�nded that the City Cauncil:
' 1. Authorize the City� Manager to iss�e a Fixed Base Operator permit to An#hony Properties fior
� operation af a Fixed Base Operator facility at Fort 1JV�rtY� Spinks Airport; and
2. Execute an Office Lease AgreemEnt w9th Ahthony Properti�s fflr 14� s�caare feet af property in #he
, �ixed Base Operatc�r Hangar at For� Worti�� Spinks Airport; and
' 3. Execute a Hangar, Associated Ramp and Tie-dawn 5paces �ease Agreement with P►nthony
�' � Praperties at �art Worth 5pink$ Airport; and -
4. Execute a Fuel Farm L�ase Agreement with Anihony Properties for 6,500 square feet of adjacent
}�roperty at F'c�rt�Worti� 5pinks Airport. � .
DISCUSSION;
Anthony Prop�rties, through its Vice Presic�eni af Operations, Brian Shiu, propases to �egin Fixed Base
Opera#or services ai Fort Warth Spinks Airpart. The Ci#y �urrently pro�id�s th�ese services, and wi#h
this action, wiEl transition the pravisian of the servicas to Anthany Properties on Jufy 9, 2002. In order to
accamplisl� this, the foIlQwEng agreemer�ts are necessary: �
� Fixed Base.Operator �FBO) Permit: Anthony Properties requests an �BO permit for the rigt�t fio sell
fuel and pro�ide ather FB�O services at Fort Wor�h Spinks Airport. The term of the permit wikl begin
or� ,�uly 1_, zaoz, and axpire June 30, 20Q7. The permit will autamat�cally renew for another 5 year
term if Anthony Properties is per�orrrting such services in compfiance with the Aviatian D��artment's
FBD Minimum Standards then in effec#; and ,
An Qffice Lease for 144 square feet af office space in ihe current FBO. Hangar. In order to begin
FBO s�rvices, Anthony Properties has proposed to lease 144 square feet of praperty in the FBO
Hangar that includes the service counter an� assaciated space currently used by the City to pro�ide
the FB� s�nrices. The initial annua! reven�e from this lease wili be $�,78Z.72, or $148.56 per
month. - The term of #his lease will begin on July 1, 20Q2, anci expire on ihe date t�at Anthony
Properties �egins operation in their hangar to be buiit narth af the existing hangar. At that time, the
space wi[I revert to the City whicf� wil] be fr�e for lease to snother party. During the iime that
Anthar�y Properties 1�asas the office space, they agree to be f�lly rasponsible for custodial and
management duties associated with the commfln areas in the hangar, incl�ding the lo�by, halhr+ray,
restro�ms, and kitchen; and
�"ity o�.�'ort T�orth, T'exas
M�yor a�d Council Corr�mu�i��tion
DAiE
6/4102
SUBJECT
REFEi�EIVCE NUMBER LOG NAME
�'*Ly"� 33'� �
A Hangar Lease Agreement for the 'i0,000 s�uare foot hangar, 39,Oa0 square f�et af ramp spac.e,
and 20 aifcraft tie-down spaces. The initial an�ual re�enue from th� I�angar will be $13,800A�, or
$1,15Q.00 per rnonth. The initial revenue from the ramp will be $7,80Q.Q0, nr $650.00 per month.
'The aircraf� tie-downs wilf yield $10,080.00 annuaE�y, or $840.fl0 per month. The total annual
revenue from this lease will be �31,680,D0, or $2,64D.00 p�r month. The term af the lease will
begin on July 1, 2D02, ar�d expire June 30, 20D7. The Iease wi1E automaticaffy renew for another 5
year term if Anthony Prop�rt9es is in compliance with the Minimum Standards then in effect. The
lease will �e subject to a� annual incr�ase ta reflect �he upward percentage change in the
Consumer Price Index f�r the preceding year; and �
A Fue! Farm Lease with 6,500 square feet of improved property. Anthany Pra�erties will iease the
fuel farm at tt�e current prevailing rate flf $273.fi9 �er month, or $3,284.28 on an annual basis.
They will also lease 6,�QQ square� f�et of improved praperty adjacent #o the fuel �arm far the
installation of a seif-serve fueling facility. The init�af revenue fram this lease will be $1,300.00 per
year, or $108.33 per month. The term of the lease will be from July 1, 2002, to June 3D, 2007, and
will automatically renew if Anthony ProPerties is in compfiance with the Minimum Sfian�ards as they
ap�ly to FBQ operators. The lease wi�l be subject to an an�ual increase to reflect the upward
perceniage char�ge in the ConsUmer Price Index for t�ie preceding year, This lease wi�l be in
c�njunction wiff� the FBO permit: If that permit sho�l� be r�voked for any reason, this lease will
become null and -void.
The total annual rev�nu� from these lease agreements will be $38,046.98, or $3,170.58 on a monthly
basis. Th� rever�ue from Ju{y �, 2002, to the end of Fiscal Year 2Q01-2Q02 will be $9,511.74.
FiSCAL INFORMATlONICERTIFICATION:
The Finance Directar certi�ies that tne Revenue Office of tne Finance Department wil] be responsihle for
tF�e collection and deposit of funds due to the City under these agreements.
BG:n
5ubmitted for City Manuger's
Offlae by:,
Btidgetto Ga�rett (Actiag)
�riginating Depart�nent Head:
Lisa A. Py{es
Additianal Infarmation Contact:
ACCOiJ1�T I CENTER • I AMOUNT
PAGE
2of2
AlJTH4RIZE LEASE AGREEMENTS WITH ANTHONY PROPERTIES FOR FIXED
BASE OPERATOR SERVICES AT FORT 1NaRTH SP1NK5 AIRPORT �
6140
5403
FCJND
{to)
PE40
P E40
PE40
PE40
(from)
491312
491412
491472
491a52
05520Q2
0552�02
0552002
Q552002
56FB0
$3,895.68 I
$2,77i.07 �
$2,520.OQ �
$ 324.99
CITY SECRETARY
APPROVED 06/d4102
Lisa A. Pyles 5�t03