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064362 - General - Contract - Air Center Helicopters, Inc.
CSC No. 64362 CONSENT TO LEASEHOLD DEED OF TRUST FORT WORTH SPINKS AIRPORT LEASE AGREEMENTS LEASE SITE W3 This CONSENT TO L E A S E H O L D DEED OF TRUST ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ( "Lessor"), a home rule municipal corporation organized under the laws of the State of Texas; AIR CENTER HELICOPTERS, INC. ("Lessee"), a Delaware corporation, and UMB Bank, N.A. ("Lender"), a national banking association. The following introductory provisions are true and correct and form the basis of this Consent: A. Lessor and Lessee have entered into a Ground Lease Agreement identified as City Secretary Contract No. 48209 (the "Lease") for the space known as lease site W3 ("Leased Premises") at Fort Worth Spinks Airport ("Airport"). B. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deed of Trust on the Leased Premises in favor of the Lender. NOW, THEREFORE, Lessor, Lessee and the Lender hereby agree as follows: 1. The statements set forth in the recitals above are true and correct and form the basis upon which Lessor, Lessee and the Lender have entered into this Agreement. The Lease will be a public document on file in Lessor's City Secretary's Office and is incorporated herein by reference for all purposes. 2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the Deed of Trust. Lessor does not adopt, ratify or approve of any of the particular provisions of the Deed of Trust and does not grant any right, privilege or use to Lessee, Lender, or any successor in interest pursuant to the Deed of Trust that is different from or more extensive than any right, privilege or use granted to Lessee under the Lease. Notwithstanding anything contrary in the Deed of Trust, Lessee and the Lender acknowledge, understand and agree that Lessee and the Lender do not have any right to convey any interests in the Leased Premises greater than those granted specifically by the Lease. Lessee and the Lender further acknowledge, understand and agree that Lessor retains the mineral interest and the right to develop such interest within the Leased Premises; provided, however, that Lessor expressly waives all rights to utilize the surface of the Leased Premises in the exploration, production, or transportation of any oil, gas, or minerals. Nothing herein contained shall ever be construed to prevent the Lessor, or its successors or assigns, from developing or producing oil, gas and other minerals in and under the Leased Premises by pooling or by directional drilling under the Leased Premises from well sites not located within the boundaries of the Leased Premises and only at a depth of no less than 500 feet below the surface of the Leased Premises. OFFICIAL RECORD AIR CENTER HELICOPTERS, INC. Deed of Trust upon Lien hold CITY SECRETARY In favor of UMB BANK, N.A. Page 1 of 8 FT. WORTH, TX In the event of any conflict between the Deed of Trust and the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and the Lender's (if Lender assumes the Lessee's interest under the Lease) obligations to Lessor established by the Lease and/or this Agreement. In the event of any conflict between the Deed of Trust and this Agreement, this Agreement shall control. In the event of any conflict between this Agreement and the Lease, the Lease shall control. 3. In the event that Lessor is required by the Lease to provide any kind of written notice to Lessee with regard to the Leased Premises, including notice of breach or default by Lessee, Lessor shall also provide a copy of such written notice to the Lender. Lessor agrees that (i) the Lender may perform any of the obligations or requirements imposed on Lessee by the Lease in order to avoid a breach or default under the Lease by Lessee and (ii) Lessor will accept the Lender's performance the same as ifLessee had performed such obligations or requirements. 4. Lessor agrees and covenants that it will not exercise any rights it may have under the Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased Premises unless it first has provided the Lender with written notice of its intent to exercise such any such right. The Lender shall have ten (10) calendar days from the date it receives such notice to cure any monetary default under the Lease and thirty (30) calendar days from the date it receives such notice to cure any other default under the Lease to Lessor's reasonable satisfaction in order to avoid such cancellation, termination or surrender; provided, however, that if the Lender, in good faith and after diligent and continuous efforts to remedy any non -monetary default under the Lease, cannot cure such default within thirty (30) calendar days, it shall notify Lessor in writing and Lessor and the Lender shall negotiate in good faith a reasonable amount of additional time to cure such default. 5. Lessee agrees that it will not request or consent to any future modifications, amendments or assignments of the Lease without first receiving the Lender's written consent thereto and providing a copy of such written consent to Lessor. Lessee understands and agrees that any such consent granted by Lessor without Lender's advance written consent shall be void and specifically releases, holds harmless and agrees to indemnify Lessor for any damages that may arise as a result of any such consent. 6. As long as such does not conflict with Lessor's rights under the Lease, Lessor consents to the exercise by the Lender of any and all rights and remedies permitted under the Deed of Trust (including judicial and/or non judicial foreclosure on the Leased Premises), and to the exercise of such additional legal and equitable rights and remedies as may be available to Lender, if an Event of Default occurs under the Deed of Trust. In the event that Lender undertakes to enforce its rights to any collateral granted by the Deed of Trust on account of default by Lessee under the Deed of Trust, Lessor will cooperate with the Lender in its efforts to assemble and/or remove any personal property of Lessee on the Premises. The Lender hereby agrees to repair any damages at or to the Airport, including the Leased Premises, caused by or incident to such removal. 7. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and AIR CENTER HELICOPTERS, INC. Deed of Trust Upon Lien hold in favor of UMB BANK, N.A. Page 2 of 8 covenants that it will endorse all insurance policies required by the Lease to name both Lessor and the Lender as additional insureds and to cover all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Leased Premises. Notwithstanding anything to the contrary in the Deed of Trust, the Lender hereby agrees and covenants that any and all proceeds payable under the terms of such insurance policies shall first be applied to cover the replacement of all facilities and improvements on the Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of such proceeds shall apply secondarily to secure any of Lessee's indebtedness to the Lender. 8. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available to it under the Lease, at law or in equity in order to protect its interests, including, but not limited to, cancellation of Lessee's interest as provided by the Lease and in accordance with this Agreement. 9. The Lender agrees that it promptly will notify Lessor in writing when the Lender has released its rights under the Deed of Trust. This Agreement will automatically terminate on the earlier of (i) the date as of which the Lender releases such rights or (ii) the date upon which the Lease expire or are terminated. 10. If the Lender forecloses on the Leased Premises as a result of exercising its rights under the Deed of Trust, the Lender may become the owner of all of Lessee's rights under the Lease, without Lessor's further action or consent. However, if the Lender desires to sell or otherwise transfer its leasehold interest in the Leased Premises to a third party (either at or after foreclosure), the Lender must obtain the Lessor's written consent to and approval of the purchaser. Such consent and approval will not be unreasonably withheld, conditioned or delayed. Nothing in this Agreement is intended to prohibit the Lender from assigning the liens and security interests created by the Deed of Trust to another financial institution with Lessor's prior written consent, which such consent will not be unreasonably withheld, conditioned, or delayed. 11. Notices to the Lender required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (i) hand -delivered to the Lender, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, certified, return receipt requested, addressed as follows: UMB BANK, N.A. 5950 Berkshire Lane, Suite 1600 Dallas, TX 75225 Attn: Douglas Kang 12. The parties hereto understand and agree that upon expiration or termination of the Lease, all permanent structures, improvements and fixtures on the Leased Premises, and any items permanently attached to any such structure, fixture or improvement, will become the sole property of Lessor, free and clear of all liens, including the Deed of Trust. Improvements of a non -permanent nature, all trade fixtures, tools, machinery, equipment, materials, supplies owned by Lessee, furnishings and other non -permanent items ("Non - AIR CENTER HELICOPTERS, INC. Deed of Trust Upon Lien hold In favor of UMB BANK, N.A. Page 3 of 8 Permanent Collateral") placed on the Leased Premises by Lessee may specifically be removed from the Leased Premises in accordance with the Lease. In the event that the Lease expire or are terminated, Lessee and the Lender covenant and agree that nothing herein shall obligate Lessor to assume in any way Lessee's indebtedness to the Lender. Notwithstanding the foregoing to the contrary, if at the time of the expiration or termination of the Lease there is a default under the Deed of Trust then Lender may continue its security interest on any Non -Permanent Collateral that remains the property of Lessee. 13. Estoppel. a. The document referred to above as comprising of the Lease is the only document which constitute the Lease, and the Lease is in full force and effect and has not been modified, changed, altered or amended in any respect. b. The Lease is the only agreement between the City and Lessee relating to the Lease at Fort Worth Spinks Airport and, together with the minimum standards and other general regulations that may apply to the Lessee under the Lease, contain the entire agreement and understanding of the City and Lessee with respect thereto. Lessee is the current holder of the leasehold interest in the premises under the Lease. C. To the best knowledge of the City, no monetary or non -monetary default by the City presently exists under the Lease and no state of facts exist which with the passage of time or giving of notice, or both, would constitute a default by the City under the Lease. d. The City has not taken, and does not currently anticipate taking any action to, or that would, terminate the Lease. e. Pursuant to the Lease, the Initial Term of the Lease expires on August 31, 2046 at 11:59 PM, with a right to extend the term of the Lease for two (2) additional successive terms of five (5) years each. 14. The provisions of this Agreement shall be self -operative and effective without the execution of any further instruments on the part of any party hereto. 15. Lessor understands and agrees that this Agreement is for the benefit of the Lender, that the Lender relied upon this Consent to Leasehold Deed of Trust and Estoppel in making its decision to make the Loan to Lessee and that the Lender would not make the Loan absent Lessor's execution and delivery of this Agreement. 16. This Agreement may not be withdrawn, amended or modified except by a written agreement executed by the parties hereto and approved by Lessor's City Council. Lessee and the Lender covenant and agree that they will not amend the Deed of Trust, or assign any rights and/or obligations thereunder, without the prior written consent of Lessor; provided, however, Lender may assign the Deed of Trust and the obligations secured thereunder to an affiliate of Lender without Lessor's consent but Lender must notify Lessor of such assignment. AIR CENTER HELICOPTERS, INC. Deed of Trust Upon Lien hold in favor of UMB BANK, N.A. Page 4 of 8 17. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action arising under the provisions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 18. This written instrument, including any documents attached hereto and/or incorporated herein by reference, contains the entire understanding and agreement between Lessor, Lessee and the Lender as to the matters contained herein. Any prior or contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Agreement. 19. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Pages Follow] AIR CENTER HELICOPTERS, INC. Deed of Trust Upon Lien hold In favor of UMB BANK, N.A. Page 5 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the 24th day of Novem , 2025. CITY OF FORT WORTH: ✓u0.._ I��w.-mil. Valerie Washington (Nov 24, 202510:40:37 CST) Valerie Washington Assistant City Manager Date: 11/24/2025 Roger M. Venables Aviation Systems Director BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Valerie Washington, 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 the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24 th day of November , 2025. o,SpF<Y PbBn ANCELA y D. CHIII = pp NotarPublic STATE OF TEXAS �q GVV P Notary D. 134812443 poo' My Comm. Exp. Mar. 18, 2028 APPROVED AS TO FORM AND LEGALITY: _candgGe Pagliara Candace Nglw.(N-21, 202511:37: ST) Candace Pagliara Assistant City Attorney M&C: 25-1084 Date Approved: I I/18/2025 Form 1295: 2025-1376559 AaaaZ L�(�. 1l�- i Angela D. risp (Nov 24, 202511:06:O ST) Notary Public in and for the State of Texas ATTEST: C Janette S. Goodall ,-C City Secretary AIR CENTER HELICOPTERS, INC. OFFICIAL RECORD Deed of Trust Upon Lien hold CITY SECRETARY in favor of UMB BANK, N.A. Page 6 of 8 FT. WORTH, TX Contract Compliance Manager: By signing, 1 acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Saz6auL �ae Barbara Goodwin Real Property Manager LESSEE: AIR CENTER RELICOPTERS, INC. By. Jame ensen Executive e President Date: t ( lz b 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 James Jensen 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 AIR CENTER HELICOPTERS, INC. and that he executed the same as the act of AIR CENTER RELICOPTERS, INC. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of lVUAnheZ , 2o2s. EUZABETH MADRID :.: My Notary ID # 130477205 N ry ub] is in and? the State of Texas •;•, Expires December 23, 2027 AIR CENTER HELICOPTERS, INC. Deed of Trust Upon lien hold In favor ofUMB BANK, N.A. Page 7 of 8 LENDER: UMB BANK, N.A. By: D4Presi V Date. I ► I9 Z,71b STATE OF TRXAS COUNTY OF DALLAS § ATTEST: By: 4 BEFORE, ME, the undersigned authoriky, a Notary Public in and for the State ofTexas, on this day personally appeared Douglas bang known to me to 6e the person whose name is subscribed to the foregoing instrument, and acknowledged to rite that the same was the act of UMB BATIK, N,A. and that she executed the same as the act of UMB BANK, N.A. for tine purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDUR 11.+iY HAND AND SEAL OF OFFICE, this �` ` ' day or v , 2025. a ' Notary Public in and for the State of Texas Alit CENTER HELICOPT[slt5, INC Deed of Trust Upon Lim hull in favor of Uhl© BANK, N.A. vugv 8 ars M&C Review Page I of 2 CITY COUNCIL AGENDA Create New From This M&C DATE: 11/18/2025 REFERENCE **M&C 25- NO.: 1084 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas Fo RT 55FWS AIR CENTER LEASE W3 CONSENT TO LSEHLD DEED OF TRUST NO SUBJECT: (CD 8) Authorize Execution of a Consent to Leasehold Deed of Trust with Air Center Helicopters, Inc. and UMB Bank, N.A. to Enable Air Center Helicopters, Inc. to Obtain Financing Using Lease Site W3 as Collateral to Expand Aeronautical -Related Business Activity at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a consent to leasehold deed of trust with Air Center Helicopters, Inc. and UMB Bank, N.A. to enable Air Center Helicopters, Inc. to obtain financing using Lease Site W3 as collateral to expand aeronautical -related business activity at Fort Worth Spinks Airport. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a consent to leasehold deed of trust with Air Center Helicopters, Inc. (Air Center) and UMB Bank, N.A. (UMB Bank) to enable Air Center to obtain financing using Lease Site W3 as collateral to expand aeronautical -related business activity at Fort Worth Spinks Airport. On or about March 29, 2022, through Mayor and Council Communication (M&C 22-0236), City Council approved City Secretary Contract Nos. (CSC) 48209-CA2 and CSC48209-CD1, a Consent to Assignment to transfer ground lease agreement CSC 48209 from Marline Aviation LLC to Air Center and a Consent to Leasehold Deed of Trust in favor of Independent Financial for Lease Site W3, at Fort Worth Spinks Airport. Lease Site W3 consists of 42,992 square feet of ground space, including a 19,723 square foot hangar, 49,992 square feet of shared aircraft parking, and 3,923 square feet of a shared access easement. CSC 48209 expires on August 31, 2046 with two options to renew for five years each. The current annual revenue is $23,993.87, payable in monthly installments of $1,999.49. Additionally, on October 7, 2025, Independent Financial submitted a release of the lien associated with the consent to leasehold deed of trust. On or about October 8, 2025, Air Center's new lender, UMB Bank, requested a deed of trust on its leasehold interest. The consent to leasehold deed of trust will grant Air Center's new lender, UMB Bank the right, subject to the previous lien, to operate as Lessee or secure another tenant in place of Air Center, if previously approved by the City Council, in the event Air Center defaults on its loan or its lease with the City of Fort Worth. The lease agreement prohibits Air Center from making any assignment of the lease or causing a lien to be made on improvements constructed on the leased premises without City Council approval. This type of transaction is routine for airport tenants and staff has no objection to Air Center's request. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. TO http://apps.cfwnet.org/council_packet/mc review.asp?ID=33946&councildate=11/18/2025 11/18/2025 M&C Review Page 2 of 2 Fund ' Department Account Project Program Activity Budget Reference # Amount ID ID I Year (Chartfield 2) Fund Department Account Project Program Activity Budget I Reference # I Amount ID I I ID I I I Year I (Chartfield 2) Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Valerie Washington (6199) Roger Venables (5402) Ricardo Barcelo (5403) ATTACHMENTS 2025-10-14.2 Form 1295 Certificate (W3 Hangar)(WCD executed).pdf (CFW Internal) Location Map W3.pdf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=33946&councildate=11/18/2025 11/18/2025 CSC No. 48209-CA2 CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.48209 and 48209-AI UNIMPROVED GROUND LEASE AGREEMENTS FORT WORTH SPINKS AIRPORT LEASE SITE W3 This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 482097 as amended by 48209-A1, ("Consent"} is made and entered into by and between the CITY OF FORT 'WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws ❑f the State of Texas, acting by and through Dana Bvrghdoff its dilly authorized Assistant City Manager; MARLINE AVIATION, LLC ("Lessee"), a Texas limited liability company, acting by and through MARK EDDINS, its duly authorized Managing Member; and AIR CENTER HELICOPTERS, INC. ("Assignee"), a Delaware corporation, acting by and through JOHN L. BEAN its Executive Vice President. RECITALS: The following introductory provisions are true and correct and form the basis of this Consent: A. On September 13, 2016 (M&C C-27907) City Council authorized Lessor to enter into a certain Unimproved Ground Lease Agreement and Associated Mandatory Improvements (CSC No. 48209) with Marline Aviation, LLC, dated September 26, 2016, (the `Lease"), for the lease and use of real property known as Lease Site W3 and any improvements and facilities thereon ("Leased Premises") at Fort Worth Spinks Airport ("Airport"}. B. On January 24, 2022, Lessee notified Staff ❑f a sale of its leasehold interest in Lease to Assignee, pending City Council approval. C. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased Premises and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing to consent to such assignment, all on the terms and conditions set forth in this Consent. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows: 1. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date"). The Lease is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective Date, is a public document on file in Lessor's City Secretary's Office and Aviation ❑epartment and is incorporated herein by reference for all purposes. Consent to Assignment of CSC No. 48209 and 48209-A I by Marline Avialion, LLC OFFICIAL RECORD to: Air Centar Helieopters, lac. Page I ot'7 CITY SECRETARY FT. WORTH, TX 2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment and does not grant any remaining right, privilege or use to Assignee which is different from or more extensive than any right, privilege or use granted to Lessee by the Lease, in the event of any conflict between the Lease and the Assignment, the Lease shall control, in the event of any conflict between this Consent and the Assignment, this Consent shall control. 3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the Effective Date. 4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the Effective Date and (ii) any damages (subject to the terms of the Lease), including, bit( not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective Date. 5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after• the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to, property loss, property damage and/or personal in of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or after the Effective Date. 6, The person signing this Consent hereby warrants that he/she has the legal authority to execute this Consent on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Consent. 7. This Consent may be executed in any number of counterparts, all of which shall constitute the same instrument. 8. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Lease. [SIGNATURES APPEAR ON THE FCLLGWfNG PAGES] Consent to Assignment of CSC No. 48209 and 48209-A I by Marline Aviation, LLC to; Air Center Helicopters, ine, Page 2 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement ill multiples on this the day of 2022• Apr 1, 2022 CITY OF FORT WORTH: Dana Sir heloff By: Dana Eurgh�ar 31. +42218:25CDT) Dana Burghdoff Assistant City Manager Date: Mar 31, 2022 M&C:22-0235 M&C Approved: 03/29/2022 Form 1295:2022-843260 STATE OF TEXAS COUNTY OF TARRANT APPROVED AS TO FORM AND LEGALITY: By: e &.1"Thomas Royce Hansen, Assistant City Attorney ATTEST: G2e-eetts si Lo'�dmlC By: Janoette S. Goodall (Apr 1, 2022 09:29 CDT) ]annette S. Goodall, City Secretary D�°FORr�¢ oQ ,FYI. `� -000 AT 0 V D �J 6 o � A 0 00 *00 ]t 000°0000 4' BEFORE ME, the undersigned authority, a Notary Public in and For the State of Texas, on this day personally appeared Dana Burghdoff, 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 the City of Fort Worth and that he executed the same as the act of the City of Fart Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY [-LAND AND SEAL OF OFFICE this , 2022• Mar 31, 2022 ��w G * 5ELENA ALA r° Notary Public * STATE OF TEXAS Notary E.D. 132422528 ��� My Comm. Exp. Mar. 31, 2024 l Se.le n a Ala y M a r 31, 20221 & 28 CDT) Notary Public in and for the State of Texas [SIGNATURES CONTINUE ON THE FOLLOWING PACE] Consent to Assi6mment of CSC No, 48209 and 482U9-Ai by Marline Aviation, LLC to: Air Center Helicopters, Ine. Page 3 of7 day [OFFICIAL RECORD CITY SECRETARY FT. WORTH. Tx Contract Compliance Manages-; By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 2E5r ara dwin Real Property Manager Title [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] Consent to Assignment of CSC No. 48209 and 48209-Ai by Marline Aviation, LLC to Air Center Helicopters, Inc. Page 4 of 7 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX LESSEE: MARLINE AVIATION, LC By: MARK EDDINS Date; .3 ] a"I STATE OF TEXAS § COUNTY OF -M § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared MARK EDDINS 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 MARLINE AVIATION, LLC, and that he executed the same as the of MARLINE AVIATION, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. i GIVEN UNDER MY HAND AND SEAL OF OFFICE this day B!r"h , 2022. RENEE R. HUGHES �SNotary Pubtic, State of Texas 1 Comm. Expires 11-02-2024 t [ p ■rn+r Notary ID 12154553 � L1 Notary Public in and fd ie State of Texas [SIGNATURES CONTINUE ON TI I FOLLO W ING PAGE] Consent to Assignment of CSC No. 49209 and 48209-Al by Marline Aviation, LLC to: Air Center Helicopters, inc. Page 5 of? OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ASSIGNEE: AIR CENTER HELICOPTERS, INC. BK — — J A14 EAN Date: 3 — '2T+0D z Z STATE OF TEXAS COUNTY ❑I vrC -A- BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared JOHN L, BEAN 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 AIR CENTER HELICOPTERS, INC., and that he executed the same as the of AIR CENTER HELICOPTERS, INC., for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAT, OF ❑FFICE this day }Rr aGs GAROLYN NICOLE NEWMAN i r Notary ID IM0637368 sY +t My Commission y9.225p+res Notary Public in and for the State of Texas Consent to Ass tgjiment orCSC No, 49209 and 49209-A1 by Marline Aviation, LLC to Air Center 1leIicopters, bu. Page 6 of 7 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create Now From This MSC official site of the City of Fort Worth, Texas Fa RT�RT1I REFERENCE **M&C 22- 55FWS CONSENTASSIGNMENT DATE: 3/29/2022 NO.: 0236 LOG NAME: GRND LEASE W3, AIR CENTER HELICOPT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (C❑ 6) Authorize Execution of a Consent to Assignment of a Ground Lease. Agreement for Lease Site W3 by Marline Aviation, LLC to Air Center Helicopters, Inc. and a Consent to Leasehold Deed of Trust with Air Center Helicopters, Inc. and Independent Financial for the Purpose of Financing the Purchase of the Leasehold Interest of Lease Site W3, Located at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a consent to assignment of a ground lease agreement for lease site W3 by Marline Aviation, LLC to Air Center Helicopters, Inc. at Fort Worth Spinks Airport; and 2. Authorize the execution of a consent to leasehold deed of trust with Air Center Helicopters, Inc. and Independent Financial for the purpose of financing the purchase of the leasehold interest of Lease Site W3, located at Fort Worth Spinks Airport. DISCUSSION: On September 13, 2016, through Mayor and Council Communication (M&C) C-27907, City Council authorized Lessor to execute an unimproved Ground Lease Agreement and associated mandatory improvements under City Secretary Contract {CSC} 48209 with Marline Aviation, LLC (Marline Aviation), dated September 26, 2016, for the lease and use of real property known as Lease Site W3 and any improvements and facilities thereon, consisting of 42,992 square feet of ground space, 49,992 square feet of shared aircraft parking and 3,923 square feet of shared access easement (Leased Premises) at Fort Worth Spinks Airport (Airport). Mandatory improvements included a 16,000 square foot hangar and associated office space on the site. On November 2, 2016, the Lessor and Marline Aviation entered into CSC 48209-A1 to correct a monthly rental payment calculation. On June 13, 2017, through Mayor and Council Communication (M&C) C-28273, City Council authorized Lessor to execute a Consent to Leasehold Deed of Trust with Marline Aviation in favor of PlainsCapital Bank to finance the construction of improvements at lease site W3. The loan will be satisfied and the lien removed upon a sale of the leasehold interest of lease site W3 located at Fort Worth Spinks Airport. On or about January 24, 2022, Marline Aviation notified the Aviation Department of a request for a consent to assignment of the lease to Air Center Helicopters, Inc. (Air Center Helicopters) due to a pending sale of its leasehold interest. The mandatory improvements required under the Lease have been completed and now include a 19,723 square foot hangar which includes office space. The lease will expire on August 31, 2046, with two consecutive options to renew for two additional successive terms of five years each. Annual revenue from the lease is approximately $21,866.16 payable in monthly installments of $1,822.18. Rental rates shall be subject to an increase on October 1st of any given year, rased on 1ittp:llapps.cfwnet.org/cauncil_par-ket/mc_review.asp?ID=29790&councildate=3/2912022 3/29/2022 M&C Review Page 2 of 2 the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth Metropolitan area. At no time will the adjusted rate exceed the then current rate published in the Schedule of Rates and Charges. Five-year rate adjustments are applied to the ground rate with the next scheduled adjustment on October 1, 2026, and every fifth year thereafter. The Consent to Leasehold Deed of Trust will grant Air Center Helicopters" lender, Independent Financial, the right, subject to the previous lien, to operate as Lessee or secure another tenant in place of Air Center Helicopters, if previously approved by City Council, in the event Air Center Helicopters defaults on the loan or the lease with the City of Fort Worth. The Ground Lease Agreement prohibits Air Center Helicopters from making any assignment of the lease or causing a lien to be made on improvements constructed on the leased premises without City Council approval. This type of transaction is routine for airport tenants and staff has no objection to Air Center Helicopters' request. Fort Worth Spinks Airport is located in Council District 6. FISCAL_ INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the lease, funds will be deposited into the Municipat Airport Fund. The Aviation Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference # Amount 1❑ I I ID I I I Year Chartfield 2) Fund Department Account Project Ib 1. . I.D. Submitted for City Manager's Office by - Originating Department Head: Additional Information Contact: ATTACHMENTS Program I Activity I Budget Year Dana Burghdoff (8018) Roger Venables (5402) Ricardo Barcelo (5403) FI❑ TABLE.xlsx (CFW Internal) Form 1295 Certificate 1.25.2022 Marline Signed.pdf (CFW Internal) Form 1295 Air Center Helicopter.pdf (CFW Internal) Form 1295 Independent Financial.pdf (CFW internal) Marline Aviation W3 Location Map.pdf (Public) Reference # Amount (Chartfield 2) littp:Ilaplas.cfwjaet.of•glcouncil_pacicctlinc_i-eview.asp'?IDJ 29790&councildate=312912022 3/29/2022 EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT Consent to Assignment oITSC No, 49209 and 48209-AI by Marline Aviation, LLC to: Air Center lielicopters, Inc. Page 7 of 7 ASSIGNMENT AND ASSUMPTION OF CONTRACT This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made effective this _ day of 2022 ("Effective Date"), by and between Marline Aviation, LLC, ("Assignor"}, and Air Center Helicopters, Inc. ("Assignee"), sometimes together referred to as the "Parties," WITNESSETH: WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease Site No. W3, Fort Worth Spinks Airport, mare commonly known as City Secretary Contract No. 48209 as amended by 48209-A1, attached hereto as Exhibit "A" and incorporated herein by reference, by and between Assignor and the City of Fort Worth, having an effective date of September 1, 2016 (the "Lease Agreement"), Assignor is currently the lessee of approximately 42,992 of ground space ("Ground"), 49,992 of shared aircraft parking ("Apron:'), and 3,923 of shared access easement ("Easement") at Fort Worth Spinks Airport in Fort Worth, Tarrant County, Texas, known as Lease Site No. W3 (the "Premises"), being more particularly described in Exhibit "A"; WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and Assignee desires to assume the Lease Agreement; WHEREAS, the City of Fort Worth is willing to approve this Assignment on the conditions that all terms and conditions of the Lease Agreement and all related documents remain in full force and effect and that Assignee is hound by the terms and conditions of the Lease Agreement as if it had executed the Lease Agreement as an original lessee. NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Subject to and in exchange of payment from Assignee to Assignor in the amount of $10.00 and other good and valuable consideration as more particularly described in the Parties' "Purchase and Sale Agreement" dated February 2, 2022, Assignor noes hereby agree to assign, sell, transfer, and convey to Assignee, all of Assignor's right, title and interest in and to the Lease Agreement, in the leasehold created thereby, and any and all improvements located on the Premises, to have and to hold from the Effective Date hereof until the end of the term of the Lease Agreement, as such term may be extended pursuant to the terms thereof. 2. Assignee hereby accepts such assignment and transfer- and agrees to assume and to perform and discharge all obligations, liabilities, duties and covenants of Assignor under the Lease Agreement as of the Effective Date hereof, including, but not limited to, the payment of rent, payment of utilities, procurement of insurance, obligations to indemnify, compliance with any applicable laws and regulations and performance of upkeep, maintenance and repairs of the Premises, where required by the Lease Agreement, which may arise on or after the Effective ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3 Date hereof and relate to the period on or after the Effective ❑ate hereof, to the same extent as if Assignee had originally executed the Lease Agreement and was named as the "Lessee" therein. 3. Assignee hereby indemnifies and holds Assignor harmless from and against any and all claims, expenses, costs, obligations or other liabilities with respect to the Lease Agreement arising or incurred on and after the Effective Date hereof with respect to events occurring on and after the Effective Date. 4. Assignor makes no representations or warranties of any kind or nature whatsoever with respect to the Lease Agreement or the Premises, whether express or implied, any and all such representations and warranties being expressly disclaimed. 5. Assignor represents and warrants that there are no agreements, oral or written, with respect to the use or occupancy of the Premises and the improvements located thereon other than as contained in the Lease Agreement. Further, Assignor represents that the Lease Agreement is in full force and effect, and is not in default or subject to defense, offset, ❑r counterclaim on the part ❑f Assignor. 6. This Assignment shall inure to the benefit of and be binding upon and enforceable against Assignor and Assignee and their respective successors and assigns. 7. This Assignment shall be deemed to be an agreement made under the laws of the State of Texas, being where the Premises is located, and for all purposes shall be governed by and construed in accordance with the taws of the State of Texas. 8. This Assignment contains the entire understanding between the Parties with respect to the assignment of the Lease Agreement as contained herein. This Assignment may not be changed or modified orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought. 9. This Assignment is subject to the City of Fort Worths Consent, -1 a. Upon complete payment as required in the Parties Purchase and Sale Agreement and consent from the City of Fort Worth, Texas, the Commercial Lease Agreement between Assignor and Assignee for the subject pro pertyllease shall be deemed mutually terminated by the Parties hereto. i 1. This Assignment (and the City of Fort Worth's Consent to this Assignment attached hereto and made a part hereof) may be executed in one or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute but one and the same instrument. ASSIGNMENT AND ASSUMPTION ❑F LEASE Page 2 of 3 To be effective the Effective Date provided hereinabove. ASSIGNOR: MARLINE AVIATION, LLC a Texas limited liabili/comany By: Mark Eddins, Managing Member Dated: , 2022. ASSIGNEE: AIR CENTER HELICOPTERS, INC. a Texas Corporation By. .1-Q---i --�- John ea , EVPICQ❑ Dated: .-rot 2 , 2022. ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3 Exhibit "A" Unimproved Ground Lease Agreement Lease Site No. W3 Fort Worth Spinks Airport Page 1 of M D217108588 5/1512017 5:00 PM PGS 31 Fee: $136.00 Submitter_ S1MPLIFlLE Electronically Recorded by Tarrant County Clerk in Official Public Records � . 61► c1.r. Mary Louise Garcia cff 7 "eTF�OU CCmma ids ' FORT WORTH SPLVKS AIRPORT T GROUND LEASE AGRE E, MENT LEASE SITE W3 YL4RLIIk'L, AVIATION, LLC This GROXTINM LEASE AGREEMENT ("Leaser) is magic and entered into by and between the CITY OF FORT WORT -1 ("Lessor" or the "City"), a home ruic municipal corporalian o►ganized under the law- s of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Massager, and MARLI.x►lE AVIATION, LLC a Texas Limited Liability Company, acting by and borough Aaron Stalberger, its duly authorized V? of Operations. In consideration of the -mutual eovcnants, promises and obligations oontained heroin, the Patties agme as foilovis: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 42,992 square feet of ground space ("Grounds'), 49,992 of shared aircraft parking ["Apron"], and 3,923 of shared access easement (Hprasement") at .Fort Worth Spinks Airport („Airport") in Fort Worth. Tarrant County, Texas, identified as Lease Site V aa, (Tr'emises"), as shown in Fa:bibit "A?", attached hereto and hereby made a part of this Lease for all purposes. TERM OF LEASE. 2.1. Initial Term. T'lte initial term of the Lease ("Initial Term") shall commence at 12.00 a,m. on September t, 2016 ("Effective Date"), and expire at 11:59 p.zn. ors August 31, 2046, unless terminated earlier as provided herein_ 2.2 Renewals. 1I Lessee performs and abides by all provisions and condfdons of this Lease, upon expiration of the 1hitiai Terni of this Lease, Lessee shall have Uvo options to renew for an additional fire years each (a "Renewal: Term' }. In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less th= ninety (90) days and no more than one hundred eighty (190) days prior to the expiration of the Initial Term. Marline Aviation.I.LC— Leave Site W3 Ground L=c Fort Worth Spas Airpon Pap 1 or2s .NVICIAL RECORD r.ITY SEC R'r7:t1O 2.3. Roldover. If Lessee holds over after the expiration of the TniCial Term or any Renewal Term, this action will create a month -to -month tenancy. In this overt, 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 schcdulo in effect at the time of the Sdoldover, The hangar rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shah the hangar rate be less than the value assessed upon completion of a prop' appraisal completed by a third party vendor that has been approved and secured by Lessor. A ten percent (I00A) increase will be added to the Fair Market Value rate unt l a new lease agreement is approved and executed_ no holdover Period Will not eared six (6) months from the time the current lease agreement expiros. Upon the expiration of the holdover period, the City may exeroise all legal rights and remedies available, including but trot limited to e^viotion. 3. RENT. 3.1. Ground Rate. Lessee shall Commence the payment of rent for the Ground on. the Effective Date. Lessee hereby promises and agrees to pay Lessor,, as annual rent for the Ground, twelve thousand, four hundred sixty-seven dollars and sixty-eight cents ($12,467 68), at a rate of twenty-nine cents ($0.29) per square foot, payable in eauai monthly installments of one thousand, ibirty-eight dollars and ninety-seven Cents ($11038.97). Lessee shall conurence the payment of rent for the shared Apron on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Aprom seven thousand, two hundred forty-eight dollars and eighty-four cents ($7,248.84), at a rate of fourteen and a half cents ($0.145) per square foot, payable in equal monthly installments of sin: hundred twenty-four dollars and ninety cents ($624.90). Lessee shall commence the payrnent of renc for the shared Easement on the Effective Date. Lessee hereby promises and awes to pay Lessor, as annual rent for the Easement, txvc hundred, sixty-eight dollars and eighty-four cents ($568.84), at a rate of fourteen cents (50.145) per square foot, payable in equal monthly installments of six hundred forty-seven dollars and forty cents (WAO). 3.2. Rate Adjustments. 3.2_1. Consumer Price Index Adjustments. ,"Winc Aviation. LLC — L=c Sitc W3 Ground Least Wart Worth S d—z Airpon PS1,C2ar2s The rental rates under this Lease are based on Lessor's current published Schedule of hates and Charges. Rental tat-S are subject to increase beginning October 1, 2016, and on October 1" of -any subsequent year during the Initial Tc= and any Renewal Terra, to reNct any upwtvd change in the Consumer Puce index for the Dallas/Fort Worth Metropolitan Area, as amounted by the United States Department of Labor or successor agency (i) f'or the $rst increase, suite the Effective Date oi;'tiv.s Lease and (H) for each subsequent increase, since the effective date of the last increase (the "Annual Rent Adjustmenfo; provided, howcvcr, that Lessee's rental rates shall. trot exceed the then -current rates prescribed by Lessor's published Schedule of Rates and Charges. 3.2.2- Five -Year Ad ustments, Ground Mate. 111 addition to the Annual .Rent Adjustments, on October 1, 2421, and every fifth (5th) ytar thereafter for the remainder of the term of the Lease, the Ground reMal rate shall automatically be adjusted to equal the then -current rates prescfib:.d by the Schedule of Rates and Charges. 3.3. Nvwent Dates and. Late Fees. Monthly rem payments are due on or before the first (1 st) day of each month. Payments must be received during normal business ho= by the due date at the location for Lessor's Aviation Department set forth in SectioD I5. Rent Shan be considered past due if'Lessor has not received full payment after thetenth (loth) day of the month for which payment is due- Without droning Lessor's termination Tights as provided by this Lease, Lessor will assess a laic penalty oho of ten percent (10%) per month on the entire balance of any overdue mat that Lessee may accrue. 4. CO NS'l RUC'nCIN A_NA lei PROVEMMNI TS. 4.1. Mandatory Tmprrovements. As additional security fox this Lease, Lessee covenants and agrees that it shall construct the improvements set Ponta below on the Premises owned by the City of Fort Worth, The improvements approved shall be referred to as "Mandatory I mpxoverrients", as referenced in E-chffibit "l3" 4.1.1. Lessee shall commence eM- As to perform construction within six (6) months following the execution of this Lease. Construction and issuance o£ a Certificate of Occupancy of an approximately 16,000 square foot baraW shall be completed no later than eighteen (18) months after issuance of all necessary permitting and Marline A+;atior., LLC — Lc sc Site W3 Ground Lease Fort WOO spinh Ahpwi Page of25 approvals required by the City of Fort Worth and any other state. IocaI or Federal gover-mental unit or aMency, subject to reasonable delays caused by weather, or force majuer. 4.1-2, Lessee shall complete the Mandatory Improvements according to the project Schedule ('Schedule"), as identified in l xldbit'S-V. For each major task on the Schedule, Lessee shall provide, at a mini=rn, A 24-hour advance notice of 4.13. At the completion of c❑nstruction. Lessee shall provide to the Lessor, a copy of'the Certificate of docupaney, a complete set of Record Drawings and/or As -Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total cost/value of the Mandatory Improvements. Lessee sMI ftiIly comely with all provisions of this Section 4 in the performance of any such Mandatory Irripmvements. Should construction not be completed as evidenced bythe issuance of a Certificate of Occupancy within the applicable time period set forth above, Lessee shall present to Lessor evidence of the cause for such delay, and any other information requested by Lessor, to assure construction will be completed in a reasonable time, Should Lessee fail to provide such information, Lessee shall be in default of this Lease and Lessor shall terminate Lessee's rights to tale premises in its entTety. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of this Lewe in any way, an .Amendment to the Lose shall be signed amd date by both Lessor and Lessee and shall he attached to and made a part of this Lease and shali supersede the previous terms, provisions, and specifications as specifically identified. Upon issuance of the Certificate of Occupancy Lessor shall take full title to the Mandatory Improvements an the premises_ The commencement and completion dates in this Section 4.1 are subject to the provisions of Section 27 below, and aszy delay by reason of force majettre shaII result in a day -for -day extension of the period for performance, provided that the party is diligently and coptnuously pursuing in good faith a remedy to the delay during such time. 4.2. Discretionarvinmroyements. Lessee may, at; its sole discretion, perform modifications, renovations, improvements ar other construction work on or to the premises (collectively, "Improvements") so long as it first submits all plans, specifications and estimates for the costs of Ole proposed work in writing and also requests and .receives in writing approval from the Director of Aviation or authorized representative { Tlrectoe'). Lessor agrees to respond in writing to Lessee's requests for approval within thirty (30) calendar days of receipt of such requests. Lessee covenants and agrees that it shall fu)Iy comply with all provisions of this Section 4 in the undertaking of any such Xmprovcmmnts_ Lessor shalt take frill title to any Midinc A%iMi'm LLC T Lme Shr W3 Gmand L=c rorDJorth apinLs Akpprt °agc4 of25 ImproveMents on the Premises upon the expiration or earlier termination of this Lease, provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby, 4.3. Zmeess for Approval of Plants. Lessee's plans fax• Improvements shall conform to the Airport's architectural standards and must also receive written approval from the CiVs Depaztments of Planning and Development 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 any Improvcmcrrz: including, at a minimum, as -built drawings of each project, has-birilt drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the tactual docurneacation in computer format as requested by Lessor. 4.5. Bonds Rcauired ofLosee. ['PHIS SECTION ❑MITT)✓D] 4.6. Bands Required of Lessee's Prime Contractor. Prior to the Commencement of any Mandatory Improvement or improvement, Lessee's respective prime contractor shall execute and deliver to Lessee surety performancc and payment bends in accordance with the Texas Government Code, Chapter 2253, as amended, in the amount of the respective contract price to cover tl>e costs of all work performed under such contractor's contract for such improvements. Lessee's prime contractor shall also furnish a maintenance bond in ann amount equal to the contract price as secutity to protect Lessor against any defects in any portion of the improvements. The maintenance bond shall remain in effect for two (2) years after the date of final acceptance of the improvement by the Lessor. Lessec shall provide Lessor with copies of such bonds prior to the commencement of such Improvements, The bonds shall guarantee (i) the faithful performance and completion of all consa-uction work in accordance with the final plans and specifications as approved by Lessor and (ii) full payment for all wages for labor and services and Of all bills for materials, supplies and equipment used ill the performance of the construction contract. Such, bonds shall name both Lessor and Lessee as dual obligees, if Lessee serves as its own contractor, Section 4.5. shall apply, Mini'mAviadorr UC--L=c31tcW3 Ground [.ease FOrTWOrLh spinks Airport Pare 5 of 25 4- 7. Releases by Lessor Upon Conlgletion 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 O, where Lessee serves as its awn aotttraetor, verification that Lessee has completed cOnstructioft 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 Naivcrs of liens. 5. USE or, L41, SSE, . Lessee hereby agrees to use the Premises solely .for aviation -related purposes only and stdctly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Fromisas, including individual hangars, to various third patties ("Sublessees") for aviation -related purposes only 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 trams and conditions that (i) do not conflict with Lessee's duties and obligations under this .Lease; (1i) incorporate the terms and provisions of this Lease; till) restxict the use of the. TPrentiscs to aircraft storage or other aviation or aviation -related purposes acceptable to Lessor; and (IV) treat users ofhe 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 Iease foam, including rental rates, to the Director prior to Lessee's exccueon of.its first lease and from time to time thereafter following any material changes to such Tease form, includin , Without lirnita-d=, any changes to Lessee's rental rates for portions of the Premises. Lessee may make non -material modifications to i#s standard tease to the extent that such Are not contrary to Lcssoes Sponsor's Assurances. 6. RE, TORTS— AUDITS AND RECQRDTMI;P)G. Lessor xeserves the rightto require Lessee to -provide Ussor with a written annual report, in a forrtz acceptable to the Director, that reflects Lessee's rental rates for any subleases of the Premises in the irnmediately preceding calendar year. If required. such written annual report shall be provided to Lessor within thirty (30) days following the end of the preceding calendar year_ Lessor may request; and Lessee shall pxoraptly provide, similar repores on a mart frequent basis that reflect Lessee's rental rates 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 accordance with Lessee's current basis of accounting or, if Lessee changes such basis, in a manner satisfactory to Lessors Internal Auditor and at a location within the City of Fort Worth. Lessee's basis of accounting will be deerned to be to the satisfaction of Lessor's Internal Auditor if it is in compliance Mrh industry standards or generally accepted accounting Mailing Av adum UC - L=cc Site Wa Ground Lcas:' Fort Worth 5pihh AirNI Page G oM principles. Upon Lessors request and following reasonable advance notion Lessee will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor, at Lcsso>'s sole cost and cxpeuisc, shall bane the right to audit such books and records in ordcr to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITY Els. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all U66ty services to all portions of the Premises and for alI other related utility expenses, including, but not limited to, deposits and expenses required for The installation of meters. Lessee fiarther covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and alI utilities serving the Premises. In addition, Lessee agrees that aII utilities, air conditioning and heating equipment and other electricaIIy- operated equipment which may be used on the. Premises shalt fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be =ended. S. M LNTINANCE AND REFAERS. U. 'Maintenance auad RMain by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonablt weak and tear excepted. Lessee covenants and agt-ces that it will not make or surfer any waste of the Promises. Lessee, at Lessee's sole cost and expemc, witl make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not lirnited to, the maintenance of and repaims to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding pavement on the Prenuscs. Lessee shall be responsible for all darmoes caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise core all such damages at Lessee's sole cost And exncnsc. Lessee agrees that all improvements, trade fbaures, furnishings, equipment and other persort?J property of every kind or description which may at any time be on the Premises shaE be at Lessees 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 su&zed by Lessee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, .plumbing fixtures, electric wires, noise, gas or odors, or from carries of any other matter. 82. Cornraiianco with AX]A. Mad ina Aviation, LLC-14= V,e W3 FOn Weji SP4*,- Aicpp;r FV7 ar?S Lessee, at its sole cost and c.Yponsc, agrees to keep and maintain the Premises in full compliance at all times with the Americans With Disabilities Act of 1990, as amended C DA" ), In addition, Lessee agrees that all improvements it makes at the Airport shall comply with. all ADA requirements_ 8.3. Inaections. 8.3.1. Lessor eriaiI have the right and privilege, d=ug z its officers, agents, servants or employees, to inspect the Premises. Except in the event of aii eme genoy, Lessor snail conduct such inspections during Lessees ordinary business hours and shall use its best efWrts to provide Lessee at least four (4) hours' notice prior to any inspection. 8.3.Z. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such maintenance or repair worst diligendy within thirty (30) calendar days following receipt of such notice and to then complete such maintetrarim or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the xccommendcd 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 bobalf of Lessee. In this event, Lessee will reimburse Lessor for the cost oftlle 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 under fcderal state or local laws, rules or regulations. 8.3A. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Fromisw and lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Promises into compliance with the City of Fort %Vorth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper conditions accessible fire extinguishers of a number and type approved by the Fite Marshal or .his or her authorized agents for the particular hazard involved, SA. Environmental hemediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and Iocal environmental regulations or standards. Lessee agrees that it has inspected the Promises and is fully ;advised of its awn rights without reliance upon arzy representation made by Lessor concerning the environmental condition of the Xniinc Aviadcm UC— L= Sits W3 ¢,nundtA= Fon Wbrlh Spinim Axpor. Plige 9 of7S Premises. LESSEE, AT ITS SOLE COST AXD FYP.IINSFy AGREES THAT IT SRALL BE F=y AESPOAMLE FOR THE REME.DIATI'ON or2 ANy VIOLATION OF ANC' APPLICAI;M ,FEDERAL, STATE OR LOCAL EXURONMENTAL REGMATYONS OR STANDARDS TIIAT IS CAt4S'ED Ry LESSR, ITS 4.MCERS, AGENTS, SERVANTS, ENIPLOMS, CONTRACTORS, SUBCONTRACTORS OR .f1V KMES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install -mid maintain signs an the exterior of the hangar or Premises related to Lessee's business operations. Such signs, however, must he in koepirg with the si= color, location and manner of display of other signs at the Airport. Lessee shah maintain all such signs in a safe, neat, sightly mid physically good condition. 10— RIGHTS ASP RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations; I0.1. Lessor reserves tho right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or pexzvMng 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 consi:ued to obligate Lessor to relocate Lessee as a result of any such Airport developments or imorovcrnents. 10Z This Lease shall be subordinate to the provisions of any existing or future agreement baiNveen Lessor and the United Statos Goverament, which reIatee to file operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the devoiopment„ maintenance or repair of Airport infrastructure. In the event that any such existing or future as7eement 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 clays, this Lease shall continue in i:;ail 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 savcn (7) and one hundred eighty (180) days, then for such period (1) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides Ka fsnnAvia9on LT.C— [zmr Si r W3 Ground T.sas� Fort Worlx Sinks Ai: pea adequate proof to Lessor tliat die Limitation has directly caused Lessee a material loss in revenue; 00 subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as tbey existed on the date such Limitation coramcnccd; and (iii) the term of this Lease shall be. extended, at Lcsseds option, for a period equal to the duration of such Limitation. If the Limitation lasts more theta one hundred eighty (180) days, then (i) Lessor and Lessee may, but sha3 not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) exiond the tear, of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) clays' vATittet notice to Lessor. XO.�. During any war ar national emergency, Lessor shall have the right to Ieasc 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 C-overnment shall be suspended. Lessor shall not be liable for any loss or damages allcgcd by Lessee as a result of this action. However, nothing in this Lrsase shall pro vent Lessee from pursuing any rights it may have for reimbursement f m the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10 A directly causes a Limitation for a period of less than seven (7) calendar days, this Lease shall contirtue in full force and affect- If the Limitation Iasts more than seven (7) calendar days. Lessee and Lessor sbalI 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; (H) subject to ordinary wrar and tear, Lessor sisal[ maintain and preserve the Premises and its improvements in the same condition as they existed an the date such Limitation commenced; and (iii) the team of this Lease shall be extended, at L.essce's option, for a period equal to the duration of such Linratatzon. If the Urnitation 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 term oftltis Lease, or (ii) Lessee may terminate this Leaso upon thirty (330) days' written notice to Lessor_ 10.5. Lessor covenants and agrees that during the tern 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 .Aiaport ,Act; and Lessee agrees that this Lease and Ussee'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 tilt installation, Marline Aviation. LLC —Lease site w3 Ground Lon Po:tWorth Spi6m-AiSp . Page 10 am maintcmnce, inspection, repair or rernravai of f2cilities owned or operated by electric, gas, water. SOWOr. 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. 14.7. Lessor agrees Lessee shall have the right Of ingress Ind egress to and from the Premises by means of roadways for automobiles and Mxiways for aircraft including access during the construction phase of airport improvements. unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the Occupancy and use of airport premises as adopted irom time to time by the City of Fort Worth and by the Federai Aviation Administration or miy other state, federal or local authority. 11. INSURANCE. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as spceificd herein, naming the City of Farr Worth as an additiona[ imrcd and covering all public risks related to the Icasing, use. occupancy, rnaintcrnancc, existence or Iocation of the Premises. Lessee shall obtain the required insurance specified to be maintained by a commercial tenant in accordance with Exhibit "C", the "City of Fort Worth Aviation Insurance Requirements" attached hereto and made part of this Lcasc for all purposes - In addition, Lessee $mall lie responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or it] its care, custody or control. 11.1, Adjustments to Required Coverne and UrniLs. lnsaranoe requirements, including additional types of coverage and increased lirnits on existing coverages, are subject to change at Lzssoes 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. I1.2. 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. Le.Gsec hereby covenants and agrees that 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, wa ircAviatim LLC — i.Cawsire L1+3 G=und Uase ?ort Worth Spinks Airpu.t Page 11 0M provide Lessor with evidence that it has maintained such coverage in ful: force and effect. I.I3. Additional Rmircments. Lessee skull r.nainWn its insurance with insurers authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall he endorsed to cover all of Lessee's operations at the Airpom to grant additional insured status to the City, its Officers, Employees and Volunteers, and to provide that no ,material changes in coverage, including, but not limited to, cancellation, terminadon, n4nrenewal or amendment, shall be made without thirty (30) days' prior wriaen nptice to Lessor. The Lessee is -responsible for notifying, the City of any change to its insuimce coverage that amends or alters the coverage required by this Lease. 12. T DEPEI DENT CONTRACTOX2. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granied herein, and not as an agent, representative or employee of Lessor. Lessee shai[ have the exclusive right w control the details of its operations and activities or: the Premises and shall be solely responsible for the acts and omissions of its dicers, agents, servants, employees, contractors, subcontractors, patrons. licensees and invitnes_ Lessee aelmowledges that the doctrine of respondex superior shal l not apply as between. Lessor and Lessee. its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing harcin shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 13. I NDE Nf N1FI C A.TIO N LESSEE HERL'BY ASSlr MrS ALL LIAB.i!UIT AND RESTONSLRff r3'F FOR PROPERTY LOSS, PIZOPERTY DAiW GE AIY,[ IOR PERSOArAL 11V'IC]2zY OF ANY )MO, Ili"CLUD12VG DEAM, TO ANY AND ALL PERSONS, OF ANY KVM OR CgARACTE, WRETHER REAL OIZ ASSMED, ARISXIVG OUT OF ❑)Z IN CONIVECTIO.N WITII.ITS USE OF T,hfE AIRPORT BINDER T.I~ M LEASE OR 17TH THE LEASING, MAEMNANCE, USE, OCCUPANCY, EXISTENCE OIZ LOCATIOjV OF TITE PREMISES, EXCEPT TO THE EXTENT CAUSED B)r M NEGLIGENCE OR IV7T7V7 'ONAL MISCONDUCT OF LESSOR, ITS OT'FJ(GEAS, AGENTS, SERVANTS OR F. MPLOMMYS. LESSEE COYENANI'S AND AGREES TO, AND DOES TO TYE EXTENT ALLOWED BY LAW, WITHOUT WArFEVG ANY DEFENSES PRO ENDED BYLAW, LEREBY 1'NDE1V-T=, HOLD ,Ir4RAM6SS AND DEFEND LESSOR, .ITS OFFICERS, AGENTS, SERYANIS AND EMPL0YE.ES, F.AOM"AND AGAINST ANY AND ALL CL LiMS OA MWn7T.S FOR EITHER PROPER27 DANA G9 OR LOSS (12VCLVDEVG ALLEGED .DAMAGE OR LOSS TO LESSEE'S BUSEVESS AND ANY MaOlna Aviation. LLC — Lmo Si:c W3 Gromm t c= Fort Worth SAirport Pie 12 ors RESM,727VO LOST PROMTS) AND/O1Z PF—RSONAL INJUjZy, INCLUL M DEATH, TO AM A1VD ALL .PERSONS, OF ANY KIND OR CHARACTER, W.E�'.ET= REAL OR ASSERTED, ARISING OUT OF OR RV CONNECTtON WITH LESSEE'S USE OF TIC AIRPORT UNDER TRAYS LEASE OR WITH 7WE USE, LEASL G,]ETEAAICE.OCCIiANY,ESTENCEOR LOCiITZ0VOFTIM PREIU)U{�, EXCEPT O TM EXTENT CAUSED B/ ZHE 1PLrGMYlLOR TIVTENTTOXWL ?v17SCOND UCT OF LESSOR, r3 S OFIrICs U, AGENTS, SER VVAN2"S OR EI MOPEES. LESSEE ASS RES ALL R.ESPONSMILITY AND AGREES TO PAY -T- SSOR FOR ANY AND ALL LWVRIE'S OR DAMAGES TO LESSOR'S PROPERTY WMCH ARISE OUT OF OR)W CONNECTION W.ITR'ANFAPM A LACTS OR MY1SS10IYS OF LESSEE, ITS OFFICERS, AGENTS, EAMOYWES, CONTRACTORS, SV73G'0?VTRACTORS, LISEES DR I?V�3'EES, EXCEPZ ToT}TE EYTENT C4x1SED DY TRTI NEGLIGENCE OR 1NTB7'W0NAL MMCOIYDUCT OF LESSOR, ITS OFMERS; AGENTS, SERVANTS OR EMPLOYEES. LL'•ZOA DOES NOT GXIARANTEE POLXCE PROTECTION TO LESSEE, AN-Y SUBLESSEES OR TH'M PROPERTY'. LESSOR IS OWGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MATNTA.IN LESSOR'S CWR.7YF1C47T0N UNDER FAA BEGULATIONS LESSEE SHALL COZY WIM ALL APPLTWL.EREGVLATTONS Or, THE FAA RELATING TOAMPORTSE'CUYtt?T LESSEE ,SHALL PAY ALL FJNES IMPOSED BY THE FAA 091V LESSOR 01Z LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FA&URE TO COAIPLY WITH SUCH FAA R,EGULA77ONS OR TO .PREVE4'T WAUTIIORTSED PERSONS OR .PARTIES FIZOM THEM OSTADVEVG 4CCESS TO x"M AIR OP.ERATIONSAREA OFTIMAMPORTFROM 7 EPREMISES. 14. aRMI ATION. In addition to termination ruts contained elsewhere in this Lease, Lessor shall have the right to te=inate this L.easc as follows: 14.1. Failure by Lessee to Pay Rent, Fees or Other Charges. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (l 0) calendv days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lcasee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor span deliver written notice to lessee specifying the nature of suoh breach or default. Lessee shall have thirty (30) calendar days following receipt of such written Mwarn a Aybr iofk UC —Lm%t Site W3 CADWA L=4 Fort Wpmh Spinks Aispor. Pugs 13 vfS notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or defauIt within such time poriod, Lessor shall have the right to terminate this Lease immediately, unless such bitach or default is not susceptible to cure within thirty (30) calendar days, in which event Lessee shall have such additional time to effect a cure as determined by Lessor. 14-3. Abarxdoumen# or I�Ian-Use of floe Prctnises. Lessee's abandonment or non-use of the Premises for any reason formcrc than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor, unless such non-use is caused by Force Majeure, as set fortis in Section 27 below 14.4. Lessee's Financial Obligations to Lessor u vn Termination Lreach or Default. If Lessor terminates this Lease for any non-payment of rent. ,fees or other charges or for emv other breach or default as provided in Sections 14.1, 14.2 or 14-3 of this Lease, Lessee sltall be liable for and shall pay to Lessor all xent due Lessor for the remainder of the term, then in effect as well as all arrearages of rentals, fees and charges payable hcreundcr. In no event shall a reentry onto or relett"sng of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. RSZWs of Lessor'Gpon Termination or E—.& tion. Uporm termination or expiration of this Lease, all rights, powers and privileges granted tc Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease, After such time. Lessor shall have the right to take IuII possession of the Premises, by forco if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem fxorn Lessor's termination of this Lease or any act incident to Lessoes assertion of its right to terminate or Lessor's exercise of any rigbts granted hereunder. 15. NOTICES. Notices rogtairod pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i) when hand -delivered to the tither party at such. addresses Usted below, or at such other addresses as the receiving party designates by proper notice to the sending parry, or (ii) three (3) days after being deposited in the United States Mail, postage prepaid, addressed as follows: Mariinc A,69ion, LLC—Lease Sk 1v3 Ground Lease ror t%Vorh Spiples Airp= Paga 14 of25 To LnSCR: City ofFort Worth Avlariorz Department 4201 N Main. St, Suite 200 FotT Worth, TY 76106 16. ASSIGNY MINT AND SMMETTING. 16.1. In General. To LESSEE, 'Marline Aviation, LLC ATTN: Aaron Stalbeeger 2301. FM 1187, Suite 203 'Mansfield, Texas 76063 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 ar i>,l% sts ;ranted by this Lease without the advance written consent of Lessor. 3-62. Conditions ofA roved Assianmeat$ and Sublessee. If Lessor consents to any assignment or sublease, all terms, covenants and agrcamcnts 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 obii;ations hereunder, including payment of rentals, fees and charges. 17. LIENS 13Y 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 soltr cost and expense, shail 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 termnatc this Lease upon thirty (30) days' written notice. ITowever, 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 agrccs to pixy 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. Marline Avb;iM U C—U= Site W1 Ground Lease Fort Werth Sninl r Airport iNsga 15 af2s 19. COI 2LIk CEWM-CLAWS, ORDINANCES. LTJLES AND REGULATIONS. C.essee covenants and agrees that it shall not engage in any unlawful use, of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, exnployees, Contractors, subcontractors, patrons, licensees or invitees to eng gago in 2ity uxtlaWf-.rl use of the Promises and .Lessee immediately shall remove from the Premises any person engaging h1 such unlawful activities. Unlawful use of the Promises by Lessee itself &lI constitute an immediare breach ofthisLease. Lessm agrees to comply 'with all federal, state and Iocal laws; all ordinances, rules and regulations, and minimum standards of Lessor, all rules and sea Iations and minimum standards established by the Director and all rules and regulations and minimum standards adopted by the City Council pert fining to the conduct required at airports owned and operated by the City, as such laws, ordinances, gales and regulations, and minimum standards exist or may hercaftr be amended or adopted. If Lessor notifies Lwscc in accordance wiffi Section- lS above of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct tho violation. 20, INON-iDISCRMUNATION COVENANT. Lessee, for hse14 its personal representatives. successor in interest and assigns, as part of the consideration herein, agrees as a covenant starting 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, disability, sex, sexual orientation, transgender, vender identity or ;ender expression. Lessec further agrees for itself, its personal representatives, successors in interest and assigns that no person shaiI be excluded from the provi$ion of any services on or in the construction of any improvements or alterations to tho Frcmiscs on grounds of race, color, stational origin, religion, disability, sex, sexual orientation, transgender, under identity or gender expression. Lessee agrees to fuirnisb its accommodations and to price its goods and services on a fair and equal basis to all persons_ In addition, Lessee covenants and agrees that it will at all. times comply with any requirements imposed by or pursuant to Title 49 of the Code of Fr-deral Regulations. Part 23, Non -Discrimination in Federally Assisted Prograrns of the Deparbmcnt of Transportation and with any amendments to this regulation which may Hereafter be enacted. If any claim arises fxorn an alleged violation of'this Dort -discrimination covenant by Lesser, its personal representatives, successors in interest or assigns, Lessee agrees to indenmify Lessor and hold Lessor hare. less. 21. LICENSES An Pl✓I~:NIIT Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for%he operation of its operations at the Airport, NUelfhe Avfntion. LLC — L Site W3 sfom r t.z,-.-c Fort Worth SrWz Airrrort 22. GOVERNMENTAL POWERS. it is understood and agreed that by execution of this Lease, 'Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The faUure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon approp-iiate perf'olmence or to assert any such right on any future occasion. 24. 'VENUE ANT 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 Jxssee's operations an the Premises, venue for such action shall lio in state courts located in Tarrant County, Texas or the United States District Court for the Northern District o; Texas, port Worth Division. This Lcasc shall be construed in accordance with the laws of the State of Texas. 25. ATTORNEYS' FEES. In the event them should be a bread/ or defazilt under any provision a► 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 observ--. aces of any covenant, obligation or agreement. Lessor and Lessoo agree that each party shall be responsible for its own attorneys' fees. 26. SEVERASILITY. 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 irrspaircd. 277. FORG4 MA7EURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shalt not be held liable for any delay in or omission of performance due to force rnajeure or other causcs beyond their reasonable control, hicluding, but not limited to, compliance with any government law. ordinance Gr 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. Madiar Avfatl=, LLC— Lcasc Six W3 Ow.%rd I rase Tact Wank SpinksAiMort Page 17cM 28. SIGNATURE AUTHaRT' Y. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on lx half of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled fo rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. HEADINGS NOT CONTROLLMG Headings and titles used in this lease are for reference, purposes only and shall not be deemed. a part of this Lease. 30. EIwCT1 MTY Or AGMM1'JNT. This written instrument, including any documents attached Izereto or incorporated herein by reference, contains the entire understanding and agreement between %ssor and Lessee, its assigns and successors in interest, as to ncr, 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 ofthis Leone shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [Si;naturc Pages Follow] Madinc Aviation. UC— Lcx Site Wi atound lz= Fort Waa Spin/ r Airport Pne]$o125 III' WITNESS REOF, the parties hereto have executed this Lease in inttitiples on this the J -day of.. CITY OF FORT WORTH: Fernando Costa Assistant City; Manager 1 (Date: 42_�' A6 _. STATE OF TEXAS COUNTY OP TARR ANT BEFORE ME, the undersigned audimity, a Notmy Pifolic in and for the State of Texas, on tYsis day Personally appeased Fernando Costa, 'lrmo-vNn to me to be the person whose name is subsoribed to the Foregoing instrument and acknowlt:dged to me that the sarne- -vas the act of the City of Fart Worth and that he executed the same as the act of the City of Fort 'Worth for the purposes and consideration, therein expressed and in the capacity therein stated. GI�Zi ER like M AND SEAL OF C*710E this � day . Y_1ri . , 2016. r . ,.n....,., Tftilii�a ..l0:r`1G, w a ar a{ass J''�N�;;,r� liG'•RT1 : i23B$32-L � APPROVECD AS TO FORM AND 5 ALJTY: By:An r L� ity Attonacy M&C: C 27907 Date: 9/13/2016 1295 Ccrtificate Number. 2016-94598 Mari ine AYLItim, f LC --.!.rats S4C W3 Ground Lz= Fort Won1i 5pirl.'s Ai mn Paso 19 *r29 Notary pizt!,c in apd/f+nr the Stoto. of Texts 1 ATTEST: B �r MaryY. set' City 5ecretaty a1"rr-6o4m RECORD aETARRF l 7A 5 law LESSEE: lMRLM AVT. n0K, LLC Aaron Stalberger. - W of Operations Date: 5-)-5---'-v4`ic- STATE OF TEXAS COUNTY OF f ATTEST: By. BEFORE NE, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Aaron Stalberger, 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 MARLINE AVIATION, LLC and that he executed the same as the act of X4RLM AVIATION, LLC for the purposes and consideration therein expressed and in the capacity therein stated, GWEN UNDER MY HAND AND SEAL OF OMCE this f day Sq- 'M C , 2016, Notary Public in andMr the State ofTexas kC t+26W}tMliC 5ilelTE oil 7' A:i L��� rscytroKao,�p,Now�Uc:,�is n idine Avia! i6r. LLC — Lcm Mc W3 C,sound r e= !'on Wc7di Spinkx Ahpor: ftL N OM 1�'1- V R%uAL PROPERTY DESCRUTIQN AND MAP FOR LEASE SITE W3 Being a 0.987 acre (4?_992 square fact) tract ofFand situated in and being a portion of Bloch 1, Fort Worth Spinks Airport, an addition to the City of Fort Worth. Tarrant County, Texas as shown on plat recorded in Cabinet A, Slide 353. Plat Rzcords, Tar -ant County. Texas and being morf- particularly described as follows: BEGINNING at an X cut in concrete for the Northeast comer of the Tract heroin described, the Southeast comer of Lease Site W-2 and the Northwest comes of an Aircraft Parking Area, from which a brass monument set in concrete described as SDinks Coy ),& Mmmment so. ? as shown on Page 2 of a" of said pint beats N� 1005973" E, a distance of 1,551.02 feet, said 1?GINT O BECY'M, ]:NG having; coordinates ofN: 6,S89,372.83, B: 2,334,259.08 GRID; (1) THENCE S 00"32" 13" E, with the West line of said Aircraft Parking Area, a distance of 219,20 feet to a 'X' cut in concrete for the Northeast comer of a 20 foot Access Easemem, f'rorn which a brass monument set in concrete found, described as Spinks Conn-ol Monument No. 1, as shown on Fags 2 of 3 of said plat, boars S 00032' 13" E, a distance of 20.00 feet and S 35°38'39" E, a distance of 538.82 feet and from which a brass monument set in concrete found. described as Sninkg Secondary Airporf Conlrof Stairon (SACS) NGS Monument AH6244 bears S 00°32' 13" E, a distance of 20.00 feet and 5 23°0016" E, a distance of 1,827.90 feet; (2) THENCE S 89°27147" W, with the North Zinc of said Access Easementt a distance of 196.13 feet to a 5/8-inch iron rod set in the West line of said Block 1 and the East line of 'Wing Way Road (being Lot 1, Bloel-, 100, a 44-foot wide private road. per said plat), for tho Northwest corner of said Access Easement: (3) THENCE I`a 00°32'13" W, with the East fine of said Wing Way Road, a distance of 239.20 fwt to a 5I8" iron rod set for the Southwest comer of said Lease Site W 2 (4) THENCE N 99027'47" E, departing the West line of said Wing Way Road, with the South line of said Lease Site AT-2 a distance of 196.13 feet to the POINT OF BEGWNNG and containing 0987 acres (42,992 square feet) ofland, more or less. MwlinsANialioa. LIZ— Lease Site V,3 Ground Loc= Fort Werth SpinYs A*n page 210125 A.imuf t Parking Area (Apron) Rein; a L148 acne (49,992 square feet) tract ofland situated in and being a portion of Block I and Block 4, Fort 'Worth Spinks Airport, an addition to the City of Fort Worth, Tarrant County. Te-us as shown on plat recorded in Cabinet A, Slide 353, Plat Records, Tarrant County, Texas and being more particularly dcscribe-d as follows: BEGINNING at an 'X' cut in concrete for the Northwest comer of the tract heroin described, the Southeast corner of Lease Site W-2 and the Northeast comer of Lease Site W 3. from which a brass monument set in concrete found, described as Spinb Cony of Monwnent No, 3, as shown on page 2 4f 3 of said plat bears ri 10"SV25" E, a distance of 1,551.02 feet, said PGiNT OF 13EGINNP,`IG having coordinates ofN: 6,889,372.83. E: 2,33-4,259.08 GRID; (1) TT-MNCF_ N 89077147" E, at a distance of 189.65 feet, pass (lie East line of said Block I and the West line of said Block 4, being the RA.4 BUIL.DEI G ARMTR MON LAVE (per, said plat), in all a distance of 209.98 feet to an 'X' cut in concrete, being 65.5 feet West of the centerline of Taxiway 'A'; (2) THENCE S 00"32736" E, parallel with and 65.5 feet West of the centerline of said Taxiway 'A', a distance of 239.20 feet to an 'X' cut in concrete for the Northeast come; of Lase Sitc 'WA from which a brass monument set in concrete found, described as Spinks Secondmy Airport Control Station, XGS MonumentAB6245, bears S 87121'24" E, a distance of I,09S_86 feet; (3) T17I3NCE S 8942'T47" W, with the North line of said Lease Site W 4, at 19,36 feet, pass the West line of said Blocl% 4 and the East line of said Block 1, being said FAA RUILDLVG RM7PICT10.V LINE; in all a distance of 209.01 fect to an X cut in concrete for the Southeast comer of a 20-foot Access Easement, from which a brass monument set in concrete found, described as Spirals Controf Momrmenf No. I, as shown on Page 2 of 3 of said plat bcais S 35138139 'E, a distance of 538.82 feet, and from which a brass monument set in concrem - found, described as Spinks Secondary 4jrport Control Station (SACS), NGS Momiment .486244 boars S 23100'16" P, a distance of 1.827.90 feet; (4) THENCE N 00-3213" W, departing the North line of said Lease Site 'W-4, with the East Iip_e of said Access Easement, at 20.00 feet, pass an 'X' cut in concrete for the ?northeast comer of said Access Easement and the Southeast comer of said Tease Site W-3, in all. a distance of 239 20 feet to the POINT OF EEGINMVG and containing 1.148 acres (49,992 square feet) of farad, more or less. Marfirfc Av atiost LLC— Leese Silt I'r Son worth SpK,: Airport 7,0-FootAccess Easement (Easement) Being a 3.923 square feet tract of land situated in and being a portion of Block 1, Fort Worth Spinks Airport, an addition to the City of Fort Worth, Tarrant County, Texas as shown on plat recorded in Cabinet A, Slide 353, Plat Records, Tarrant County, Texas and being more particularly described as follows: BEGINNING at an `X' out in concrete for the Southeast corner of the tract herein described, for the Southwcst corner of an Aircraft Parking Area, and being in the Nordh tine of Lease Site W-4, from which a brass monument set in concrete found, described as Spinks Conti of Motaument Mo. 1, as shown on Page 2 of a" of said plat beats S 35°38'39" F, a distance of 538.32 feet, and from which a brass monument set in concrete found, described as Spinks Secondary 4hport Conn•01 Station (SACS), NUS Monument .4B6244. bears S 23°00 V E, a distance of 1.827.90 feet, said PONT OF BEG1101ING having coordinates of N. 6,859,133.6k E: 2,334,261.32 GRID; (1) TEEM CE S 99027`47" W, with the North line of said Lease Site W-4, a distance of 196.13 feet to a 518-inch iron rod set in the West Iirm of said Block I and the East Zinc of Wing Way Road [being Lot 1,81oek 100, a44-foot wide private road, per said plat), for the Northwest corner of said Lease Site W-4; (2) T E NCE N 000321I3" W, with the West line of said Wing Way Road. a distance of 20.00 fect to a 5/3-inch iron rod set for the Southwest coiner of Lease Sitc W3; (3) THENCE N 89°2747" W, departing Cho West line of said Wing Way Road, with South Iine of said Lease Site W-3, a distance of 196.13 feet to an X cut in concrete in the West Iine of said Aircraft: Parking Area, for the Southeast corner of said Lease Site W 3, from which a brass monument found set in concrete described as bpihr Control ,t anument No. ? as shown on Page 2 of 3 of said plat bears N 001132'13" W. a distance of 219.20 feet and N 10"5925" S, a distance of 1,551.02 feet, (4) THENCE S 00132' 13" E, with the West line of said Aircraft Parlring Area, a distance of 20.00 feet to the POINT OF BEGINNING and containing 3,923 square feet ofland, more or less. MWVm Aviatim LLC— t.c+sc Sire W3 Ground Lcan Con WoT& Spozks Airpnrt Pagc'.3 or2S rrl.W. MUM. LCJGE SrrE ^2 I 1 •. It' N vr:M- [ K IMtl ir.�n 1r.+xi Jos`'%yJ r W M" c >' � NIL HRtu45•r r.nlin'.: alr;l 'x Cl�rty C6aC q O nw ` ~ r Dv" y=C p04. i t ry i' X Q b ¢: 4 v� LFJISE SILT. WS �ti eit1 `!y 4 j �ti O 4 p 4 uRtlra.'7 PNn[:RC arrfn n7,fYJ� Ft, i 'nCY S0. .Y 15.I+a JCl i •M• i"F. M".V47• w -ILM nT IN rage ISH L ry atl n.r = r rn, 30 ACiCSP�] 5d ii� -Ir Ii n"• .dn ivy ur ., • 11A� x OY'1]'f l^ 1. i➢Y,v1' P G '31.N• LI M c rn u. ACCR� C.SK 59,36' am nee-.Q.%gi t : "Ai la7 v, . .irAN M . LASE ME WM µ 1 i Lr�r :wu_ LEGEND F77 yla b.oA, PCI!rC CF SCCM'�:C P Ok PCIYT OF qEPCpEViCL" OF n,R,Y,C7 Pl1Y RCG4R75, YMFMFr GOLRiryry 7v..1�"• SJA IRCN >!07 5Ct NYrH �l YELLCM CAP r&vvtp 'SAW, .••••••. !t4rE' a:'FhiftiS J 9C 157L'Y,0 QY 1Nf.:4�ry!� g;MrIRARt ��; '��,(91 r� un��rer cer5rr-q� stntlt�s [TnCsl, +xs rwu aAca+a � = � �' AiC•; VQY nU7�4S. eo9aaurnir5 ArIC SnkRS M1Tn3F� P(JwY, %P267II Cmpbk ZoNt (A, :)} CMD. NfA IM NI C' 404 QhT; II,1 S. KV N W s +us Fxn7 eat s 00 vary` l NA GF'CRIvSIC�i •n AGCWrR'nvr nR^. 4Ap VorL :: '0 +�=' C;Vr 17 A dOWI HLL +4ftESAtN, ��'• � rM ri,E E%C:UirvL 1. qM lt", ;NC H-i A W LCA= y mot start ?, AIC NRC4brP Pp:N;IxG AACn V: R aA"-'JW su'; JW2Cl1W J tM7 n1V CACWSivt U:% w LCASN V:C r5'ti7 Arlo y'A= Tw' FORT WORTH SPINKS AIRPOI:C Ui1A '. SO% W.-:1. ITROZAPV PARKINC +iF2S:d Ur1TAS; tl /xa/sc $�M-r I'm tn0' rr vJrfL v.,. 'WHIT: Warlirrc ALmdarr, L! C—Lmse Silo %RS Cmu.'td Lcasse Port MIc1 ti Spfin I-s Ai rpor. 11a&s 24 of25 1" no' YIfY UIn ;Al CRYI,'dnLrr�r.".-.-.r,-..--..��—��� EXRTBTT tFBTI MANDATORY IMPROVEMENTS Approximately 16,000 Square Feet Hangar - All mandatory improvements for Lease Site W3 most be completed in accordance with Section 4 of the Lease and the proposed site plan and completed survey set forth in liaxliibit A attached hereto. - Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the I AA nn less than sixty (60) calendar days prior to the commencement of construction. Marlinc Aviation. LLC —L=c S> c W3 Cm=d J me Fort Worth Spiaks Airport Ada Zs OM City of Fort Worth, Texas Mayor and OUnGH Communication u N'e•tnespmcti�--.�.sares�venr+�rfevx�. "e'n.T�, :'r-c ^.^.Wcr �wc•rva'/k}i'C'='=a=��e..-+2++:in+ye :�=- cyp� ;. T�S^I.tJr--SC11 COUNCIL ACTION: Approved on 91l3/2016 DATE: Tuesday, September 13, 2016 REFERENCE No,; **C-27907 LOG NAME: 55FWS GROUNDLEASE W3 MARLINE SUBJECT: Authorize Execution of a Ground Lease Agreement with Mandatory improvements with Marline Aviation, LLC, for 42,992 Square Feet of Ground Space Known as Lease Site W3, Shared Aircraft Parking of 49,992 Square Feet of Ground Space, and Shared Access Easement of 3,923 Square Feet of Ground Space at Fort Worth Spinks Airport (COUNCIL DISTRICT 6) RECOMMENDATION: ft is recommended that the City Council authorize execution of a Ground Lease Agreement with Mandatory improvements with Marline Aviation, LLC, for 42,992 square feet of ground space [mown as Lease Site W3, shared aircraft parking of 49,992 square feet of ground space and shared access easemenI. of 3,923 square feet of ground space at Fort Worth Spinks Airport. DISCUSSION - Staff has received a requestfrom Marlfne Aviation, LLC, to lease approximately 42,992 square feet of ground space on the south west side of Fort Worth Spinks Airport (Spinks Airport) to construct a hangar between approximately 16,000 and 20,000 square feet. The lease will also include shared aircraft parking of 49,992 square feet of ground space, more commonly known as the apron, and a shared access easement of 3,923 square feet of ground space. Construction of a hangar between approximately 16,000 and 20,000 square feet shall begin within six months following the later of (a) receipt of written Federal Aviation Administration (FAA) Airspace Study approval on the design of same, (b) receipt of the City of Fort Worth Aviation Deoartmerifs approval of plans as set forth in the lease and Cc) issuance of a building permit with the completion and issuance of the Certificate of Occupancy to be no later than 12 months after construction commences. The term for the Ground Lease is 30 years beginning September 1. 2016 and expiring August 31, 2046, The Lease will include two five-yeer options to renew for an additional 10 years, bringing the total Lease term to 40 years. At a ground rate of $0.29 per square foot per year, Lease Site W3 will generate estimated revenue of $12.467.66 per year or $1,039.97 per month. At a ground rate of $0.145 per square foot per year, the shared Apron Wif generate estimated revenue of $7.248,84 per year or S504.07per month. At aground rate of SO, 145 per square foot per year, the shared Easement will generate estimated revenue of $568.84 per year or $47.40 per month, for total estimated revenue in the amount of S20,285.36 per year or $1,711.27 per month. Rental rates shall be subject to an increase on October 1 St of any given year, based on the upward percentage change in the Consumer Price Index for the Gallas -Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges_ Five-year rate adjustments will be applied to the ground rate starting ❑n October, t, 2021 and every fifth year thereafter_ ADVISORY BOARD APPROVAL - On March 17, 2016, the Aviation Advisory Board voted to recommend Logname: SSFW5 OROUNDLEASE W3 NfARLINE Page 1 of that fne City Council approve this lease Agreement. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6. FISCAL INFORMATION I CERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund, Hangar Lease Revenue Account, which has total estimated revenge in Fiscal Year 2-016 of $1,062,505.00 and year-to-date receipts of $$840,693.90. The Ground Lease Revenue Account, which has total estimated revenue in Fiscal Year 2016 of $1,646,774.00 and year -to -data receipts of $1,285,188.62. FUND IDENTIFIERS (FIDsi: TO Fund Department ccoun Project JProgram ctivity Budget Reference # ID ID I Year (Chartfield 21,, Department ccoun j Proi ct 1programnictivityl13c-dget I eference # ID ID I Year (Chartfield 2) CERTIFiCAT)ONS: Submitted for City Manager's Office• Originating Department Head: Additional Information Contact: ATI•'ACHMI=NTS 1. Farm 1295 Marline Avla#ion odf (Public) 2. Lease Site WS.t)df (Public) Fernando Costa (6122) Bill Welstead (5402) Aaron Barth (5434) Anne -Marie Stowe (5415) mou Logname: 55FWS GROUNDLEASE W3 MAR-UNE Page 2 oft CERTIFICATE OF INTERESTED PARTIES FORM loll Complete NO$ 1-a and 6 if there ace interested parties, Complete Nos.1, 2, 3, S, and 6I1 there are no interested OFFICE usE,ONLY Panies, CERTIFICATION OF FILING 1 Name at business entity filing feral, and the City, state and country of tite business entity's ptace of business. CCIZifCaW NUMbCC Marline Aviation. LLC 2016.9459E Mansfield, TX Unitet] States Date Filed- 2 Name o: governmental entity or state age rraythat Fs parry to the contract forwllirtr the farm rs Wing filed, 0,311)3I2016 City of Fort Worth Date Acknowledged: 3 PrOvidc the idcntftieatson number used by thr. guvrromrntnt entity or state tgeneyta track aridrntily the contract, and provido-k d0sctiption of the servims:, ,vaods, Of OtharPtDpeny W 170 PrOYW'd Qnderthe contract Lease Site V4 New Ground Lease agreement at Fcrt Wor:h Spanks Airport 4 Nature of intorost Name of rrtter=cd Party City, State, country (plate of hussiness) (check appIfcablo) Controlling Intermediary Eddins, Angola MansfteId. Tx United States x Edtfins, Mark Mansfield, i X united $sates x S Check only it tftOra is No interested Party. r fJ e AFFIDAVIT 1 swear, pr atiirrn, under penalty of perjury, sh:t the ahovo discicsure is .rue and cormet �— "1 � i R. T G . b�� `V-0�c '4o4 'Notary Go -� '•� STATE OF TECAS CmmLx;%Noamb r7.2016 SignAturE of authorized agent of cDamaiing buslnos_s entity AFFIX NGTARY STAMP I SEAL ABOVE Sworn to and subscribed before mc, by the said Wesly C Maness this the 3rd day er ALM= to caddy which. wi+ness frry hang artd seal of office. Signature of otiiceradmini s Dolt fxrfntr d nrame al officer min'rsle[ ng oath Title Draft cer ad linisterinq oath Fo..,rns provided by Texas Ethics C:ommissron wvwd.ethics,scate,Ix,us Version V1-0.2r( CITY SECRETARY AMENDMENT NO. ] TO CSC NO.48209 CCRMCT DO. FORT WORTH SPINS AIRPORT _ GROUND LEASE AGREEMENT LEASE SITE W3 MARLINE AVIATION, LLC This AMENDMENT NO. I ("AgreemenC) is made and entered into by and between the CITY OF FORT 'WORTH ('Lessor"), a home role municipal corporation organized under the laws of the State of Texas and MARLINE AVIATION, LLC {"Lessee"). a Texas Limited Liability Company. acting 13y and throw Aaron Stalbe>rger, its duly authorized VP of Operations. A. WHEREAS, on or -about September 27, 2016, Lessor entered into City Secretary Contract (CSC) No. 48209, an Ground Lease Agreement with Marline Aviation, LLC ("Lessee") identified as Lease Site W3 ("Premises") at Fort Worth Spinks Airport ("Airport"); and. B. WHEREAS, initial annual payment of rent for the shared Apron is seven thousand, two hundred forty-eight dollars and eight -four cents (7,248.84), at a raze of fourteen and a Ralf cents ($0.I45) per sq=e foot, payable in eq►.ral, monthly installments of six hundred twenty-four dollars and ninety cents ($624.90); and C. VIF&REAS, Lessor and Lessee now wish to correct the monthly installment to six hundred four dollars and seven cents ($604.07)- NOW, THCREFORE, Lessor and Lessee hereby agree as follows; 1. The second paragraph of Section 3.1 Ground Rate is hereby amended and substituted with the following, Lessee shall commence the payment of rent for the shared Apron on. the Effective Date. Lessee hereby promises and a,,Tees to pay Lessor, as annual rent for the Apron, seven thousand. two hundred forty-eight dollars and eiOxty-four cents ($7,7A.84). at a rate of fourteen and a half cents (SO.145) per square fool, payable in equal montbly installments of six hundred four dollars and seven cents (5604.07). 2. .All other terms and conditions of the Lease shall remain in full force and effect. The staternews set forth in the recitals above are true and correct and form the basis upon which Lessor and Lessee have entered into this Agreement. The Lease is a public document on file is Lessor's City Secretary's Office and is incorporated herein by reference for all purposes. Fort Worth Spinks Airport Marline Aviation, LLC AMCA MMt No. 1 W CSC NO.48209 page I of3 All other provisions and conditions of the Lease that are not expressly amended. herein or directly in coaflict with the provisions and conditions of this Amendment shall remain in full force and effect. .IN�TSS VvREOF', the parties hereto have executed this Agreement in multiples on this the day of 2036. Id CITY OF FORT WORTH- Fernando Costa Assistant City Marager Date: zI/i .�i:g ;T STATE OF TLYAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a. Notary Public in and for the State of Texas, on this day personally appeared Fernando Costa, kno%n to me to be the person whose name is subscribed to the foregoing instrument. and acknowledged to me that the same vvas the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes aad consideration therein expressed and in the capacity therein stated_ GIVEN UNDER MY HAND AND SEAL OF OFFICE this day U,9��pa92016. omw TRIK11VA L JOHNSO�l ' ;�; e"�;�,c yotacy PupEiC, Stnto of Tax++s f r Comm. ExpImS 04-17-2018 r Nasary 10 123663Z•0 Notary Pub] M wid or the State of Texas APPROVED AS TO FORM � ATTEST: Assistant City Attorney Fon Worth Spinks AiFrpor, Marline Aviation. LLC Amcsdrncnr No. I to CSC No. 43209 Page 2 of 3 OFFS L RECORD My SFCRET15 Rx NO M&C REQUIRE-D rYLARLINE AVIATION, LLC A.ARON S`I`ALBERGER By: Aaron Staiberber, VP of Operations Date: 7 STATE OF TEXAS COUNTY OFF f ATYEST: BEFORE ME, the undersigned authariry, a Noviry Public in and for the State of Texas, on this day personally appeared Aaron Stalber;er, known to me to be the person whose name is subscribed to the foregoing in5`tnzment, and acknowledged to me that the same was the act of Marline Aviation, LLC and that slice executed the same as the act of Marline Aviation, LLC for the purposes and consideration frerein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE. this 12) day of QL 2016. �77-1 GHa r w,H,:�r`•EAS�'Mmba'--�iF Fort Warr, spin3S Airparr M3rfinc Avia(ion. I,LC Amendment No. 1 to = No. 48269 Page 3 of 3 Notary Publi�inand �fe State of Texas FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Air Center Helicopters, Inc Subject of the Agreement: Consent Leasehold Deed of Trust for Lease Site W3 at Fort Worth Spinks Airport. M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Date of Execution If different from the approval date. Expiration Date: August 31, 2046 If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following _ order: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.