HomeMy WebLinkAboutContract 27877CIYY S�C�iEi�RY ��� �
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FORT WORTH SPI1iTK5 AIRPORT
Ull1IMPROVED GROUND LEASE AGREEIVIEI�IT
WITH 1VIA�DATORY Ili�IPROVEMENTS
LEASE SITES W�7, W�� AND W�9
.
�'-"��� - This UNIIVIPRQVED GR�U1�D LEASE AGREEII�IENT (��Lease") is made and entered
�'' �,' ���.into by and b�tween the CITY OF FORT WORTH ("Lessor"), a home rule municipal
cof'pc�r�on organized under the laws of thc: State oFTexas, acting by and through Marc Ott, its duly
authorized A5S15�ilt City Manager, and AP AVIATION PRQPERTIES LI�IITED
PARTI�TERSHIP (��Lessee"), a Texas corporati
authorized Vice President af Development of AP
sole g�neral partnar.
�n acting by and ihraugh Brian Shiu, the duly
Aviation, Inc., a Texas corporation and Lessee's
In cansideration of the mutual covenants, promises and obligations contained herein, Lessor
and Lessee agree as follows:
1. PROPERTY LEASED.
1.1. Demised Premises.
Lessor hereby demises to Lessee approximately 25,204 square feet of improved
property and 30,240 square feet of unimproved land at Fort Warth Spinlcs Airpart
{��Airport"} identified as Lease Site W-7 on Exhibit "A", attached hereto and hereby made
a part of this I.ease for aIl purpases (the "Premises"). Less�e, at Lessee's sole cost and
ex}�ense, shall have the 1'remises surveyed and, after Lessor and Lessee ha�e approved such
survey, the survey shall be incorporated herein fflr all purposes and, if agreed fo by both
Lessor and Lessec, rnay be attached to this Lease as part of ar as a replacement to Exhibit
�SA„
1.2. Ri�h� of First Refusal to Lease Additional Airport Frot�erty.
Subject ta the provisions of this Section 1.2, Less�e sha11 have a right of first refusal
to lease those parcels of land at the Airport identified as Lease Sites W-8 and W-9 on
Exhibit "A" (collccti�ely, the "Additinnal Premises"). Lessee, at Lessee's sole cost and
expense, shall have the Additional Premises surveyed and, after Lessor and Lessee have
appraved such survey, the survey shall be incorporated herein for alI purpases and, if agreed
ta by both Lessor and Lessee, may b� attached to this Lease as part of or as a replacement to
Exhibit "A". The rights of first refusal granted under this Sectian 1.2 apply only to Lease
Site W-8 in its entireiy and Lease Sit� W-9 in its entirety. Lessor may in its discrefion, but
shall not be obligated, to allow Lessee to lease only a partion of one or both such I,ease
�ites.
Impro�ed Ground Lease with
Anthony Prope�tias
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1.�.1. Prior to Comnletion of Phase I of Develoument Imqrovements.
Except as otherwise provided by this Section 1.2, from the Effeeti�e Date of
this Lease through May 31, 2004, Lessee shall have a right oi first refusal to lease
the Additional Premises at rental rates for comparable �vest side Airpvrt property, as
specifi�d by the Aviation Department's published �chedule of Rates and Charges
("Schedule of Rates and Charges") in effect at the time of Lessee's exercise ai
such right of first refusal; provided, however, that, subject to Section 15.4, ihis right
of first refusal shall automatically terrninat� to th� extent that a third party leases any
prflperty comprising any portion of the Additional Premises in accordance with
Section 1.2.5 of this Lease. The Schedule of Rates and Charges is a public
document on file in Lessor's City Secretary's Office and is incorporated�herein for
aIl purposes.
1.2.2. After Combletion of Phase I of Develanment Improvements.
Exeep# as otherwise provided by this Section 1.2, if a certificate of
occupancy is issued on or befare May 31, 2004 for Phase I of the Mandatory
Improvements, as d�fined in Section 7.1 and set farth in Exhibit "B", then L�ssee
shall continue to have a right of firs# refusal to Iease aIl unleased portions of the
Additianal Premises through Novemher 3�, 2045 at rental rates for comparable west
side Airpark property, as specifi�d by the Schedule of Rates and Charges in effect at
the time of the exercise of such right of first refusal; provided, how�ver, that, subject
ta Scction i5.4, t�is right of first refusal shall automatic�.liy �erminate to the extent
that a third party leases any property co�nprisin� any portion of the Additional
Prernises in accordance with Section 1.2.5 of this Lease. If a certificate of
accupancy has not been issued far Phase I af the Mandatory Impro�ements on ar
bafore May 31, 2004, then Lessee's right of first refusal to lease any af the unleased
Addi�ional Prernis�s shall expire on May 31, 2004.
1.�.3. After Cornnletion of Phase II vf Development Ymprovemenfs.
Except as atherwise prflvided by this Section 1.2, if Lessee has previously
exercised a righ# to lease a portion, but not all, of the Additional Premises for
construction of Phase II af the Developrnent Impravements, as defined in See�ion
7.1 and set forth in Exhibit "B", and a certificate of accupancy is issued on or b�fare
November 30, 2005 for Phase II of the Development Impror�ements, then Lessee
shall continue to have a right of first refusal to lease all unleased portions of the
Additianal Premises through August 31, 2QD6 at rental rates for cornparable west
side Airport property, as specified by the Schedule of Rates and Charges in effect at
the time of the exercise of such right of #'�rst refi�sal; pro�ided, however, that subjcct
to Sectian 15.4, this right of first refusal sha11 autamatically terminat�; to the extent
tha� a third party Iea�es any property comprising any portion of the Additional
Premises in accordar�ce with Section L2.5 of this Lease. Ii a cartificate of
occupancy has not been issued far Phase II of the De�elopment Tmprovements on or
Unimproved Ground Lease with Z
Anthony Properties
befare November 30, 2005, then Lessee's right of first refusal to lease any af the
unleased Additianal Premises shall expire on Na�vember 30, 2005.
1.�.4. Consideration.
As considera�ian for Lessee's right of �rst refusal to lease the Additional
Premises granted hereunder, beginning an the Effective Date of this Lease, Lessee
shall pay Lessor an annual, non-refundable sum equal to Four Cents {$0.0�4) for each
square foot comprising all unleased portions of the Additional Premises, prorated as
appropriate.
1.�.5. Procedures for L+'xercise of First Ri�hi of Refusal.
Ii a third party submits to L�ssor (i} a proposal far devslopment of a11 or any
portion of the Additional Premises; and (ii) constructifln drawings related to such
proposal Chat are sufficient for issuance of a building permit; and (iii) a standard
lease application fee for the Lease Site(s} in question, then Lessor shall notify
Lessee in writing as soan as practicable and shall give Lessee not less than ninety
(90} calendar days following recaipt of al1 items set forth in subsections (i) through
(iii) above to submit its own proposal for dev�Iopment of the partion of the
Additional Premises in qu�stion, including constructian drawings of the same detail
as r�quired of the third party proposer and a standard lease application fee %r the
portion of the Additio�al Premises in question. If Less�e's proposal for
develapment of the portion of the Addiiional Prerr�ises in question meets or exceeds
any praposed developmcnt by the third party, as reasonably determined by Lessor in
its sole discretion, then Lessee will be deemed ia have exercised its right of first
refusal to lease such portion of the Additional Premises upon written acceptance by
Lessor of Lessee's proposal for development and such partion of the Additional
Premises shall be added to the Prenaises as provided by Section 1.2.6. If (i} Lessee
fails �o submit su�h a proposal in accordarice witii Lessor's instructions or (ii)
Less�e's proposal iar development of the portion af the Additional Premises in
qttestion does not meet or exceed any praposed development by the third party, as
reasonably determined in gaod faith by Lessar in its sole discretion, then Lessor
sha11 be fr�e to lcase such portian of the Additional Premises to a ihird party and
Lessee shall r�o longer have any r�ghts in or to suc�i portion of the Additional
Premises.
1.2.6. IncarporaNan into Premises.
If any portion of the Additional Premaises are leased to Lessee pursuant to
this Section 1.2, that properiy shall be added to, included and defined as part of the
Premises for a11 purposss. Lessee's rent shall be adjusted as of the date any such
property is added to the Prer�ises in accardance with Sectians 1.2.1, 1.2.2 and 1.2.3.
Unimproved Ground Lease with
Anthany Properties
i,�.7. Severance frorn Premises.
Subject to Sec�ion 15.4, (i} i� a certificate oi occupancy for Phase II of the
Develapment Improvemsnts has not been issued by November 30, 2005, Lessor
may sever f�am the Prerriises the entire Lease site leased by Lessee far Phase II o�the
Develapmeni Irnprovernents and (ii) if a certificate of occupancy for Phase III of the
Development Tmprovements has not been issued by February 29, 2008, Lessor may
sever from the Premises the entire lease site leased by Lessee for Phase III of the
Development Irnprovements. In either event, the requirements set forth in Section
15.6 of this Lease wili apply with respect to Lessee's vacatron of the severed Lease
Site.
1.3. License oi Parkin� Facilities.
In cannection with the authorized usa of the Premises under this Lease, Lessee, its
officers, ernployees, agents, contractors, subcontractors and patrons shall hav� the non-
exclusive right to park automobiles in the parking area identified on Exhibit "A" solely in
accordance with Aiipart regulatians and any sp�cific instructions or directions of tlle
Aviation Department Director or authorized representative (`iDirectvr").
2. TERM OF LEASE.
2.L Initial Term.
The "Ynitial Term" of this Lease shall commence an the date of iis execufion
(��Effective Date") and expire at 11:59 P.M. an Septemb�r 3D, 2032, unless terminated
earlier as provided herein. This term shall apply to the entirefy of Lessee's Premises,
whether leased as af the Effective Date or added to the Premises at a later dat�.
2.� Renewals.
If Lessee is not in default of its obligatians under this Lease this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive rights to
renew this Lease far two (2) additional successive terms of five (5) years each (each a
"Renewal Term"} at the rental rate for such builcling space at tha Airport which, on the
effective date of a Renewal Term, camplies with the then-current Schedule of Rates and
Charges, and on terms and conditions that may be prescribed by Lessar at the time;
provided, however, that if Lessee does not renew this Lease in writing for a first Renewal
Term, Lessce will forgo its right to lease the Frerniscs far a secand Renewal Term. In order
to exercise its a-ights to renew this Lease for a Ranewal Term, Lessee shall notify Lessor in
writmg of its desire to renew this Lease no less tl�an on�; hundred twenty (120} days and no
mare than one hundxed eighty {180) days prior to the expiration of the term then in effect.
Unimproveti Ground Lease with
Anthony Properties
�.3. Holdover.
If Lessee holds ov�r after the expiration of the Initial Terrn or any Renewal Tet'tn,
this action will create a month-to-month tenancy. In this event, for and dur�ng the holdover
period, Lessee agrees to pay all applicabie rentals, fees and charges at the rates provided by
�lie Schedule of Rates and Charges or similarly published schedule in effect at the time.
3. RENT.
3.1. Annual Rent for Premises.
From the date tiiat the first final certificate ai occupancy is issued for a shucture
comprising all or any portion of the Mandatory Improvements ("Occupancy Date") until
the foliowing September 30, Lessee sha11 pay Lessar rent for the Premises in aecordance
with the Schedule flf Rates and Charges in effect �t the time. Beginning on the October 1
imrnediataly following the issuance of such eertificate af occupancy, and on October 1 of
each year thereafter, annual rent for ihe �'remises shall be adjusted in accordance wifih
Sec#ion 3.2.
3.�. Annual Adiustments.
On the October 1 immcdiately following the Occupancy Date, and on October 1 of
each year thereafter during both the Initial Term and any Renewal Term, Lessee's rental rate
shall be subject to increase by Lessar to reflect the upward percentage change, if any, in the
Consumer Price Index %r the Da11as/Fort Worth Metropolitan Area, as announced by the
United States Department of Labor or succes�ar index and/ar agency during ihe
immediately pr�ceding twelve-month period (i`CPI Change") (i), for the first increase,
since the Effective Date of this Lease and (ii) far each subsequent increase, since the
affective date of the last increase ("Annual Rent Adjustment"); pro�vided, however, that
Lessee's rental rate sha11 not axceed the then-current rates prescribed by the Schedule of
Rates and Charges for the type or types of property at the Airport similar to ihe type or types
of property �hat cornprise the Premises. If there is no CPI Change or the CPT Change is
downward, fihe rental rate for the Premises shall remain canstant until the follow�ng Octaber
1 st. In no event shall the rental rate for the Premises ever be adjusted downward.
3.3. Five-�Year Adiustments.
In addition to the Annual Rent Adjustments, on October 1, 2012, and every fi�e (5)
years thereafter for the remainder of the Tnitial Term {i.e. on October 1 of 2017, 2022 and
2027}, rent shall automa�ically be adjusted to equal the then-current rates prescribed by the
Schedule of Rates and Charges for the type or types of property at the Airport similar to the
type ar types of property that comprise fhe Premises
Unimpraved Graund Lease with
Anthony Propertics
3.4. Pavment Dates and Late Fees.
Monthly rent payments a7re due an or before the first {1 st} day of each month.
Payments must be recaived during normal working hours by the due date at the location for
Lessor's Revenue Office sat forth in Section 16. Rent shall be considered past due if Lessor
has not received full payment after thc tenth (10th) day of the month for which paymeni is
due. Withaut limiting Lessar's termination rights as pravided by this Lease, Lessar will
assess a late penalty charge of ten percent (10%) per month on the en#ire balance of any
overdue rent that Lessee rnay accrue.
4. UTiLITIE5.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installaiion and use of
ail utilities service to all porkians o�' the Premises and for alI other r�lated utilities expenses,
including, but nat limited ta, dcposits and expenses required for the installation of ineters. Lessee
further covenants and agrees to pay a11 costs and expenses for any extension, installation,
ma.intenance or r�pair of any and all utilities serving the Premises, including, but not limited to,
water, sanikary sewer, eiectric, gas and telephone utilities.
5. MAINTEl�TANCE AliTll REPAIRS.
�.I. Maintenauce and Renairs bv Lessce.
Lessee agrees to keap and maintain the Premis�s in a good, clean and sanitary
condition at a11 times. Lessee covenants and agrees that it will not make ar suffer any waste
af the Premises. Lessee will, at Less�c's sole cost and expense, make ail repairs �ecessary
io prevent the deterioration in condition or value af'the Premises, including, but not limited
to, the maint�nance of and repairs ta a11 structures, including, but not limited to, doors,
windaws and roofs, and all fixtures, ec�uipment, modifications and pavemeni on the
Premises. Lessee agrees that, except as otherwise expressly pro�ided herein, all
irnpro�+emenis, trade fixtures, furnishings, equipment and o�her personal property of every
kind or description which may at any tune be on the Premises sha11 be at Lessee's sole risk
or at the sole risk af thos� clauning under Lessee. Lessor shall not be Iiable for any damage
to such property ar loss suffered by Lessee's business ar business operations, which may be
caused by the �ursting, averflowing or leaking of sewer or steam pipes, from water from
any source whatsoever, ar from any heating fixtures, plumbing fixtures, electric wires,
noise, gas or odars, ar from causes of any other matter�
5.2, Insnection.
�,�.1. Lessor shall have the right and pri�ile�e, through its off cars, agenfis,
servants or employees, to inspect the Premises. E�cept in the event of an
Unimproved Ground i.ease with 6
Ankhony Properties
emergency, Lassor shali conduct during Lessee's ardinary husiness hours and shall
use its best efforts to provide Lessee at least two (2} hours notice prior to inspection.
�.�.2. Tf Lessor determines durin� an inspection of the Premises that Lessee is
responsibie under this Lease for any maintenance or repairs, Lessar shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
dilig�ntly within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable tiine,
cansidering the na.ture vf the work to be done. If Lessee fails to begin the
recornmended maintenance or repairs within such �ime or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perforrn such maintenance or repairs on behalf of Lessee. In this event, Lessee will
reimhurs� Lessor for the cost of the maintenanee or repairs, and such reimbursement
will be due on ihe date of Lessee's z�e�t monthly rent payment following completion
of the maintenance or repairs.
�.�.3, During a,ny inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant ta its
governmental duties under federal state or lacal laws, rules or regulatians.
5.3. Environ�pental Remediation.
Lessee agrees that it has inspected the Premises and is iully advised of its own rights
withaut reliance upon any representation made by Lessor concerning the environmental
condition of the premises. LESSEE, AT ITS 54LE COST AND EXPENSE, AGREES
THAT IT SHALL BE FULLY RESPQNSIBLE FOR THE REMEDIATION OF ANY
YI4�ATIQN OF A1VY APPLICA�BLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR ST�INDARDS THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EIYIPLOYEES, CONTRACTO�.S',
SUBCONTRACTOXS OR INVITEES Lessor shall be responsible for the remediatian of
any violation of any applicable fed�ral, state or local enviranmental regulations that is
caused by Lessor, its officers, agents, servants ar ernplQyees. For any violation of any
applicable federal, state or local environmental regulations that is caused by a cantractor of
Lessor (other than Lessee), a subcontractor, priar tenant ar ot��r third party, Lessor shall be
responsii�le far the remediation of the same or shall take all necessary steps to ensurc that
the person or entity causing such violation remediates the same.
�.4. Lessee's Acce�tance of Premises.
Lessee accepts the Premises in its present condi�ion as satisfactory for all pt�rposes
set forth in this Lease.
Unimpraved Ground Lease with 7
Anthony Properties
5.5. Deuasit.
On or befare ihe Effective Date of this Lea�e, Lessee shall rernit to Lessor in cash a
maintenance/dainage deposit ("Deposit") of $1,158.28. Unless Lessar terminates this
Lease as prqvided herein, Lessor will refund to Lessee any unused p�rtion of the Deposit
within �rty (30) calendar d�.y's follo�ving the dat�; that Lessee vaca#es the Prernises. Lessee
agrees that if Lessor terminat�s this Lease for any breach or default, Lessar shall be entitled
to retain the �ntire balance of the Deposit a.s liquidated damages, and not as a penalty, for
administrative costs associated with f.he termination process. Lessar and Lessee hereby
agree that this amaunt is a rea�onable approximation of ths actual damages that Lessar will
incur as a resuli of the ternunatian pr�cess. Assessment of such liquidated damages sha11
nat serve as a waiver by Lessor to collect an� other damages to wluch it may be entitled.
6. DAMAGE OR DESTRUCTION TO PRENIISES.
In the event of fire or other casualty which damag�s or destroys aI1 ar auy part of �he
Pr�mises, the following provisians sha11 apply:
6.1. Covera�e bv Lessee's Insurance.
Lessee's property znsurance, as required hy Seciion 11.1 af �s Lease, shall be
primary to any insurance an the Premises carried by Lessor and shall be used exclusively ia
re�air or rebuild the darnaged or destroyed portions of the Premises. Lessee shall he
responsible for oversight of all repairs or reconsiruction on and ta the Premises and shail
repair or rebuild the damaged ar desiroyed portions of the Premises to the size and standards
that meet or exceed the size and standards o� such portions of the Premises prior to the
damagc or destruction. All repair aud reconstruction activities carried out by or on bahalf of
Lessee shall be conducted in accordance with Sections 7.2 through 7.7 of this Lease.
G.2. Premises Uninsured or Unde�i�sured bv Lessee.
If Lessee fails to cariy adequate property insurance in accordance vvith Section 11.1
of tt�is Lease, Lessor, at Lessar's so�e option, may (i) termina�e this Lease upon thirty (30}
days' advance written notice to Lessee or (ii) repair or rebuild the Premises substantially to
its fortner condition at Lessor's own cost and expense. If Lessor notifies Lessee ir� writing
within thirty (30) d�.ys following the date of damage ar destruction that Lessor intends to
undertake the necessary repairs or recanstruction, and the damage or destruction does not
render the affected partion of the Premises untenable, this Lease shall cflntinue in effact
withaut any rent abaternent whatsoever so long as Lessor diligently commences the repairs
or reconstruction rviikun one hundred eighty (180) days from the date of the damage or
destruction. If the damage or destruction does render the aff�cted portion of the Premises
temporarily untenable, or Lessar does not commence the repairs or reconstruction within
one hundred eighty (180) days from the date of the damage or desiruction, then for the
llnimproved Ground I,ease with
Antnony Praperties
periad of time between such date and the date a certi�icate of occupancy is issued for the
portion of the Premis�s il�ai was renderefl untenable, rent shall be proportionally reduced by
the amount of square footage rendered untenahle. Upon the issuance of a certificate of
occupancy and thereafter, rent shall comply with the Schedule of Rates and Charges in
effect at the time as they apply to ihe Premises as improved by Lessor. In ather words, if
Lessee was paying an unimproved ground rate anc�, pursuant to this Scction 6.2, Lessor
repaired or rebuilt an aircraf� hangar originally constructed by Lessee, then the subsequeni
rental raie would not be that for unimproved land, but rather that which applied ta similar
hangar space at the Airport at the time.
7. CONSTRUCTIOI�I AND IMPROVEMEI�ITS.
7.1. Manda�ory Improye�nents,
Lessee in�ends to imprave the Premises in accordance with the ti�ne frames,
milestones, specifications and ather condiiions of E�hibit "B", attach�d hereto and
made a part of this Lease for alI purpo�es. Phase I af such improvements shall
hereinafter be referred to as "Manc��tory Im�rovements'" and Phases II and III o#'
the Mandatory Improwe�nents sha11 hereinafter be referred to individually as
`�De�elapment Improvemen�s", but referencas in this Lease to the Mandatory
Tmprovements shall include the Devclopment �rnprovements unless otherwise
speeifically noted. Lessee sha11 diligently cornmence construction of Phase I of
Mandatory Irnprovements within eight ($) manths of the Effective Date and shall
ansure that the Mandatory Impravements are carnpleted to the point that a c�rtificate
of occupancy is issued for Phase I of the Mandatory Irnprovements by not la�er than
May 31, 2004. Lesse� shall fully comply with �.Il provisions of this Section 7 in the
performa,nce of any such Mandatory Impro��m�nts. Lessee may not undertake
coristruction on any of the Mandatory Improvernents on property that is not under
lease to Lessee at the time. Tn the event that Lessee requests any changes ta Exhibit
"B" and Lessor approves such changes prior to the completian of the improvements
set forth therein, wluch approval shall not be unreasanahly witl�held, a revised
E�ibit "B" signed by both Lessor and Lessee shal� be attached to and made a part
of this .Lease. Lessar shall take tit10 to the Mandatary ImpraveYnents upon the
expiration or earliar t�rmination of this Lease, pravided ihat trade fixtures shaIl
remain the property of Lessee and may be removed so long as Lessee repairs any
damag� caused thereby.
�.�. Discretiflnary Im,�ravements.
I,�;ssee may, at its sole discretion, perform modifications, renovafions or
impror�ements on the Premises in addition to those required by Section 7.1.
Haw�var, Lessee may nat initiate any kind a�' modification, renovatian or
improvement on or to the Premises unless it first submits all plans, spaoifications
and estimat�s for the costs of the proposed work in writing and also requests and
Unimproved Ground Lesse with 9
Anthany Properties
receives in writing appraval from the Director. Lessee covenants and agrees that it
shall fully comply with all provisions of this Section 7 in the performance af any
such di�cretianary modifications, renavations or improvements, Lessor shall take
fiu11 title ta any Discretionary Tmprovements an the Premises upan the expiration or
earlier te�mination af this Lease, provided that trade fixtures shall remain the
property of Lessee and may be removed so long as Lessee repairs any damage
caus�d thareby.
'�.3, Process for Anproval of Plans.
Lessee's plans for construction and improvem�nts shall conform to the A�itport's
architectural standards and must also receivc written approval fram Lessor's Departments
of Development, Engine�ring and TransportationlPublic Works. All plans, specifications
and vvark shall conform to all federal, state and local laws, ordinances, rules and regulations
in force at the time that the plans are pres�nted for re�iew.
7.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
ta any modification, renovation, constructian or impro�emeni, including, at a minimum, as-
built drawings of each project. As-built drawings sha11 be new drawings or redline changes
io drawings previously pro�ided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
7.�. Sonds Required of Lessee.
Prior to the eommencement of any mandatory or discretionary modification,
renovation, impravement or new construction, Lessee shall deliver to Lessor a bond,
execuied by a corporate suraty in accardance with Texas Government Cade, Chapter 2253,
as arnended, in the full amount of each canstruction con�raci or project. The bonds shall
guarantee (i) satisfactory campliance by Lessee with all x'equirements, terms and candiiions
of this Lease, including, but not lirnited to, the satisfactory completian of the respective
modifications, r�novaiions, canst�.tction projects or improvements, and (ii) full payments ta
all persons, firms, corporations or other entities with wham L�ssee has a direct relationship
for the performance af such modifications, renovations, con�truciion projects or
improvem�nts,
In Iieu af the required band, Lessee rnay provide Lessar with a cash deposit or an
assignment of a eertificate of depasit in an amount equal ta 125% af the full amount of each
construction contract or proj�ct. If Lessee makes a cash deposit, Lessee shall nat be entitled
to any interest earned thereon. Certificates of d�posit shall be from a finanaial institution in
the Dalias-Fart Worth Met�opolitan Area which is insured by the Federal Depasit Insurance
Corporation and acceptable to Lessor. The inte:rest earned on the certificate of deposit shail
be the property af Lessee and Lessor shall have no rights in such interest. If Lessee �ails to
complete the respective modifications, renovations, construction projects ar irnprovements,
Unimproved Ground Lease with 10
Anthony Properties
or if claims are f led by third parties an graunds relaiing to sueh modificakions, renovaiions,
construCtian projects or improvernents, Lessor sha11 be enfiitled to draw down ths fu11
amount of Lessee's cash depasit or certi#'icate of deposii and apply the prviceeds to complete
the improvements or satisfy the claims, but any balance shall be remitted to Lessee.
7.6. Bonds Repuired of Lessee's Cantractors.
Prior to the cornmencement of any rnodification, renovatian, im�ravement ar new
construction, Lessee's respective contracior shall execute and deliver to Lessee suraty
performance and paymenf bonds in accardance with thc Texas Government Code, Chapter
2253, as amended, to cover the costs af all work perfQrmed under such contractor's contract
for such rnodifications, renovatians, improvements ar new construction. Lessee shall
provide Lessor with copies of such bands prior to the comrnencement of such
rriodifications, renovations, impro�amenis or new construction. The bonds shall guarantee
(i) the faithful performance and completion of ail canstruction work in accardance with the
finai plans and specifications as approved by Lessor and (ii) full payment far a11 wages for
labar and services and of aIl bills for materials, supplies and equipment used in f.he
performance of the construction contract, Such bonds shall name to both Lessor �nd Lessee
as dual obligees. IfLessee eerves�as its own contractor, Section 7.5 shall apply,
'�."�. Rele�ses bv Lessor ilqvn Carr� etion of Construction Wvrk,
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposii
account or reduction of its claim upon Lessor's certificate of deposit upon {i}, where Lessee
serves as its own contractor, verification that Lessee has completed construction wark or
(ii}, wh�re Lessee uses a cantraetar, receipt of the cantractor's invaice and varification that
the contractar has campleted its work and released Lessee to the extent of Lessee's payment
far such work, including bills paid, affidavits and waiv�rs of liens.
S. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes appraved by
Lessor. Lessee may not pravide fixed base operatar services at the Airport wiihout a valid Fixed
Base �perator Pernut issued by Lessor.
9. SIGNS.
Lessee may, at its sole expense and wif,h the prior written approval of ihe Director, install
and maintain signs on the Prernises related to Lessee's husiness op�rations. Such signs, however,
must be in keeping with the size, color, location and manner of display of other signs at the Airport.
Lessee shall ma.it�tain all signs in a safe, neat, sightly and physically good condition.
Unimproved Ground Lease with 11
Anthony Properties
10. RIGHTS AND RESERVATIONS OF LESSOR
Lessor hereby retains the fallowing rights and r�ser�ations:
10.1. Lessee's rights hereund�r sha11 be subject to a11 existing and future utility easements
and rights-of-way granted by Lessor for the installation, maintenance, inspection,
repair or removal of facilities owned ar operated by electric, gas, water, s�war,
communication ar other utiiity campanies. Lessee's rights additionally sha11 be
subj ect to a11 rights grartted by a11 ordinances or statutes which allow such unlity
companias to u5e publicly awned property for the provision o�utility services.
10.2. Lessor reserves the right to take any action it considers n�cessary to protect the
as�ial approaches of the Airport against obstruction, inciuding, but not lunited to,
the right to prevent Lessee from er�cting or permitting to be e:rected any building or
other structure which, in the opinion of Lessor, vvould limit the usefulness of the
Airport, canstitute a hazard �o aircraft or diminish ihe capability of existing or future
avigational or navigational aids used at the Airport.
10.3. Lessor resezves the right to close temporarily the Airport or any of its facilities far
mainienance, improvements, safety ox security of either the Airpart ar ihe public, or
for any o�her cause deemed necessary by Lessor. In this event, Lessor sha11 in no
way be liable for any damages asserted by Lessee, including, but not limited ta,
damages frorn an alleged disruption of L�ssee's business aperations.
10.4. This Leas� shall be subordinate to the provisions af any existing or fiuture agr�:ement
between Lessor and the United States Government which relates to the operatian or
maintenance of the Airport and is requirec� as a cQndition for the expenditure of
federal funds for the development, maintenanc� ar repair of Airport infiastructure.
1p.�. During any war or national emergency, Lessor shall have the right to lease any part
of the Airpor�, including its Ianding area, to the United States Govan�ment. In this
event, any pravisions of this instrument which are inconsis�ent with the provisions
of the Lease to tlne Gavernment sha11 be suspended. Lessar sha11 not be liable %r any
loss or damages alleged by Lessee as a r�sult of this action. Howevcr, nothuig in
this Le�e shall preven�t L�ssec from pursuing any rights it may have for
reimbursement from the United. States Gavernment.
10.fi. Lessor covenants and agre�s that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and p�suant
to the Sponsor's Assurances given by Lessor to the United States Gavernrnent
through the Federal Airport Act, a public document which i� on file in Lessor's City
Secretary's Office and which is incorporated herein by reference for all purposes.
Lessee agrees that t11is Lease and Lessee's righ�s and privileges hereunder shall be
subordinate to the Sponsor's Assurancas.
Unimpro�ed Ground i.ease with 12
Anthony Properties
i i. INSURAi�CE.
11.1. Tvqes of Cover��e and Limits.
L�ssa� shall procure ar�d maintain at a1I times, in full farce and effect, a policy or
policies af insurance as specified in this Section 11, naming the City of Fart Worth as an
additional insured and covering all risks related to the leasing, use, occupancy, maintenance,
existence or locatzan af the Premises. Lessee shall obtain the following insurance covexage
at the limits specified herein:
• Prouertv:
Fire and Extended Coverage on a11 irnprovements on the Premises at full replacement
cost limit;
• Commercial General Liabilii�v:
$3,00�,�OQ �er occurrence,
including products and cflrnpleted aperations;
• Automobile Liabilitv;
$1,OOO,Q00 per accident,
including, but not limited to, coverage on any automobile used in Lessee's o�erations on
the Pr�mises;
• Han�arkeepers Le�al Liabilitv:
$1,000,000 per occurrence;
o Environmental �mpairment Lia�tilitv:
$1,000,000 per aceurrence.
In addition, Lessee shall be responsible for all insurarice ta construction, irnprovements,
modifications ar renovations ta the Premises and for personal property of its own or in its
eare, custody or control.
1�.�. Adius ents to Re�uired Cov�r�;e and Limuits.
Insurance requirements, including additionai types af coverage and increas�d limits
on existing coverages, ar� subject to change at Lessor's option if Lessar's risk manager
reasonably determines that additional coverage or increased lirnits are nece�sary to cover
[Jnimproved Ground Laase with 13
Anthony Properties �
Lessee's operaiions at the Airport. Lessee will accordingly comply with such new
requirements Within thirty (30) days following nntice to Lessee.
1I.3. Certificates.
As a condiiion precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with app�ropriate certi�cates of insurance signed by the respectiva insurance
campanies as proof that it has obtained the types and amounts of insurance aoverage
required herein. Lessee hereby ca�venants and agrees that not less than thirty (30) days prior
to the expiratian of any insurance policy required hereunder, it shall provide Lessor with a
new or renewal certificate of insurance. In addition, Lessea shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and effect.
11.4. Additional Rgauirements.
Lessee sha11 maintain its insurance with underwriiers authorized to do business in
the State af Texas and which are satisfactor}+ to Lessor. The policy or palicies of insurance
shall be endorsed to cover all of Lcssee's aperations at the Airport and to pravide that na
material changes in cvverage, irrcludirig, but nat lirnited to, cancellation, terminafion, non-
renewal or amendment, shall be made without thirty (30} days' prior written notice to
Lessor.
12. INDEPE DE1�1T CONTRACTQR.
It is expressly understood and agreed that Lessee shall operate as an independent contractar
as to all rights and privilegcs granted herein, and not as an agent, representative ar employee of
Lessor. Lessee shail have the exclusive right ta control the details of its operations and activities on
the Premises and shall be solely raspansible for the acts and omissions of its officer�, agents,
servants, ernployees, contractors, subcontractors, pa�'ons, licensees and invitees. Lessee
acicnowlec�ges that the dactrine of respandeat superior shall nat apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcantractors. Lessee further agr�es that
nothing hereiri shall be construed as the creation of a partnership or jaint enterprise between Lessor
and Lessee.
13. LIASILITY AND INDEMNIFICATION.
LESSEE SHALL BE LIABLE AND RESPONS`IBLE FOR ANY CLAIMS, DEMANDS,
LAWSUITS OR O�HEIl ACTIONS FOR DAMAGES OF ANY I�IND, INCLUDING, BUT
NOT LIMITED TO, PROPERTY LOSS, PROPERT'� DAM'AGE AND/OR PERSONAL
INJURY OF ANY KI1VD, INCLUDING DE'ATH, TO ANY AND ALL PERSONS, OF A1VY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TQ THE EXTENT CAUSED
BY THE NEGLIGENT DR WILLFUL ACT(S) OR OMISSI�N(S) OF LESSEE, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEESAND/OR SUBLESSEES. INADDI7'ION,
Unimpro�ed Ground Lease with 14
Anthony Properties
LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMNl�'Y, DEFEND AND HOLD
HARMLESS LESSOR, ITS OFFICERS', AGE�V7'S, SERVANTS AND/OR EMPLOYEES,
FROM AND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACT'IQN FOR DAMAGES UF
ANY ICIND, INCLUDING, BUT' NOT LIIVIITED 7'O, PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUS`INESS AND ANY
RE�SULTING L4ST PRO�`ITS) AND/OR PERSONAL INJUItY, INCLUDING DEATH, T�
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO T1�iE EXTENT CAUSED BY T'HE NEG�IGENT OR WI��FUL ACT(S} OR
OMISSION(S) OF LESSEE, ITS OFF`1'CERS, AGENTS, SERVANTS, EMPLOYEES
AND/OR SUBLESSEES.
L�SSOR DOES NOT GUARANTEE POLICE PROTECTIOIV TQ LESSEE OR ITS
PROPERTY. LESSQR IS O&LI-CATED ONLY TQ PROVIDE SECURITY.ADEQUATE TD
MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS'. LESSEE
SHALL COMPLY W1'THALL APP�IGABLE REGULATIONS OF THE FAA PE1tTAIN.ING
T'O AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LESSEE'S
OPERAT�ONS THEREQN A1VI1 SHALL CD�PERATE WITH LESS�R I1V THE
IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPORT. LESSEE SH�ALL PAY ALL FINES IMPOSED BY THE FAA ON LESS'OR OR
LESSEE RESULTING FROM LESSEE'S FAILURE T'O COMPLY WITH SUCH FAA
I�EGULATIONS APP�ICABLE TO THE PREMISES OR TD PREVENT UNAUTHORiZED
PERSONS OR PARTIES FROM THEIR OB7'AINING ACCESS TO THE AIR OPERATI'ONS
AREA OF THE AIRPO�T FROM THE PREMISES.
14.. WAIVER OF CHARITABLE TMMLINITY OR EXEMPTTON.
Tf Lessee, as a chariiable association, corporation, partnership, individual enterprise or
entity, claims immunity io or an exemption from liability for any kind of property darnage or
personal damage, injury or death, Lessee hereby �xpressIy waives its rights to plead defex�sively any
such immunity or exemption as against Lessar.
15. DEFAULT AND REMEDIES.
15.1, Failure bv Lessee to Pav Rent, Fees or Other Char�es.
Tf Lessee fails to pa�+ any rent, fees or other charges dus t�nder this Lease, Lessor
shall deli�er to Lessee a written invoice and notice to pay the invoice wi�hin ten (10)
calendar days. If Lessee fails to pay the balance outstanding �ithin such time, Lessar shall
have the right to terrninate this Leas� immediately.
Unimpr�ved Ground Lease with I5
Anthony 1'roperties
15.2. Failure to Construct Mandatory Im�pro�vements.
If a certificate of ocaupancy has not been issued for the Mandatory Improvem�nts,
as defined in Section 7.1 and set forth in Exhibit "B", by May 31, 2004, Lessor shall have
the ri�ht to terminaie this Lease immediately upon written notice to Lessee.
1�.3. Failure to Construct Development Imurovaments.
If Lessee exercises a right of first refi�sal to lease any partion of the Additional
Pramises but, subject to Sec�ion 15.4, fails to canstruct th� Dcvelopment T�nprovements
specified for the lease site in question, as strictly provided in this Lease, �Iien as provided by
Sectian 1.2.7, Lessor will not have the right to termiuiate this Lease but may sever the lease
sife on which such failure occurred from the Premis�s upon pro�ision of written natice to
Lessee, in which case (i) a11 rights, powers and privileges granted fo Lessee her�under with
respect to such lease site sha11 cease; (ii) full title ko a11 improv�ments on such lease site
shali immediately pass to Lessor at no cost to Lessar; (iii} if construction of any
improvements on such lease site are incomplete, Lessor may use the bonds provided
pursuant to Section 7.5 to complete such improvements; and {iv) L�ssor wi11 be free to lease
such lease site to a third pa�.y without any obligation �o Lessee.
15.4. Failure to I'Vieet Coustruction Deadlines.
If Lessee has commenced the Manda�ory Improvements or Developm�nt
Impravements, as the case may be, in a timely manner and has diligently wQrked on such
Irnprovements prior to a resp�ctive deadline for issuance of a certi#icate of occupancy, as
pravided this Lease, but will reasanably need additional time to camplete such
Improvements, then Lessar and Lessee sha11 negotiate in good iaith a reasonable extension
to such deadline and Lessee will not be deemed to be in breach as a result of its failure ta
meet the original deadline,
15.5. Failure tv Camalv with Other Terms ar Cond���ons,
If Lessee breaches ar defaults under any provisian af this Lease, other tb.an those
breach�s or defaults that are addressed by Sections 15.1, 15.2, 15.3 and 15.4, Lessor shall
deliver written notice tn Lessee specifying the nature of such breach ar default. Lessee shall
have thirty (30} calendar days folIowing such writi�n notice to cure, adjust or carrect the
problern to the standard existing prior to the breach. If Lessee fails to cure the breach or
defaul# within such tim� period, Lessor shall have the right to terminate this Lease
irnmediateiy; pravided, howe�er, that in the event such brea�h or default cannot reasonably
be cured �vithin tivrty (30) calendar days following such written notice, Lessee shall not be
in d�fault if Lessee commences to cure, adjust or correct the problem within such tlii.riy (30)
day period and thercafter diligenily and in gaad faith pursues such cure, adjustment or
carrection to conclusion.
Unimpraved Ground Lease with 16
Anthony Properties
1�.6. �hts of Lessor Uuon Terminatiaan ar, E,�piration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee sha11 vaca#e the Premises. Within twenty
(2fl) days following the effeciive date of terminatian or expiration, Lessee shall remove
from the Prernises all trade fixtures, tools, machinery, equipment, materials and supplies
placed an the Premises by Lessee pursuant to this Lease. After such time, Lessox shall have
the right to take full pass�ssion of tha Premises, by force if neaessaty, and to r�move any
and all parties and property remaining on any part of the Prernises. Lessee agrees that it will
assert no claim bf any kind against Lessor, its agents, servants, employees or
representatives, which may stem from Lessor's lawful termination of this Lease or an�+ act
incident to Lessor`s assertion of its right to t�ninaie ar Lassor's exercise of any rights
granted hereunder, excluding such acts of Lessor's negligence which cause direct damages
to Lessee.
16. NOTICES.
Noticas required pursuant to the provisians of this Lease shall be conclu�ively detern�ined ta
have been delivered vvhen (i) hand-d�li�ered to the other part�y, its agents, employees, servants or
represenfiatives, or (ii) d�posited in the United States Mail, postage prepaid, addressed as fallows:
To LESSOR:
For Rent:
City of Fort Workh
Revenue Office
100Q Throck�norton
Fort Warth TX 761 Q2
To LESSEE:
An�hony Praperties
Attn: R. 7ay Anthony
1Z77D Coit Roaci, Suite 1170
Dallas TX 75251
With a Copy to:
James Kevin Flynn
Scheef & Stone, L.L.P.
5956 Shercy Lane, Su�te 1400
Dallas TX 75225
Far All Other Matters:
City of Fort V�orth
Aviatzon Daparirnent
�4201 N. Main St. Ste. 2�0
Fort Worth TX 76106
Unimpro�ed Ground Lease with 17
Anthony Properties
1'�. ASSIGNiVIE1�1T AND SUBLE��NG.
1�.1, In General.
Lessec shall noi assign, sell, convey, sublease ar transfer any of its rights, privileges,
duties or interests granfied by this Lease without the ad�ance written consent of Lessor,
which cansent shall not be unr�asonably withhe�d or delayed.
17.�. Conditions of Auproved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agr�ements sei forth in this Lease shall apply to ihe assignee or sublessee, and such assignee
or sublessea shall be bound by the terms and conditions af this Lease the same as if it had
originally execut�d this Le�se. The failure or refusal of Lessor to appra�ve a requested
assignment or sublease shall not relieve Lessee of its obligations hereunder, includang
payment of rentals, fees and chargas.
1$. LIENS.
18.1, Liens by Lessee.
Lessee aeknowledges that it has no authority to �ngage in any act or ta rnake ariy
contract which rnay create or be the foundation far any lien upon the pro•p�rty ar interest in
the property of Lessor. If any such purported lien is created or �ilad, Lessee, at its soie cost
and expense, sha1l liquidate and discharge the same within thirty (30} days of such creation
or filing. Lessee's failure to discharge any such purported lien sha11 constiiute a breach of
tlus Lease ai1Cl L�550Y' rnay terminate this Lease upon thirty (30) days' written notice.
However, Lessee's i'inancial obli�ation to Lessar to liquidatc and discharge such li�n shall
continue in effect %llowing terminatian of this Lease and until such a tirne as the lien is
discharged.
18.7. Landlord's Lien.
I1V A.a�ITlON TO ANY APPLICABLE STATUTDRY LANDLORD'S L�E1V,
LESSEE G�2ANTS TO LESSOR, 1'N ORDER T'O SECURE PERFOI�MANCE BY
LESSaEE OF ITS OBLIGATIQNS UNDER T�IS AGREEMEIVT, A SECURITY
INTEREST IN ALL GOODS, fNVENTORY, EQUIPMENT, FIXTURES,
FURNIT'URE, IMPROVEMENTS, CHATTEL P.4PER, ACCOUNTS AND GENERAL
INTANGIBLES, AND OTHER PERSONAL PR4PERT�' OF LESSEE N�QW OR
HEREAFTER SITUAT'ED ON OR IN THE F.RENfISES OR OTHERWISE
RELATING TO LESSEE'S USE OF THE PREMLS'�S, AND ALL PROCEEDS
THEREFROM {THE "COLLATERAL "). IF LESSOR TERMINATES THIS
ACREEIVIENT FQR A FAILURE BYLESSEE TO FAYLES54R RENT OR FOR AN�'
Unimpro�ed Ground Lease with 18
Anthony Prnperties
OTHER BREACI� OR DEFAULT BY LESS'Olt, LESSOR NfAY, IN ADDITION TD
ALL OTHER REI�EDIES, WI�'HOUT 1VOTICE OR DEMAND EXCEPT AS
PROVID�'D BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED FARTY
UNDER �'HE TEXAS UNIFORM CQM�YIERCIAL CODE ("UCC"). IN
CONNECTION WITH ANY PUBLIC OR PRIYATE SALE UNDER TI�E UCC,
LESSOR SHALL GIVE LESSEE FIVE (�') CAL�ENDAR DAYS` PRIOR WRl�'TEN
NQTICE OF THE TIME AND PLACE OF ANY PUBL�C SALE OF THE
COLLATERAL OR OF THE TME AFTER WHICH ANY PRIl�ATE SA�E OR
OTHER INT'ENDED DISPOSITION THEREUF IS T'O BE MADE, WHICH IS
AGREED TD BE A IIEASONABLE NOTICE OF SUCS SALE OR DISPOSl'TION.
Upon Lessor's advance written cansent, which shall nof be unreasonably wiihheld or
delayed, Lessor's security interest in the CollateraJ may be subordinated to a third pariy
lender if th� lender demands such subordination as a condition of financing Improvements
undertaicen by or an behalf of Less��.
19, TAXES A1�TD ASSESSMEI�TTS.
Lessee agrees to pay any and all federal, state or local taxes or assessmenis which
may lawfully be levied against Lesse� c�ue to Lessee's use or occupancy of the Premises or
any improvements or property pSaced on the Premises by Lessea as a result of its occupancy.
Lessee alsa agrees to pay any and ali federal, state or local taxes or assessments which may
lawiully b� levied againsi Lessor due to Lessee's use or occupa.ncy of the Prernises or
properiy placed on the Premises by Lessee as a result of its occupancy, including, but not
limited to, the Mandatory Improvements and any Discretianary Irnprovements.
�0. COIVIPLIA1�iCE WIT�LAWS, ORDINANCE5, RULES A1�ID REGULATIONS.
Lessee co�enants and agrees that it shall not engage in any unlawful use of ihe Premises.
Lessee further agrees that it shali not pernut its officers, agents, servants, employees, contractor�,
subcantractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and
Lesse� immediately shail remove f�'om the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itsalf shall canstitute an immediate breaah of
t.his Lease.
Lessee agrees to comply with aIl federal, state and Iocal laws; all ordinances, rules and
regulatians of Lessor; al1 rules and r��ulations established by the Director; and a11 ruies and
regulations adopted by the City Council pertaining to th� conduct required at airports owned and
operated by I.�ssar, as such laws, ardinances, rules and regulations exist or may hereaft�r be
amertded or adopted. If Lessor notifies L.essee or any of its officers, agents, ennployees, cantractors,
subconi�actors, licensees or invite�s of any violation af such laws, ordinances, rules or regulations,
Lessee shall immediaiely desist from and correct the violation.
Unimproved Ground Lease with 19
Anthony Praperties
�i. �or�dniscRrnmvAT�orr covE��vT.
Lessee, for itself, rts personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with tl�e land that no person sha11 be
axcluded fram participation in or denied the benefits of Lessee's use of the Premises on the basis of
race, color, natianal arigin, religian, handicap, ssx, sexual orientation or familial status. Lessee
further agrees far itself, its personal representatives, successors in interest and assi�ns that no
person shall be excluded from the provisian o� any serviccs on ar in the construction of any
impravemenYs or alterations to the Premises on graunds of race, color, nanonal origin, religian,
handicap, sex, sexual arientation ar familial status. Lessee agrees to fumisb its accammodations
and ta price its gaods and services on a fair and equal basis ta all persons. Tn addition, Lessee
covenants and agrees that it will at all fimes comply with any requiremen#s imposed by or pursuant
to Title 49 afthe Code oiFederal Regulations, Part 21, Non-Discriminatian in Federally Assis#ed
Prograrns of the Departmen# of Transportatian and with any amendrnents to this regulation which
may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination
covenant by Lessee, i�s persanal representatives, successors in interest or assigns, Lessee agrees to
indemnify I,essor and hold Lessor harmless.
22. LICEI�SES A1�D PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its op�rations a# the Airport.
3�3. GOVERNII�ENTAL POVV��ZS.
It is understood and agreed that by executiQn of this Lease, Lessor does not waive or
surrender at�y of its governmental pow�rs.
�4. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shail not constitute a waiver of that party's right to
insisi upon appropriate performance or to ass�rt any such right on any fiiture occasion.
��. VENUE A1�iD JURISDYCTION.
If any action, whether real or asserted, at law or in equity, arises on the basis o� any
provisian af this Laase or of Lessee's operations on the Premises, venue for such action sha111ie in
state courts loeated 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 af Taxas.
Unimproved Ground Lease with 20
Anthany Properties
Z6. ATTORNEYS' FEES.
Tn the event there should be a breach or default under any provision af this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees ar charges, or
the enforcement of per%rinance or observances of any covenant, obligation or agreement, Lessor
and Lessec agree that the prevailing party shall he entitled to recover reasonable attorn�ys' fees and
other reasonable expenses from the other party.
��. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal ar unenforceable, the
validity, legality and enforceability af the remaining provisians shall not in any way be affected or
impaired.
�8. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to rneei their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission af perforrnance
due to force majeure or ather causes beyond their reasonable control, including, but not limited to,
compliance with any government law, ordinance ar regulation, acts of God, ac#s of omission, fires,
5tT1��5, lockouts, national disasters, wars, riots, mater�al or labor restrictions, transpaz'tation
problems and/or any ather cause beyond the r�asonable conirol vf Lessor or Lessee.
�9. HEADIlVGS NOT C01�ITROLLING.
Headings and titles used in this Lease are for referance puiposes only and shail not be
deemed a part of this Lease.
30, ENTIRETY OF AGREEMENT.
This written inshument, including any documents attached hereto or incorporated herein by
reference, confiains the entire understanding and agreement betwe�n Lessor and Lessee, its assigns
and successors in interest, as to the matters contained h�rein. Any prior or contemporaneous oral or
vvritten agreament is hereby declared null and �oid to the extent m conflict with any provisions af
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 Lessar.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Unimproved Ground Lease with 21
Anthany Properties
IN WIT SS WHEREOF, the parties hereto have executed this Lease in multiples, this
� day of � s,� �_� , 2002.
CITY OF FORT WORTH:
AP AVIATYOliT PROPERTIES LIMTI'ED
PARTNERSHiP:
By: AP Aviation, Inc.,
its sole General Partner:
I�.
ATTEST:
�
By: �.�ik� �
t---=
�City Secxet
By: `
Brian Shiu
Vice President of Development
ATTEST:
.
� By: �
v'C�-f�,�� [`++�
APPROVED AS TO �ORM AND LEGALITY:
/� �
Assistant City Atto�y'
M & C: L-13301 D5-14-Q2
Unimpraved Gronnd Lease with
Anthany Properties
22
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STATE 4F TEXAS
COUNTY OF�1�� §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this da� •personally appeared Brian Shiu, Vice President of Developmenk of AP Aviation, Tnc.,
known to me ta be the persan whose name is subscribed to the foregoing instrurnenk, and
acknowledged to me that #he same was the act af AP Aviation Properties Limited Partnership and
that he executed the same as the act af AP Aviation Praperties Limited Partnership for the purposes
and consideration therein expressed and in ihe capacity therein staied.
GIVEN UNDER MY HAND AND �EAL OF OFFICE this � day of .� ,
2QD2.
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lR.� ���I�i�l:i.:. � L
'� j��� Chrlallna Jahn�aw �
� � AAy Comiriisaion �xplies
�%� � Jsnuary 2�, 2005
Notary Public in and for e tate of Texas
STATE OF TEXAS
COUNTY OF TAItRANT
BEFORE ME, the unde�'signed authority, a Notary Public in and for the State of Texas, on
this day personalIy appeared Marc Ott, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me ihat the same was the act af the City of Fort
Worth and that he executed the same as the act of the City of Fort Worth for the purpases and
consideration therein expressed and in the capacity therein stated.
2002.
GIVEN UNDER MY HAND AND SEAL O� �FFICE this �y�
day o �-
r �.t��a�.��s� � * ,����� ��� ��,
6�
�': IVotaryt Puhlic, 5tate of Texas
_i�,��,.��� My Cammiss4nn 6cpiras
�,,,p„r„ d�l�p i8, 2�03
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Notary Pubiic in and %r the State of Texas
Improved Ground Lease with
Anthony Properties
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Fhas� I
Phase 1 const�ruction will consist of a hangar and an FB�lOffice building. The har�gar
will be approximateiy 133'x 120'. Approximately 1,SDOsf ofthat building will be affice
space. The hangar will have 2$' clear height t��'oughout. The haiagar daor opening will
be approxirnately 110'.
Tbe FBOIOf�ce building will be approximately 4Tx12d'. The FBO arad Office Space
will each occupy approximately 50°/a o�the tatal square foat�.ge. This building will be a
singie story structure with a ca�vered porte cochere entrance.
Phase II
Phase II will be north of the Phase I k�angar and will accupy rnost of the remaini:�g ram�
frontage. Phase II wi11 have another hangar ax�d additional o�ce space. The
approxunate dirraensions of �he hangar will be 150'x14a'. This hangar will also have 28'
cleax heig�t.
The office spa�e associated with this hangar will be approximately 36'x1�0'. Currentl�,
the plans are for this to be a single story str�ctuxe as well.
Fhase II�
Phase III will be �ocated on ihe site south of the curre�nt FBO/Hangar facility. The Phase
III hangar will be approximately 164'x115'. There will be an additional 6,400sf ofof�ice
space on the west side of the h�ngar.
C'ity of Fort �or�h, �'e�cas
Mayor ar�� Cou�cil Co�nl�a�ic�-tion
DAT�
511 �4102
suB��c-r
REFERENCE NUMBER LOG NAME
**Ly'9 330�
LEASE AGREEMENT FOR LEASE 51TES W-7, W-8, AND W-9 WITH ANTHONY
PROPERTIES AT FORT WORTH SPWKS AIRPORT
�5ANTHONY
PAGE
� ofi 2
RECOMMENDATION:
It is rec�mmended fihat the City Councif authorize the City Manager to execute an Unimproved Ground
Lease with mandatary impravements with Anthony Properties for 24,625 square feet flf unimpraved
property, 1�,7�D s�uare feet of impraved property, and a right of first r�fusal on �38,'f71 square fe�t of
property at Fort Worth Spinks Airport (Lease Sites W-7, W-S, and W-9j.
D15CUSS10N:
Anthany Properties, through its Vice-President of Development Mr. Brian Shiu, proposes to lease
24,fi25 square feet af unimproved property and 19,700 square feet of impro�ed property (�ease Site W 7},
and a right af first refusal on 138,171 square feet of property at Fort Warth Spinks Airport {Lease Sit�s
W-8, ar�d W-9). The actual square fooiage af tf�ese fease sites will be contingent on a ground survey.
Antf�ony Properties proposes to construct a 2D,000 square foot carporate hangar and a 4,000 square
foot cambined Terminal B�ailding and Fixed Base Operator Facility (co�lectively re�erred to as the FBO
Facility) on Lease Site W-7.
A�#ho�y Properties also proposes to construct 20,000 square foot corporate hangars on Lease Sii�s
W-8 and W-9, Canstrucfion an Hangar W-8 will 6egin within 18o days of completian of the FBO
Facility, ar�d construction on Hangar W-9 will begin wit�in 18D days aft�r the completion of Hangar W-S.
The lease wilf begin on its date of execUtion, and �xpire 30 years later wit� twa five-year options to
ranew. The ini#ial square footage rate of the ground lease will be $0.�8 per sq�are foot for unim�roWed
praperty, $0.20 per square faot �or tF�� improved property, and $0.04 per square foat for the right af first
refusal an th� proper#y located adjacent to the lease site.
Payment af rent far each Isas� site will commence up�n the issuance of a Certificat� �f �ccupancy for
the �roposed improvements set forth abnve. The annual revenue from this fease will be $13,899.34, or
$1,158.28 on a monthly 6asis. Based o� an a�sumed start date of June 1, 20D2, the revenue fhat w�l]
be received under this lease for the remair�der of th� fiiscal year wifl he $4,633.12.
Rental rates will be subject to increase on October 1st af any given year tn reflec# the upward
percenfiage change, if any, in the Cons�mer Price lndex for the period since the last adjustment, �s well
as adjustme�ts in tf�e � Oth, 15t�, 2�th, and 25th years ta reflect the then current applicabi� rat�. All
agreement terms will be in accardance wi#h Ciiy policies.
The site plan is in accordance wiih the Fort WorEh Spinks Airport Master Plan and is subject to Federal
Auiation Adminisiratian airspace review. The Aviation Advisory Board approved this lease at their April
20D2 meeting.
T�e �roperty is lacated in COUNCIL DISTRICT 8.
C'ity of Fo�t bi�orth, T'exas
M�yor �nd Cour��i[ ��r�r�u��c�tio�
DAT� RE�ERENCE NUMSER LOG NAME PAGE
5114102 **L-� 3�Q'� I 55ANTHONY � 2 of 2
SUSJECT LEASE AGREEMENT FOR �EASE SITES W-7, W-8, AND 1N-9 WiTH ANTHONY
PROPERT�ES AT FORT WORTH SPINIfS AIRP�RT
FISCAL INFORMATIONICERTIFICATION:
The FEnance Director certifies that the Revenue Division of the Finance Department will be responsible
for the caElection and deposi� of f�nds due to the Ciiy �nder this agreement.
BG:k
0
,-
Sabmitted for City Manager's
O�ce by:
Eridgette Garrett/Acting
Originating Department Head:
Lisa A. Pyles
Add[tional Iaformation Cantact:
M'rke Feeley
G140
5403
447-
8344
I PUND � ACCOi3NT I CENTER I AMOUI�IT
(to)
PE46 491352 0552002 $1,477.52
PE40 491052 0552002 $1,313.32
PE40 491442 0562002 $9,842.28
�
� (from)
CITY SECRETAR'Y
APPROVED 05/14/02