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HomeMy WebLinkAboutContract 29732 C'Ty SECRETARY CON76 C-r No. a9�Sa FORT WORTH MEACHAM AIRPORT UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS I i This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the'CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation situated partly in Tarrant, Denton, and Wise Counties, Texas acting by and through Marc Ott, its duly authorized Assistant City Manager, and WTW Properties, Inc. ("WTW") ("Lessee"), a Texas Corporation, acting by and through Vaughn O. Vennerberg, II, its duly I authorized Executive Vice President-Administration. WITNESSETH: That in consideration of the mutual covenants,promises and obligations contained herein, the parties agree as follows: j 1. PROPERTY LEASED. Lessor hereby demises to Lessee approximately One Hundred Fourteen Thousand Five Hundred Sixty (114,560) square feet of unimproved ground space at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. i 2. TERM OF LEASE. 2.1. Initial Term. The Initial Term of this Lease shall commence on the date of execution ("Effective Date") and expire at 11:59 P.M. on December 31, 2034, unless terminated i earlier as provided herein. I 2.2 Renewals. 1 If Lessee performs and abides by all provisions and conditions of this Lease,,upon expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive rights of first refusal to renew this Lease for two (2) additional successive terms of five (5) years each (each a "Renewal Term") at a rental rate for such building space at the Airport which, on the effective date of a Renewal Term, complies with the Schedule of i Rates and Charges published by the City as to improved ground space at the Airport, and on terms and conditions that may be prescribed by Lessor at the time, if Lessor offers the Premises for lease; provided, however, that if Lessee does not renew this Lease in writing for a first Renewal Term, Lessee will forgo its right of first refusal to lease the Premises for a second Renewal Term. In order to exercise its rights of first r this 4 Lease, Lessee shall notify the City in writing of its desire to revs' an CITY 0151-E Q���RY 04-05-04AO9 : 24 RCVD I � I ninety (90) days and no more than one hundred eighty (180) days prior to the expiration of the term then in effect. 4 2.3. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term, I this action will create a month-to-month tenancy. In this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. i 3. RENT. I I 3.1. Annual Rent for Premises. i I Lessee shall commence the payment of rent on the date that the first certificate of occupancy is issued for a hangar structure under this Lease. ("Occupancy Date"). From the Occupancy Date until September 30, 2005, Lessee shall pay Lessor annual rent in the amount of Twenty Four Thousand Fifty Seven and 60/100 Dollars ($24,057.60), based on a rental rate of$.21 per square foot, which will be payable in twelve monthly installments of Two Thousand Four and 80/100 Dollars ($2,004.80). Thereafter, annual rent for the Premises shall be adjusted in accordance with Sections 3.2 and 3.3 of this Lease. In the event that the Effective Date of this Lease is a day other than the first (1S) day of a respective month, the first month's rental payment shall be prorated in accordance with the number of days remaining in that month. Prior to the commencement of this Lease, Lessee shall pay one (1) full month's rent in advance. i 3.2 Rent Adjustments. i On October 1, 2005, and on October 1st of each year thereafter during both the Initial Term and any Renewal Term, Lessee's rental rate shall be subject to increase by f Lessor to reflect the upward percentage change, if any, in the Consumer Price Index ("CPI") for the Dallas/Fort Worth Metropolitan Area, as announced by the United States I Department of Labor or successor agency during the preceding twelve-month period ("CPI Change"). If there is no CPI Change or the CPI Change is downward, the rental i rate for the Premises shall remain constant until the following October 1St. In no event I shall the rental rate for the Premises ever be adjusted downward or ever exceed the Schedule of Rates and Charges for the type or types of property.at the Airport similar to the type or types of property that comprise the Premises. 3.3. Five-Year Adjustments. I In addition to the Annual Rent Adjustments, on October 1, 2015, and every fifth (5) year thereafter for the remainder of the Initial Term(i.e. on October 1 st of 2020, 2025 and 2030), i rent shall automatically be adjusted to equal the then-curre xt ,pp s o spy the tti� 1U i I Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. ' r 3.4. Payment Dates and Late Fees. i Monthly rent payments are due on or before the first (1st) day of each month. Payments must be received during normal working hours by the due date at the location for Lessor's Revenue Office set forth in Section 14. Rent shall be considered past due if Lessor has not received full payment after the tenth (10th) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 4. UTILITIES. I Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utilities service to all portions of the Premises and for all other related utilities expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, installation, maintenance or repair of any and all utilities serving the Premises, including, but not limited to, water, sanitary sewer, electric, gas and telephone utilities. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically-operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. ! 5. MAINTENANCE AND REPAIRS. 5.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee will, at Lessee's sole cost and expense, make all repairs necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all structures, including, but not limited to, doors, windows and roofs, and all fixtures, equipment, modifications and pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that, except as otherwise expressly provided herein, all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee' ! sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for J any damage to such property or loss suffered by lessee's bu ' rss o e ations, m9�aG°,, °s i i I r which may be caused by the bursting, overflowing or leaking of Lessee's sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing t fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 5.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. I i 5.3. Inspection. I 5.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an i emergency, Lessor shall conduct any such inspection during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least twenty-four i (24)hours notice prior to inspection. 5.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify j Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. i I 5.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its i governmental duties under federal state or local laws, rules or regulations. 5.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents i to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 9 e 4 t i� k 1 5.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable t federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULL Y RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. I' 6. CONSTRUCTION AND IMPROVEMENTS. I 6.1. Mandatory Improvements. I Lessee covenants and agrees that it shall improve the Premises in accordance with the time frames, milestones, specifications and other conditions of Exhibit "B", attached hereto and made a part of this Agreement for all purposes. Such improvements shall j hereinafter be referred to as "Mandatory Improvements". Lessee shall diligently commence construction of such Mandatory Improvements within six (6) months following receipt of approval to commence construction from the governing agencies referred to in 6.3. Lessee shall fully comply with all provisions of Section 6 of this Lease in the performance of any such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of Exhibit "B" in any way, a revised Exhibit "B" signed and dated by both Lessor and Lessee shall be attached to and made a part of this Agreement and shall supersede the previous Exhibit "B". Upon expiration of the lease term and any extensions, or earlier termination of this Lease, Lessor shall take full title to any Mandatory Improvements on the Premises. I 6.2 Discretionary Improvements. i Lessee may, at its sole discretion, perform modifications, renovations or improvements on the Premises in addition to those required by Section 6.1. However, Lessee may not initiate any kind of modification, renovation or improvement on or to the Premises after construction of the Mandatory Improvements is completed unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Director of Airport 1 Systems or his or her authorized designee. Lessee covenants and agrees that it shall fully comply with all provisions of Section 6 of this Lease in the performance of any such i discretionary modifications,renovations or improvements. 6.3. Process for Approval of Plans. I 5 ,t I I Lessee's plans for construction and improvements shall conform with the Airport's i architectural standards and must also receive written approval from the City's Departments of Development, Engineering and Transportation and Public Works. All plans, and specifications for the mandatory improvements shall be submitted to all governmental agencies within three (3) month of the execution of this Lease and all 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. i l 6.4. Documents. Lessee shall supply the Director of Airport Systems or his or her authorized designee with comprehensive sets of documentation relative to any modification, renovation, construction or improvement, including, at a minimum, as-built drawings of each project within sixty (60) days after completion of construction. As-built drawings shall be new drawings or redline changes to drawings previously provided to the Director of Airport Systems or his or her authorized designee. Lessee shall supply the textual documentation in computer format as requested by Lessor. 6.5. Bonds Required of Lessee. ' Prior to the commencement of any mandatory or discretionary modification, renovation, improvement or new construction, Lessee shall deliver to Lessor a bond, I executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, excluding rental payments, including, but not limited to, the satisfactory completion of the respective modifications, renovations, construction projects or improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the performance of such modifications, renovations, construction projects or improvements. In lieu of the required bond, and excluding rental payments, Lessee may provide I Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125% of the full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective modifications, renovations, construction projects or improvements, or if claims are filed j by third parties on grounds relating to such modifications, renovations, construction ' projects or improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit. 6 G i i 6.6. Bonds Required of Lessee's Contractors. ' Prior to the commencement of any modification, renovation, improvement or new construction, Lessee's respective contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract for such modifications, renovations, improvements or new i construction. Lessee shall provide Lessor with copies of such bonds prior to the j commencement of such modifications, renovations, improvements or new construction. The bonds shall guarantee (i) the faithful performance and completion of all construction l work in accordance with the final plans and specifications as approved by the City and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 6.5 shall apply. i I 6.7. Releases by Lessor Upon Completion of Construction Work. i Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee serves as its own contractor,verification that Lessee has completed construction work or(ii), ' where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid, affidavits and waivers of liens. i 7. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only. j Lessee is hereby prohibited from the provision, without limitation, of the following concessions: ground transportation for rent or hire, including taxi and limousine services; food sales; barber and valet services; alcoholic beverage sales; sales of pilot supplies; newsstands; and gift and J other retail shops. However, Lessee may install and operate vending machines on the Premises for use by Lessee and its employees. 8. SIGNS . Lessee may, at its sole expense and with the prior written approval of the Director of Airport Systems or his or her authorized designee, install and maintain signs on the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size; color, location and manner of display of other signs at the Airport. Lessee shall maintain all signs in a safe, neat, sightly and physically good condition. J IJ�1 IA L p LS V JJ�U 7 i i 9. RIGHTS AND RESERVATIONS OF LESSOR. i Lessor hereby retains the following rights and reservations: 9.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other f 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 I or navigational aids used at the Airport. P 9.2. Lessor reserves the right to temporarily close the Airport or any of its facilities for maintenance, improvements, safety or security of either the Airport or the public, or for i any other cause deemed necessary by Lessor. Except in the event of an emergency, Lessor will provide Lessee written notice of any planned closing of the Airport at least forty-eight (48) hours in advance thereof. In any event of closing, whether planned or for an emergency, Lessor shall in no way be liable for any damages asserted by Lessee, including, but not limited to, damages from an alleged disruption of Lessee's business operations. 1 9.3. This Lease shall be subordinate to the provisions of any existing or future , agreement between Lessor and the United States Government which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. 9.4. During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United i States Government. I 9.5. Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges ` hereunder shall be subordinate to the Sponsor's Assurances. 9.6. Lessee's rights hereunder shall be subject to all existing and future utility and j drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly=owned property for the provision of utility service . YY Oil i i 10. INSURANCE. i 10.1. Types of Coverage and Limits. i Lessee shall procure and maintain at all times, in full force and effect, a policy or j policies of insurance as specified in Section 10 of this Lease, naming the City of Fort j Worth as an additional insured and covering all risks related to the leasing, use, i occupancy, maintenance,existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: i i • Property: C Fire and Extended Coverage on all improvements at full replacement cost limit; i i • Commercial General Liability: I i $1,000,000 per occurrence, including products and completed operations; s • Automobile Liability: v $1,000,000 per accident, including, but not limited to, coverage on any automobile used in Lessee's operations on the Premises; i In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its i care, custody or control. i 10.2. Adjustments to Required Coverage and Limits. Insurance requirements, including additional types of coverage and increased i limits on existing coverages, are subject to change at Lessor's option when necessary to cover Lessee's operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. Such notice to Lessee i shall provide reasonable evidence of the necessity for such new insurance requirements. 10.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish i Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, is Lc,��il�i o� 9 1 i t request, provide Lessor with evidence that it has maintained such coverage in full force and effect. i 10.4. Additional Requirements. 0 Lessee shall maintain its insurance with underwriters authorized to do business in I the State of Texas. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty (30);days'prior written notice to Lessor. 11. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent i contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations ;. and activities on the Premises and shall be solely responsible for the acts and omissions of its i officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 12. INDEMNIFICATION. I LESSE SHALL BE LIABLE AND RESPONSIBLE FOR ANY CLAIMS, DEMANDS, LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND OR PERSONAL INJURY OF ANY KIND OR CHARACTER, INCLUDING DEATH, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF OR OPERATIONS ON THE PREMISES UNDER THIS LEASE, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND AND ' k HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND OR EMPLOYEES, FROMAND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO i LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND OR PERSONAL INJURY, INCLUDING DEATH, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES io i I LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR i ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, , EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS SERVANTS, AGENTS OR 1 EMPLOYEES. i LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITYADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LESSEE'S OPERATIONS THEREON AND SHALL COOPERATE WITH LESSOR IN THE IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE AIRPORT.. LESSEE SHALL PAYALL FINES IMPOSED BY THE FAA ON LESSOR OR I LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. 13. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 13.1. Failure by Lessee to Pay Rent, Fees or Other Charlies. f If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor i shall deliver to Lessee a written invoice and notice to pay the invoice within thirty (30) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor j shall have the right to terminate this Lease immediately. i 13.2. Breach or Default by Lessee. i If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, commence to cure, adjust or correct the problem to the standard existing prior to the breach, and shall continue said efforts in a conscientious manner until said default is cured. If Lessee fails to cure, or undertake to cure, the breac h time eriod Lessor shall have the ri ght to terminate this Lease im i i i i 13.3. Failure to Construct Mandatory Improvements. If Lessee has not diligently submitted plans for approval and/or commenced construction of the Mandatory Improvements to the Premises as set forth in Section 6.1 i within the time specified therein, Lessor shall have the right to terminate this Lease f immediately. 13.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or i Default. C I If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any breach or default as provided in Sections 13.1, 13.2 or 13.3 of this Lease, then subject to offsets for rents received by Lessor from Sublessees subsequent to the breach, ! i Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of i the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. I 13.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, and any exercised option periods, i title to all improvements on the Premises and all fixtures and other items attached to any structure on the Premises shall pass to Lessor. In addition, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove 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 full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. j Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, I employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 14. NOTICES. I Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, or (2) deposited in the United States Mail, postage prepaid, addressed as follows: i 12 ffi I To LESSOR: i For Rent: For All Other Matters: CITY OF FORT WORTH DEPTARTMENT OF AVIATION i REVENUE OFFICE MEACHAM INTL AIRPORT 1000 THROCKMORTON STREET 4201 N MAIN ST STE 200 j FORT WORTH TX 76106-6312 FORT WORTH TX 76106-2749 To LESSEE: 4 r WTW PROPERTIES, INC. ATTN: VAUGHN O. VENNERBERG, II 81.0 HOUSTON STREET j FORT WORTH, TEXAS 76102 15. ASSIGNMENT AND SUBLETTING. 15.1. In General. I Lessee shall have the right to sublease all or portions of the Premises as provided by and in accordance with Section 7 of this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 15.2. Conditions of Approved Assignments and Subleases. i If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, j including payment of rentals, fees and charges. 16. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. H cial F,2 1'1�'"012 DD 13 .. i I f , 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. I 17. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may i 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. h I 18. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. I Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. i Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director of Airport Systems; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. 19. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis ' of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee agrees to furnish 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 i comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of f Transportation and with any amendments to this regulation which may hereafter be enacted. AIL TE�\ SII�.0 Cn ' ,o 14 I I l If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify ' Lessor and hold Lessor harmless. 20. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 21. GOVERNMENTAL POWERS. i It is understood and agreed that by execution of this Lease, Lessor does not waive or 1 surrender any of its governmental powers. i 22. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this I Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. I 23. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 24. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that the prevailing party shall be entitled to recover reasonable attorneys' fees and other reasonable expenses from the other party. i 25. SEVERABILITY. i If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 26. FORCE MAJEURE. i Lessor and Lessee shall exercise every reasonable effort to e obligations as set forth in this Lease, but shall not be held liable for any f 15 • i 1 I performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or i Lessee. 1 i 27. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be i deemed a part of this Lease. 4 28. ENTIRETY OF AGREEMENT. i This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in f conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. ! [Signature Pages Follow] i IIL I I i i I I i i I 16 I I I TNESS W EREOF the parties hereto have executed this Lease in multiples, this I NESS of fl" � , 200_. I i CITY OFF RT WORT WTW j o erti'es,In . By: By: V Marc Ott t46 Wfff5A7 Vaughn O. Vennerberg, II Assistant City Mahager Executive Vice President-A ist tion I ATT �- - AT By: /• By: lb-,r� ecr etary �wk G . Mz-(00"a(C � SZST SECETl � APPROVED AS TO' / LEGALITY: By: Gv! Assistant City Atto M&C: L-13747 Date: 4 ,i i i i i I i I I 4 I V�a tl��JY�,�4 �LJV�V J4V tll] ..'J1:4YL� ll� J�0 1/ iV I i i CIT OF FOR WORTH i i i By: i Marc tt i Assis ant City Manager i Date: I STATE OF TEXAS § i COUNTY OF TARRANT § i BEFORE ME, the undersignegtut rainy, a Notary Public in and for the State of Texas, on this day personally appeared 426N Nown 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 City of Fort Worth, and that he executed the same as the act of City of Fort Worth for the j purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this lvt�day of 2004. i i HETTIE ENE Notary Public in and for the State of Texas y� MY COMMISSION EXPIRES. July 26,2007 i C " i f Yo!10 i i i i i F WTW PROPERTIES, NC. By: �. J Vau . Vennerberg, II Executive Vice President-A inistr tion Date: km\\ 1 STATE OF TEXAS § i COUNTY OF TARRANT § r BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Vaughn O. Vennerberg, II known to me to be the person whose j name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of WTW Properties, Inc., and that he executed the same as the act of WTW Properties, 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 R�1 2004. �tr,r KIM FIELDS RHOADS Noswy Pwft Notary Public in and for the State of Texas STATE OF TEAS Il Cam.E*.11/1 i 19 i ARE THESE DOCUMENTS ARE FOR INF70RMATIO PURPOSES ONLY, NOT FOR CONSTRUCTION X-2.042,264.5814 Y-418.600.9514 zo,- X:Z.:41 911 1921 30" PROPOSED LEASE AREA 2 113.758 SF - 316,04 112,310.9415 %=2,042.110.3629 1-41 X=2,041.954.7654 4.7986 X=2.042,42�q112.R�91 1 SITE 52-S LEASE A ts--.. TOWER LEASE F.A.A. CONTROL EXHIBIT -M I Exhibit "B" i WTW PROPERTIES, INC. AVIATION DEPARTMENT HANGAR FORT WORTH MEACHAM INTERNATIONAL AIRPORT HANGAR SPACE— 159' X 138' (21,942 sq ft) with a 27' 8"X 150' Sliding Door System I OFFICE—35"X 138' (4,830 sq ft) finished out. Mezzanine above for storage and future expansion SHOP—25' X 129' (3,225 sq ft) finished out AIRCRAFT PARKING AREA— 150' X 225' (33,750 sq ft) concrete i TAXIWAY—50X 150' (7,500 sq ft) concrete VEHICLE PARKING—Paved spaces for 38 cars, security gate to ramp FIRE SPRINKLER SYSTEM—As required by code I ACCESS ROAD—24' X 350' (8,400 sq ft) concrete, fenced, security gate i All dimensions are approximate I I i i i i i l I i I t i i 21 i i _ I City of Fort Worth, Texas Mayor and council Communication DATE: Tuesday, February 24, 2004 i LOG NAME: 55WTWPROPERTIES REFERENCE NO.: L-13767 i SUBJECT: I Authorize Execution of Unimproved Ground Lease Agreement with Mandatory Improvements with WTW Properties, Inc., a Subsidiary of XTO Energy, Inc. at Fort Worth Meacham International. Airport RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Unimproved Ground Lease with Mandatory Improvements with WTW. Properties, Inc., a subsidiary of XTO Energy, Inc., for approximately 114,560 square feet of land at Fort Worth Meacham International Airport. I DISCUSSION: i WTW Properties, Inc. ,(WfW, Inc.), a subsidiary of XTO Energy, Inc., proposes to lease approximately 114,560 square feet of unimproved land at Fort Worth Meacham International Airport. The actual square footage of the lease site will be determined by a subsequent ground survey. WTW, Inc. proposes to build a ! 28,000 square foot hangar on the airport's west side adjacent to the Control Tower Complex. The area where WTW, Inc. has proposed to develop a hangar has no public access road or taxiways that i are designed for larger aircraft. WTW, Inc. has requested that the City strengthen the taxiway. Staff has ,, completed the geo-technical analysis on the taxiway in connection with another airport upgrade project. Repairs are being programmed to increase the 'weight bearing capability of the taxiway to accommodate larger aircraft. WTW, Inc. has also proposed to build a public access road to the site, which will help facilitate additional development in the area. The City will not be required to commit any funds to ' the building of the access road. The lease will provide for a thirty-year term with two five-year options to renew. The initial term of the lease will commence upon the date of execution. Rental rates shall be subject to an increase on October 1st of any given year to reflect the upward percentage change, if any, in the Consumer Price Index for the period .since the last adjustment, as well as adjustments in the 10th, 15th, 20th, and 25th years to reflect the then 1 current applicable rate. All lease terms will be in accordance with City policies. The initial square footage rate of the ground lease will be $0.21 per square foot. Payment of rent for each lease"site will commence upon the issuance of a Certificate of Occupancy for the proposed improvements i set forth above. The annual revenue generated from this lease based on the current Aviation Department's Schedule of Rates and Charges will be $24,057.60 annually, or $2,004.80 on a monthly basis. Based on the development timeline there will be no revenue generated this fiscal year. i i The site plan is in accordance with the Fort Worth Meacham International Airport Master plan and is subjected to Federal Aviation Administration airspace review. The property is located in COUNCIL DISTRICT 2. ; I i i I Logname: 55WTVWPROPERTIES Page I of 2 i FISCAL INFORMATION/CERTIFICATION: i The Finance Director certifies that the Revenue Office of the Finance Department will be responsible for the . collection and deposit of any future funds due to the City under this agreement. TO Fund/Account/Centers FROM Fund/Account/Centers PE40 491352 0551101 $24.057.60 i Submitted for City Manager's Office by: Marc Ott (8476) Originating Department Head: Mike Feeley (Acting) (5403) + Additional Information Contact: Mike Feeley (Acting) (5403) P I + i i 4 l i i i Loanaine: 55WTWPROPERTIES Pave..9.of 9.