HomeMy WebLinkAboutContract 30881 CITY SECRETAFjyi
CONTRACT No
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
AND ASSOCIATED MANDATORY IMPROVEMENTS
This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") is made and
entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal
corporation organized Linder the laws of the State of Texas and acting by and through Marc Ott, its
duly authorized Assistant City Manager, and John L. DuBosque ("Lessee"), acting by afld thfough
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In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
I PROPERTY LEASED.
Lessor hereby demises to Lessee 27544.60 square feet of unimproved ground space
at Fort Worth SPINKS Airport ("Airport") in Fort Worth, Tarrant County, Texas,
identified as Lease Site E-4 ("Premises"), as shown in Exhibit "A", attached hereto and
hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The Initial Term of this Lease shall commence on the date of its execution
("Effective Date") and expire at 11:59 pm on October 12, 2034, unless terminated earlier
as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options to
renew this Lease for two (2) additional successive terms of five (5) years each (each a
"Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease
and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall
notify Lessor in writing of its intent to exercise a respective option not less than ninety (90)
nor more than one hundred eighty (180) days prior to the expiration of the term then in
effect. If Lessee does not exercise its option for a first Renewal Tenn within the time frame
provided herein, Lessee shall automatically and simultaneously forfeit its second option to
lease the Premises for a second Renewal Term, and Lessee shall no longer have any rights
or interest in the Premises following the expiration of the Initial Tenn.
2.3. ddove .
If Lessee holds over after the expiration of the Initial Tenn or any Renewal Term,
this action will create a month-to-month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by
Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time.
3. RENT.
3.1. Rates and Adiustments.
Lessee shall commence the payment of rent, in accordance with this Section 3, on
the date that the first certificate of occupancy is issued for a hangar structure erected
pursuant to Section 4.1 of this Lease("Occupancy Date"). From the Occupancy Date until
(date) September 30, 2005, Lessee shall pay Lessor rent in the amount of$3,856.24 which
is based on a rental rate $.14 per square foot on an annual basis, and which will be payable
in monthly installments of$321.35. On October 1, 2004, and on October 1st of each year
thereafter during both the Initial Term and any Renewal Term, Lessee's rental rate shall be
subject to increase by Lessor to reflect the upward percentage change, if any, in the
Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the
United States Department of Labor or successor agency (i), for the first increase, since the
Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of
the last increase; provided, however, that Lessee's rental rates shall not (i) be increased in
any given year by more than ten percent(10%)over the rental rate paid by Lessee during the
immediately preceding twelve (12) months or (ii) exceed the then-current rates prescribed
by Lessor's published Schedule of Rates and Charges for the type or types of property at the
Airport similar to the type or types of property that comprise the Premises. If the
Occupancy Date occurs on or after October 1,2004,Lessee's initial payment of rent shall be
calculated in the same manner as it would have if the Occupancy Date and Lessee's initial
payment of rent had occurred prior to October 1,2004.
3.2. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (Ist) day of each month.
Payments must be received during normal working hours by the due date at the location for
Lessor's Revenue Office set forth in Section 15. Rent shall be considered past due if Lessor
has not received full payment after the tenth (10th) day of the month for which payment is
due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will
assess a late penalty charge of ten percent (10%) per month on the entire balance of any
overdue rent that Lessee may accrue.
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3.3 Five-Year Adjustments.
In addition to the rental rate adjustments set forth in Section 4.3 of this Lease, on October 1,
2005, and every five(5)years thereafter, the various rental rates payable by Lessee pursuant to
Sections 4.1 and 4.2 shall automatically be adjusted to equal the then-current rates for the same
types of property as prescribed by Lessor's Schedule of Rates and Charges or similarly
published schedule in effiect at the time.
4. CONSTRUCTION AND JIMPROVEME,NTS.
4.1. Mandatory Improvements.
Lessee covenants and agrees that it shall improve the Premises in accordance with the
time frames, milestones, specifications and other conditions of Exhibit "B", attached hereto
and made a part of this Agreement for all purposes. Such improvements shall hereinafter be
referred to as "Mandatory Improvements". Lessee shall diligently commence construction
Of Such Mandatory Improvements within six (6) months following the Effective Date of this
Lease. Lessee shall ftilly comply with all provisions of this Section 4 in the performance of any
such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the
terms, provisions, specifications or conditions of Exhibit "B" in any way, a revised Exhibit "B"
signed and dated by both Lessor and Lessee shall be attached to and made a part of this
Agreement and shall supersede the previous Exhibit "B". Upon completion of the Mandatory
Improvements or earlier termination of this Lease, Lessor shall take full title to any Mandatory
Improvements on the Premises.
4.2. Discretionary Improvements,
In addition to the Mandatory Improvements, Lessee may, at its sole discretion, perform
►-nodifications, renovations, improvements or other construction work on the Premises. Any
modifications, renovations, improvements or other construction work on the Premises that do
not constitute the Mandatory Improvements shall be referred to hereafter as "Discretionary
Improvements". Lessee may not initiate any Discretionary Improvement on or to the
Premises unless it first submits all plans, specifications and estimates for the costs of the
proposed work in writing and also requests and receives in writing approval from the Director
of Airport Systems or authorized representative ("Director"), Lessee covenants and agrees
that it shall fully comply with all provisions of this Section 4 in the perfon-nance of any such
Discretionary Improvements. Upon completion of any such Discretionary Improvements or
earlier ten-nination of this Lease, Lessor shall take full title to any Discretionary Improvements
on the Premises.
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4.3- Pro cess for Approval of Plans.
Lessee's plans for construction and improvements shall conform to the Airport's
,architectural standards and must also receive written approval from the City's Departments of
Development, Engineering and Transportation and Public Works. All plans, specifications and
work shall conform to all federal, state and local laws, ordinances, rules and regulations in force
at the time that the plans are presented for review,
4.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative to
the Mandatory Improvements and any Discretionary Improvements, including, at a miniinurn,
as-built drawings of each project. As-built drawings shall be new drawings or redline changes
to drawings previously provided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor-.
4.5. Bonds Reg uij-ed of Lessee.
Prior to the commencement of the Mandatory Improvements or any Discretionary
Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in
accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of
each construction contract or project. The bonds shall guarantee(i) satisfactory compliance by
Lessee with all requirements, ten-ns and conditions of this Lease, including, but not limited to,
the satisfactory completion of the respective modifications, renovations, construction projects
or improvements, and (ii) full payments to all persons, firms, corporations or other entities with
whom Lessee has a direct relationship for the performance Of Such modifications, renovations,
construction projects or improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of each
construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to
any interest earned thereon. Certificates of deposit shall be from a financial institution in the
Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance
Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be
the property of Lessee and Lessor 'shall have no rights in such interest. If Lessee fails to
complete the respective modifications, renovations, construction projects or improvements, or
if claims are filed by third parties on grounds relating to such modifications, renovations,
construction projects or improvements, Lessor shall be entitled to draw down the full amount
of Lessee's cash deposit or certificate of deposit,
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4.6. Bonds Reguired of Lessee's Coiftractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code, Chapter
2253, as amended, to cover the costs of all work performed under such contractor's contract
for such modifications, renovations, improvements or new construction. Lessee shall provide
Lessor with copies of such bonds prior to the commencement of such modifications,
renovations, improvements or new construction. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final plans and
specifications as approved by the City and (ii) full payment for all wages for labor and services
and of all bills for materials, Supplies and equipment used in the performance of the
construction contract. Such bonds shall narne to both Lessor and Lessee as dual obligees. If
Lessee serves as its own contractor, Section 4.5 shall apply.
4.7. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee
serves as its own contractor, verification that Lessee has completed construction work or (ii),
where Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's payment for
such work, including bills paid, affidavits and waivers of liens.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to
sublease portions of the Premises, including individual hangars constructed pursuant to the
Mandatory Improvements, to various third parties("Sublessees") under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in writing
and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees
for any portion of the Premises shall contain terms and conditions that (i) do not conflict with
Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of
this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation-
related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar
facilities in a fair and non-discriminatory manner. Lessee shall use a standard lease form for all
Sublessees and shall submit a copy of such standard lease fon-n, including rental rates, to the
Director prior to Lessee's execution of its first lease and from time to time thereafter following
any material changes to such lease form, including, without limitation, any changes to Lessee's
rental rates for portions of the Premises. Lessee may make non-inaterial modifications to its
standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances.
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6. REPORT,S.AUDITS AND R—ECORI)KCEPtNG.
Within thirty (30) days following the end of each calendar year, Lessee shall provide
Lessor with a written annual report, in a form acceptable to the Director, that reflects Lessee' s
rental rates for the Mandatory Improvements and any Discretionary Improvements on the
Premises for the immediately preceding calendar year. Lessor may request, and Lessee shall
promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates for
the Mandatory Improvements and any Discretionary Improvements on the Premises for the
period requested by Lessor. These reports shall be delivered to Lessor's Department of
Aviation at the address provided in Section 15. In addition, Lessee shall keep and maintain
books and records pertaining to Lessee's operations at the Airport and other obligations
hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location within the City
of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee will
make such books and records available for review by Lessor during Lessee's normal business
hours. Lessor, at Lessors sole cost and expense, shall have the right to audit such books and
records in order to ensure compliance with the terms of this Lease and the Sponsor's
Assurances made by Lessor to the Federal Aviation Administration.
7. U14,1TIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and
use of all utilities services to all portions of the Premises and for all other related utilities
expenses, including,, but not limited to, deposits and expenses required for the installation of
meters. Lessee fijillier covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees
that all utilities, air conditioning and heating equipment and other electrically-operated
equipment which may be used on the Premises shall fully comply with Lessor's Mechanical,
Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be
amended.
8. MAIN'T'ENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of
the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary to
prevent the deterioration in condition or value of the Premises and any improvements thereon,
including, but not limited to, doors, windows and roofs for such improvements, and all fixtures,
equipment, modifications and pavement on the Premises. Lessee shall be responsible for all
damages caused by Lessee, its agents, servants, employees, contractors, subcol'af dr,$'111-11
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licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at
Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other
personal property of every kind or description which may at any time be on the Premises shall
be at Lessee' sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be
liable for any damage to such property or loss suffered by Lessee's business or business
operations which may be caused by the bursting, overflowing or leaking of sewer or steam
pipes, from water fi-oin any source whatsoever, or from any heating fixtures, plumbing fixtures,
electric wires, noise,gas or odors, or from causes of any other matter,
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as amended
("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport slid
comply with all ADA requirements,
8.3. 1usinctions.
8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants
or employees, to inspect the Premises. Except in the event of all emergency, Lessor
shall conduct Such inspections during Lessee's ordinary business hours and shall use its
best efforts to provide Lessee at least two(2) hours' notice prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premis6 that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee
in writing. Lessee agrees to begin such maintenance or repair work diligently within
thirty (30) calendar days following receipt of such notice and to then complete such
maintenance or repair work within a reasonable time, considering the nature of the
work to be done. If Lessee fails to begin the recommended maintenance or repairs
within such time or fails to complete the maintenance or repairs within a reasonable
time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or
repairs, and such reimbursement will be due on the date of Lessee's next monthly rent
payment following completion of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties tinder federal state or local laws, rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire Mw-shal
or his or tier authorized agents that are necessary to bring the Premises into compliance
with the City of Fort Worth Fire Code and Building Code provisions regarding fire
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safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in
proper condition accessible fire extinguishers of a number and type approved by the
Fire Marshal or his or her authorized agents for the particular hazard involved.
8.4. Environmental Reinediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has inspected the
Premises and is fully advised of its own rights without reliance upon any representation made
by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE
COST AND EXPENSE, AGREES REES THA T ITSHALL BE FULLY RESPONSIBLE FOR
THE REMEDJATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL,
STATE OR LOCAL EN VIRONMENTA L REGULATIONS OR STANDARDS THAW`"IS
CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEEN,
CONTRACTORS,SUBCONTRA CTOMV OR INVITEES
9. SIGNS-
Lessee may, at its sole expense and with the prior written approval of the Director,
install and maintain signs on the Premises related to Lessee's business operations. Such signs,
however, must be in keeping with the size, color, location and manner of display of other signs
at the Airport. Lessee shall maintain all signs in a safe, neat, sightly and physically good
condition,
10. RIGHTS AND RESERVATIONS OF LESSOR
Lessor hereby retains the following rights and reservations:
10.1.
Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the Airport against obstruction, including, but not limited to, the fight to prevent
Lessee from erecting or permitting to be erected any building or other structure which, in the
opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or
diminish the capability of existing or future avigational or navigational aids used at the Airport.
10.2.
Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of
the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee.
Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate
Lessee as a result of any such Airport developments or improvements.
10.3.
This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal funds
for the development, maintenance or repair of Airport infrastructure. In the event that any such
existing or future agreement directly causes a material restriction, impairment or interference
with Lessee's primary operations on the Premises ("Limitation") for a period of less than
seven(7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts
more than seven (7)calendar days,Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one
hundred eighty (180) days, then lor such period (i) Lessee may suspend the payment of any
rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the
Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear
and tear, Lessor shall maintain and preserve the Premises and its improvements in the same
condition as they existed on the date such Limitation commenced; and (iii) the term of this
Lease shall be extended, at Lessee's option, for a period equal to the duration of such
Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor
and Lessee may, but shall not be required to, (a)further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the terra of this
Lease, or(ii) Lessee may terminate this Lease upon thirty(30) days'written notice to Lessor.
10.4.
During any war or national emergency, Lessor shall have the right to lease any part of
the Airport, including its landing area, to the United States Government. In this event, any
provisions of this instrument which are inconsistent with the provisions of the lease to the
Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by
Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from
pursuing any rights it may have for reimbursement from the United States Government. If any
lease between Lessor and the United States Government executed pursuant to this Section
10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease
shall continue in ftill force and effect. If the Limitation lasts more than seven(7) calendar days,
Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the
Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the
Limitation, and the Limitation lasts between seven (7) and one hundred eighty(180) days, then
for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if
Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a
material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) tile term of this Lease shall be extended, at Lessee's
option, for a period equal to the duration of such Limitation. If the Limitation lasts more than
one hundred eighty(180)days, then (i)Lessor and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance
responsibilities and (e) extend the term of this Lease, or (ii) Lessee may terminate this Lease
upon thirty(30) days'written notice to Lessor.
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Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to the
Sponsor's Assurances given by Lessor to the United States Government through the Federal
Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder
shall be subordinate to the Sponsor's Assurances.
10.6.
Lessee's rights hereunder shall be subject to all existing and future utility and drainage
easements and rights-of-way granted by Lessor for the installation, maintenance, inspection,
repair or removal of facilities owned or operated by electric, gas, water, sewer, communication
or other utility companies, Lessee's rights shall additionally be subject to all rights granted by
any ordinance or statute which allows utility companies to use publicly-owned property for the
provision of utility services.
INSURANCE.
It.1. Types of Coverao and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 11, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use,, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the following insurance coverage at
the limits specified herein:
• Proper :
Fire and Extended Coverage on all improvements at full replacement cost limit; and
• Commercial General Liability:
$1,000,000 per Occurrence,
including products and completed operations; and
• Automobile Liability:
$1,000,000 per accident, including, but not limited to, coverage on any automobile used in
Lessee's,operations on the Premises.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Prernises and for personal property of its own or in its care,
Custody or control.
11.2. Ad'ustnieiitstoReguired Coverage aii(ILimits.
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Insurance requirements, including additional types of coverage and increased limits on
existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's
and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new
requirements within thirty(30)days following notice to Lessee.
11.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor
with appropriate certificates of insurance signed by the respective insurance companies as proof
that it has obtained the types and amounts of insurance coverage required herein. Lessee
hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any
insurance policy required hereunder, it shall provide Lessor with a new,or renewal certificate of
insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it
has maintained such coverage in full force and effect.
11.4. AdOitional Requirements.
Lessee shall inaintain its insurance with underwriters authorized to do business in the
State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall
be endorsed to cover all of Lessee's operations at the Airport and to provide that no material
changes in coverage, including, but not limited to, cancellation, termination, non-renewal or
amendment, shall be made without thirty(30)days'prior written notice to Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of Lessor. Lessee shall have the exclusive right to control the details of its
operations and activities on the Premises and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons,
licensees and invitees. Lessee acknowledges that the doctrine of resl,)ondeals-ulmrior shall not
apply as between Lessor and Lessee, its officers, agents, employees, contractors and
subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between Lessor and Lessee.
13. INDEMNWWATION.
LESSEE, HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,
INCLUDING DEATTI, TO ANY AND ALI, PE16ONS, OF ANY KIND OR� ,14
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION IHITS USA" ,
OF OR OPERATIONS ON THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING,
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MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR
ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
LESkSEE;S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION
WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION
OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT" TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OF,FICERSAGENTS„,,SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PA Y LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR
ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION WITH
ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CA USED BY THE GROSS NEGLIGENCE OR INTENTIONAL
M,ISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE
SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA
REGULATIONS LESSEE SHALL COMPL Y WITH ALL APPLICABLE REGULATIONS OF
THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES
IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING;FROMLESSEE'S OR ANY
SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO
PREVENT UNA UTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS
TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease,, Lessor shall have
the right,to terminate this Lease as follows:
14.1. Failure_hv Lessee to Pay Rent,Fees or Other Charges.
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If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall
deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days,
If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to
terminate this Lease immediately,
1.4.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor
shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee
shall have thirty (30) calendar days following such written notice to cure, adjust or correct the
problem to the standard existing prior to the breach. If Lessee fails to cure the breach or
default within such time period, Lessor shall have the light to terminate this Lease immediately.
14.3. Abandquaimit or Non-Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30)consecutive calendar days shall constitute grounds for immediate termination of this Lease
by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination,Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee
shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then
in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event
shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor
to forfeit any of its rights under this Lease,
14.5. Rights of Lessor Upon Terinhiatiott or ExWration.
Upon termination or expiration of this Lease, title to all improvements on the Premises,
including the Mandatory Improvements and any Discretionary Improvements, and all fixtures
and other items attached to any structure on the Premises shall pass to Lessor. In addition, all
rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate
the Premises. Within twenty(20) days following the effective date of termination or expiration,
Lessee shall remove fi-om the Premises all trade fixtures, tools, machinery, equipment, materials
and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor
shall have the right to take full possession of the Premises, by force if necessary, and to remove
any and all parties and property remaining on any part of the Premises. Lessee(agrees_that_it_,,.
will assert no claim of an kind against Lessor, its agents, servarits, employes 11 1 1 1 I'll
y or
13
representatives, which may stern from Lessor's termination of this Lease or any act incident to
Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder.
14
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively
determined to have been delivered when (i) hand-delivered to the other party, its agents,
employees, servants or representatives, or (ii) deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR:
For Rent: For All Other Matters:
City of Fort Worth Aviation Department
Revenue Office Spinks Airport
1000 Throckmorton Street 450 Alsbury Court
Fort Worth, Texas 76101-0976 Fort Worth, Texas 76028
To LESSEE:
John L. DuBosqLle
202 Edgehifl Road
Joshua, TX 76059
16. ASSIGNMENT AND SUBLETTING.
46.1. In General
Lessee shall have the right to sublease portions of the Premises as provided by
and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign,
sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of Approved Assignments and Sublengs.
If Lessor consents to any assignment or sublease, all terms, covenants and agreements
set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee
shall be bound by the terms and conditions of this Lease the same as if it had originally
executed this Lease. The failure or refusal of Lessor to approve a requested assignment or
sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees
and charges.
15
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any
contract, which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty(30) days of such creation or filing.
Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and
Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's
financial, obligation to Lessor to liquidate and discharge such lien shall continue in effect
following termination of this Lease and until such a time as the lien is discharged.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy,
19. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the
Premises. Lessee further agrees that it shall not pen-nit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the
Premises and Lessee immediately shall remove from the Premises any person engaging in such
unlawful activities. Unlawhil use of the Premises by Lessee itself shall constitute an immediate
breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, including the Minimum Standards for Fixed Base Operators and
Other Airport Tenants, a public document dated June 16, 1992, on file in Lessor's City
Secretary's Office and incorporated herein as part of this Lease for all purposes, as such laws,
ordinances, rules mid regulations exist or may hereafter be amended or adopted. If Lessor
notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees
or invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall
immediately desist from mid correct the violation,
16
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part
of the consideration herein, agrees, as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status.
Lessee further agrees for itself, its personal representatives, successors in interest and assigns
that no person shall be excluded from the provision of any services on or in the construction of
any improvements or alterations to the Premises on grounds of race, color, national origin,
religion, handicap, sex, sexual orientation or familial status.
Lessee agrees to famish its accommodations and to price its goods and services on a
fail- and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by
Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
indemnify Lessor and hold Lessor harmless.
21. UCENSF
,S AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and pen-nits
necessary for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its goven-u-nental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any light granted herein shall not constitute a waiver of Lessor's right to
insist upon appropriate performance or to assert any such right on any fixture occasion,
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the
'No'rthern District of Texas, Foil Worth Division. This Lease shall be construed in accordance
with the laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
,
agreement Lessor and Lessee agree that the prevailing party arty shall be entitled to recover
reasonable attorneys' fees and other reasonable expenses from the other party,
26. S.,VNERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including,
but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor
restrictions, transportation problems and/or any other cause beyond the reasonable control of
Lessor or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
29. ENTIRETY Or AGREEMENT
18
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated
herein by reference, contains the entire understanding and agreement between Lessor and
Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provisions of this Lease. The terms and conditions of this Lease shall
not be amended unless agreed to in writing by both parties and approved by the City
Council of Lessor.
IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples, this
18 day of October,2004.
CITY OF FORT WOR LESSEE NAME:
By:
Marc Ott
Assistant Cit Manager
ATTEST: ATTEST:
By: By:
City Secretary 6
APPROVED AS TO FORM AND LEGALITY:
By
Assistant 6ty Attorney
19
..........
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared John L. DeBosque, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of John
L. DeBosque and that be executed the same as the act of John L. DeBosque, for the purposes and
consideration therein expressed and in the capacity therein stated.
4AJ
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of October,2004.
Notary Public in and for the State of Texas
CARRIE ANN NOATCH
STATE OF TEXAS § Notary Public
IS STATE OF TEXAS
,. , 01/16107
COUNTY OF TARRANT § 1-1-1111---
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Marc A. Ott , known to me to be the person whose name is
subscribed to the foregoing instAgj�,jn WhclatfolNerdged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of said City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
y
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day ofkktober, 2004.
liEl"'T"IE LANIE Notary Public in and for the State of Texas
EXPMES,
hAy 26,2007
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Exhibit "B"
Description of Mandatory Improvements
Jack Dubosque, Fort Worth Spinks Airport
S ecifications
Total
Total Impervious Area 18,306.12 S.F.
Total Building Area 11,900.00 S.F.
Total Asphalt Area _ 6,306.12 ST
Parkin 9' X 18' 1
Handicap Parking 1
Handica Restrooms 1 men, 1 women
Building 1 — 11,900.00 S.F. Box Hangar
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/12/2004
DATE: Tuesday, October 12, 2004
LOG NAME: 55DUBOSQUE REFERENCE NO.: **C-20335
SUBJECT:
Unimproved Ground Lease Agreement with Mandatory Irnprovements for Aircraft Storage Hangars
at Fort Worth Spinks Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an Unimproved Ground
Lease with Mandatory Improvements with Mr. John DuBosque for 14,000 square feet of land at Fort Worth
Spinks Airport.
DISCUSSION:
Mr. John DuBosque proposes to lease 14,000 square feet of unimproved land at Spinks Airport, on the
Northeast side. The actual square footage of the lease site will be contingent on a ground survey. Mr. John
DuBosque proposes to construct one 12,000 square foot box hangar on the site.
The initial square footage rate of the ground lease will be $0.14 per square foot. The revenue generated
from this lease will be $1,960.00 annually, or $163.33 on a monthly basis.
The lease will provide for a thirty year term with two five-year options to renew. The initial term of the lease
will commence upon the date of execution. Rental rates shall be subject to an increase on October 1st of
any given year to reflect the upward percentage change, if any, in the Consumer Price Index for the period
since the last adjustment, as well as adjustments in the 10th, 15th, 20th and 25th years to reflect the then
current applicable rate. All agreement terms will be in accordance with the established City of Fort Worth
and Aviation Department policies.
The site plan is in accordance with the Fort Worth Spinks Airport Master plan and is subject to Federal
Aviation Administration airspace review. The property is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Revenue Office of the Finance Department will be responsible for the
collection and deposit of f4nds due to the City under this Agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 491352 0551201 $1,960.00
Submitted for City Manager's Office by: Marc Oft (8476)
Originating Department Head: Mike Feeley (5403)
Additional Information Contact: Cherice Hopkins (5404)
Loaname: 55DUBOSQUE Page 1 of 1