HomeMy WebLinkAboutContract 28386FORT WORTH MEACHAM INTEItMiTTCDIV{�L`14�[��}1���:�
GROUND LEASE AGREEMENT
(HANGARS 2ON AND 22N LEASE SITES)
This GROUND LEASE AGREEMENT ("Lease") is trade 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, acting by and through Marc Ott, its duly authorized Assistant
City Manager, and STERLING -FORT WORTH J C, L.P. (6BLessee"), a Texas limited
partnership acting by and through R.F. Bearden, President of Sterling RLI`I, Inc., a Texas
corporation and Lessee's soleGeneral Partner.
Recitals
The following statements are true and correct and foam the basis upon which Lessor and.
Lessee have entered into this Lease.
A. Lessor and Staci's Jet Center, Inc. previously entered into City Secretary Contract
'CSC") No. 11880, as amended by CSC Nos, 12945 and 24183, a lease of certain unimproved
property at Fort Worth Meacham. International Airport ("Airport") laiown as the Hangars 20N and
22N lease site (collectively, the "Previous Lease"). Lessor consented to the assignment of the
Previous Lease (i) by Staci's Jet Center, Inc. to Perforntance Airways, Inc. under CSC No, 15860,
(ii) by Performance Airways, Inc. to Fort Worth Tet Center, Inc. under CSC No, 21216; and (iii) by
Fort Wor€b :Jet Center, Inc. to Lessee ander CSC No. 27504: The Previous Lease commenced on or
about August 24, 198.1 and, as amended in accordance with Lessor's then -existing policies, was to
expire on September 30, 2011, unless renewed by Lessee in accordance with the Previous Lease for
one additional five (3) -pear terra.
B. Lessee now wishes to reorganize its financing on all improvements owned by
Lessee on Lessee's Airport leasehold by entering into a new loan with another lending institution
and executing new deed of trust lien agreements with that institution. In order to amortize this new
tonin, Lessee has requested that the initial term of kill of Lessee's leases at the Airport be extended to
expire in thirty (30) years, or 2032.
C. Lessor's published Minimum .Standards far Fzsed Base Operators and Other
Airport Tenants (the "Minimum Standards") prohibit the tease of property owned by Lessor for
initial terns greater than thirty (30) years with two renewal options for terms of five (5) years each.
As a result; the initial term of the Previous Lease cannot be amended to expire in 2032 because
such action would result in an aggregate initial terns in excess of thirty (30) years. Therefore;
Lessor and Lessee have agreed to terminate the Previous Lease and to enter into a new lease of the
same property for an initial. teir a of approximately, but not more than, thirty (30) years,
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Agreement
In consideration of the mutual covenants, promises and obligations contained herein, Lessor
and Lessee agree as follows:
1. TERMINATION OF PREVIOUS LEASE.
The Previous Lease is hereby terminated contemporaneously with the execution of this
Lease, However, such termination shall not constitute (i) a release by one parry of any liability
accruing or obligation to indemnify under the Previous Lease or (ii) a waiver of one party to
enforce any unperformed duties or obligations of the other under the Previous Lease. Lessee's
obligations to Lessor under Article VI, Paragraph B of CSC No. 11886 shall specifically, but
without limitation, survive termination of the Previous Lease.
2. PROPERTY LEASED.
Lessor hereby demises and leases to Lessee 59,256.3 square feet of real property at the
Airport known as the Hangar 20N and Hangar 22N lease sites (collectively, the "Premises"), as
further depicted in Exhibit "A", attached hereto and hereby made a part of this Lease for all
purposes.
3. TERM OF LEASE.
The "Term" of this Lease shall commence on the date of its execution ("Effective Date")
and expire at 11:59 P.M. on July 31, 2032, unless terminated earlier as provided herein. If Lessee
holds over after the expiration of the Term, this action will create a month-to-month tenancy. In
this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and
charges at the rates provided by the Schedule of Rates and Charges or similarly published schedule
in effect at the time.
4. RENT.
4.1. Rental Rates From Effective Date Through August 23, 2011.
4.1.1. Initial Monthly Rent.
From the Effective Date of this Lease until August 23, 2011, Lessee's rent
for the Premises shall be based on rates prescribed by Lessor's published Schedule
of Rates and Charges or successor schedule (the "Schedule of Rates and
Charges") for unimproved land at the Airport. Rent during that period will be
calculated in accordance with the number of square feet of unimproved land that
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comprised the Premises at the time the Previous Lease was executed so that
Lessee's rent will be calculated in the same manner as provided under the Previous
Lease. Therefore, from the Effective Date of this Lease until September 30, 2002,
Lessee shall pay monthly rent for the Premises based on an annual rate of $0.20 per
square foot for 59,256.3 square feet of unimproved land, or, collectively, $987.60
per month.
4.1.2. Annual Adjustments.
On October 1, 2002 and on October 1 of each year thereafter through
August 23, 2011, Lessee's rental rates shall be subject to increase by Lessor to
reflect the upward percentage change, if any, in the Consumer Price Index for the
Dallas/Fort Worth Metropolitan Area, as announced by the United States
Department of Labor or successor index and/or agency during the immediately
preceding twelve-month period ("CPI Change") (i), for the first increase, since the
Effective Date of this Lease and (ii) for each subsequent increase, since the effective
date of the last increase; provided, however, that Lessee's rental rates for the
Premises shall not exceed the then -current rates prescribed by the Schedule of Rates
and Charges for unimproved land at the Airport. If there is no CPI Change or the
CPI Change is downward, the rental rate for the Premises shall remain constant until
the following October 1st. In no event shall the rental rate for the Premises ever be
adjusted downward.
4.2. Rental Rates From August 24, 2011 Through End of Term.
4.2.1. Hangar and Improved Ground Rates Added.
From October 1, 2011 through the end of the Term, Lessee's annual rent for
the Premises, which will be payable in equal monthly installments, shall be based on
rates prescribed by the Schedule of Rates and Charges for hangar space, improved
land and unimproved land at the Airport. Therefore, from August 24, 2011 through
September 30, 2011 Lessee shall pay monthly rent for the Premises based on (i) the
square footage of all hangar space on the Premises at that time multiplied by the rate
in effect on August 24, 2011 that is prescribed by the Schedule of Rates and
Charges for hangar space at the Airport; plus (ii) the square footage of all other
improved land on the Premises at that time multiplied by the rate in effect on
August 24, 2011 that is prescribed by the Schedule of Rates and Charges for
improved land at the Airport; plus (iii) the square footage of all unimproved land on
the Premises at that time multiplied by the rate in effect on August 24, 2011 that is
prescribed by the Schedule of Rates and Charges for unimproved land at the
Airport. Lessee shall continue to retain title to any hangar(s) and other
improvements located on the Premises until expiration or earlier termination of this
Lease.
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4.2.2. Annual Adjustments.
On October 1, 2011 and on October 1 of each year thereafter through the
end of the Term, Lessee's rental rates shall be subject to increase by Lessor to
reflect the upward CPI Change (i), for the first increase, since August 24, 2011 and
(ii) for each subsequent increase, since the effective date of the last increase
("Annual Rent Adjustment"); provided, however, that Lessee's rental rates for the
Premises shall not exceed the then -current rates prescribed by the Schedule of Rates
and Charges for hangar space, improved land and unimproved land at the Airport.
If there is no CPI Change or the CPI Change is downward, the rental rate for the
Premises shall remain constant until the following October 1 St. In no event shall the
rental rate for the Premises ever be adjusted downward.
4.3. Five -Year Adjustments.
In addition to the Annual Rent Adjustments, on October 1, 2021, and every
five (5) years thereafter for the remainder of the Term (i.e. on October 1 of 2026 and
2031), rent for the Premises shall automatically be adjusted to equal the then -current
rates prescribed by the Schedule of Rates and Charges for hangar space, improved
land and unimproved land at the Airport.
4.4. Payment Dates and Late Fees.
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 17. 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.
S. UTILITIES.
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.
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6. MAINTENANCE AND REPAIRS.
6.1. 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 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's sole risk
or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage
to such property or loss suffered by Lessee's business or business operations, which may be
caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from
any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires,
noise, gas or odors, or from causes of any other matter.
6.2. Inspection.
6.2.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct during Lessee's ordinary business hours and shall
use its best efforts to provide Lessee at least two (2) hours notice prior to inspection.
6.2.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
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.
6.2.3. 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 federal state or local laws, rules or regulations.
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6.3. Environmental Remediation.
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 FULLY RESPONSIBLE FOR THE REMED14TION 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. Lessor shall be responsible for the remediation of
any violation of any applicable federal, state or local environmental regulations that is
caused by Lessor, its officers, agents, servants or employees. For any violation of any
applicable federal, state or local environmental regulations that is caused by a contractor of
Lessor (other than Lessee), a subcontractor, prior tenant or other third party, Lessor shall be
responsible for the remediation of the same or shall take all necessary steps to ensure that
the person or entity causing such violation remediates the same.
6.4. Lessee's Acceptance of Premises.
Lessee accepts the Premises in its present condition as satisfactory for all purposes
set forth in this Lease.
6.5. Deposit.
Lessee has remitted to Lessor in cash a non-interest bearing deposit ("Deposit") in
the amount of $9,750.14. Lessor may use the Deposit to pay for any unperformed
obligations of Lessee under this Lease, including, but not limited to, non-payment of rent,
maintenance, repairs or other damages. Because the Deposit also secures unperformed
obligations of Lessee under its other leases of property at the Airport, the amount of the
Deposit under this Lease is subject to increase at any time. Therefore, Lessee shall increase
the amount of the Deposit if requested by Lessor (i) within thirty (30) calendar days
following receipt of written notice and (ii) provided that the amount of the Deposit does not
exceed one (1) months' rent hereunder. Unless Lessor terminates this Lease as provided
herein, Lessor will refund to Lessee any unused portion of the Deposit within thirty (30)
calendar days following the date that Lessee lawfully vacates the Premises. Lessee agrees
that if Lessor terminates this Lease for any breach or default, Lessor shall be entitled to
retain the entire balance of the Deposit as liquidated damages, and not as a penalty, for
administrative costs associated with the termination process. Lessor and Lessee hereby
agree that this amount is a reasonable approximation of the actual damages that Lessor will
incur as a result of the termination process. Assessment of such liquidated damages shall
not serve as a waiver by Lessor to collect any other damages to which it may be entitled.
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7. DAMAGE OR DESTRUCTION TO PREMISES.
In the event of fire or other casualty which damages or destroys all or any part of the
Premises, the following provisions shall apply:
7.1. Coverage by Lessee's Insurance.
Lessee's property insurance, as required by Section 12.1 of this Lease, shall be
primary to any insurance on the Premises carried by Lessor and shall be used exclusively to
repair or rebuild the damaged or destroyed portions of the Premises. Lessee shall be
responsible for oversight of all repairs or reconstruction on and to the Premises and shall
repair or rebuild the damaged or destroyed portions of the Premises to the size and
standards that meet or exceed the size and standards of such portions of the Premises prior
to the damage or destruction. All repair and reconstruction activities carried out by or on
behalf of Lessee shall be conducted in accordance with Sections 8.1 through 8.6 of this
Lease.
7.2. Premises Uninsured or Underinsured by Lessee.
If Lessee fails to carry adequate property insurance in accordance with Section 12.1
of this Lease, Lessor, at Lessor's sole option, may (i) terminate this Lease upon thirty (30)
days' advance written notice to Lessee or (ii) repair or rebuild the Premises substantially to
its former condition at Lessor's own cost and expense. If Lessor notifies Lessee in writing
within thirty (30) days following the date of damage or destruction that Lessor intends to
undertake the necessary repairs or reconstruction, and the damage or destruction does not
render the affected portion of the Premises untenable, this Lease shall continue in effect
without any rent abatement whatsoever so long as Lessor diligently commences the repairs
or reconstruction within one hundred eighty (180) days from the date of the damage or
destruction. If the damage or destruction does render the affected portion of the Premises
temporarily untenable, or Lessor does not commence the repairs or reconstruction within
one hundred eighty (180) days from the date of the damage or destruction, then for the
period of time between such date and the date a certificate of occupancy is issued for the
portion of the Premises that was rendered untenable, rent shall be proportionally reduced by
the amount of square footage rendered untenable. Upon the issuance of a certificate of
occupancy and thereafter, rent shall comply with the Schedule of Rates and Charges in
effect at the time as they apply to the Premises as improved by Lessor. In other words, if
Lessee was paying an unimproved ground rate and, pursuant to this Section 6.2, Lessor
repaired or rebuilt an aircraft hangar originally constructed by Lessee, then the subsequent
rental rate would not be that for unimproved land, but rather that which applied to similar
hangar space at the Airport at the time.
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8. CONSTRUCTION AND IMPROVEMENTS.
8.1. In General.
Lessee may, at its sole discretion, perform modifications, renovations or
improvements on or to the Premises (collectively, "Improvements") so long as 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 Aviation Department Director
or authorized representative (the "Director"). Lessee covenants and agrees that it shall
fully comply with all provisions of this Section 8 in the performance of any such
Improvements. Lessor shall take full title to any Improvements on the Premises upon the
expiration or earlier termination of this Lease.
8.2. Process for Approval of Plans.
Lessee's plans for any Improvements shall conform to the Airport's architectural
standards and must also receive written approval from Lessor's Departments of
Development, Engineering and Transportation/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.
8.3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Improvement, including, at a minimum, as -built drawings of each project. As -built
drawings shall be new drawings or redline changes to drawings previously provided to the
Director. Lessee shall supply the textual documentation in computer format as requested by
Lessor.
8.4. Bonds Required of Lessee.
Prior to the commencement of any hnprovement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Texas Government Code, Chapter
2253, as amended, in the full amount of each construction contract or project. The bonds
shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and
conditions of this Lease, including, but not limited to, the satisfactory completion of the
Improvements, and (ii) full payments to all persons, funis, corporations or other entities
with whom Lessee has a direct relationship for the performance of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of each
construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled
to any interest earned thereon. Certificates of deposit shall be from a financial institution in
the Dallas -Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance
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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 Improvements, or if claims are filed by third parties on grounds
relating to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit.
8.5. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Improvement, 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 Improvements. Lessee 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 construction 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 in the performance of the construction contract. Such bonds shall name to
both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 8.4
shall apply.
8.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee
serves as its own contractor, verification that Lessee has completed construction work or
(ii), where Lessee uses a contractor, receipt of the contractor's invoice and verification that
the contractor has completed its work and released Lessee to the extent of Lessee's payment
for such work, including bills paid, affidavits and waivers of liens.
9. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes approved in
writing by Lessor. Lessee may not provide fixed base operator services at the Airport without a
valid Fixed Base Operator Permit issued by Lessor.
10. SIGNS.
Lessee, at its sole expense and with the prior written approval of the Director, may install
and maintain signs on the Premises related to Lessee's business operations. Any such signs shall 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.
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11. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
11.1. Lessee's rights hereunder shall be subject to all existing and future utility easements
and rights-of-way granted by Lessor for the installation, maintenance, inspection,
repair or removal of facilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Lessee's rights additionally shall be
subject to all rights granted by all ordinances or statutes which allow such utility
companies to use publicly owned property for the provision of utility services.
11.2. All fixtures and items permanently attached to any structure on the Premises belong
to Lessor, and any additions or alterations made thereon shall immediately become
the property of Lessor.
11.3. 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 structure which, m 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.
11.4. Lessor reserves the right to close temporarily the Airport or any of its facilities for
maintenance, improvements, safety or security of either the Airport or the public, or
for any other cause deemed necessary by Lessor. In this event, 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.
11.5. 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.
11.6. During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government.
11.7. 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, a public document which is on file in Lessor's City
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Secretary's Office and which is incorporated herein by reference for all purposes.
Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be
subordinate to the Sponsor's Assurances.
12. INSURANCE.
12.1. Types of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 12, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the following insurance coverage
at the limits specified herein:
• Pro e
Fire and Extended Coverage on all improvements on the Premises at full replacement
cost limit;
• Commercial General Liability:
$3,000,000 per occurrence,
including products and completed operations;
• Automobile Liability:
$1,000,000 per accident,
including, but not limited to, coverage on any automobile used in Lessee's operations on
the Premises;
• Hangarkeepers Legal Liability:
$1,000,000 per occurrence;
• Environmental Impairment Liability:
$1,000,000 per occurrence.
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
care, custody or control.
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12.2. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to cover
Lessee's operations at the Airport. Lessee will accordingly comply with such new
requirements within thirty (30) days following notice to Lessee.
12.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior
to the expiration of any insurance policy required hereunder, it shall provide Lessor with a
new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and effect.
12.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance
shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no
material changes in coverage, including, but not limited to, cancellation, termination, non-
renewal or amendment, shall be made without thirty (30) days' prior written notice to
Lessor.
13. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee of
Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on
the Premises and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee
acknowledges that the doctrine of 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.
14. LIABILITY AND INDEMNIFICATION.
LESSEE SHALL BE LL4BLE AND RESPONSIBLE FOR ANY CLAIMS, DEMANDS,
LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT
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NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT OR WILLFUL ACT(S) OR OMISSION(S) OF LESSEE, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND/OR SUBLESSEES. INADDITION,
LESSEE, AT LESSEE'S OWN EXPENSE, SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES,
FROM AND AGAINST ANY CLAIM, LAWSUIT OR OTHER ACTION FOR DAMAGES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR WILLFUL ACT(S) OR
OMISSION(S) OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES
AND/OR SUBLESSEESS,
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO
MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE
SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA PERTAINING
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 PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA
REGULATIONS APPLICABLE TO THE PREMISES OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
15. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage or
personal damage, injury or death, Lessee hereby expressly waives its rights to plead defensively
any such immunity or exemption as against Lessor.
16. DEFAULT AND REMEDIES.
16.1. 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 (10)
Hangar 20N/22N Ground Lease Agreement with 13
Sterling -Fort Worth J C, L.P.
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall
have the right to terminate this Lease immediately.
16.2. Failure to Comply with Other Terms or Conditions.
If Lessee breaches or defaults under any provision of this Lease, other than those
breaches or defaults that are addressed by Sections 16.1, Lessor shall deliver written notice
to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30)
calendar days following such written notice to cure, adjust or correct the problem to the
standard existing prior to the breach. If Lessee fails to cure the breach or default within
such time period, Lessor shall have the right to terminate this Lease immediately; provided,
however, that in the event such breach or default cannot reasonably be cured within thirty
(30) calendar days following such written notice, Lessee shall not be in default if Lessee
commences to cure, adjust or correct the problem within such thirty (30) day period and
thereafter diligently and in good faith pursues such cure, adjustment or correction to
conclusion.
16.3. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, 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. Lessee
agrees that it will assert no claim of any kind against Lessor, its agents, servants, 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.
17. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (i) hand -delivered to the other party, its agents, employees, servants or
representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows:
Hangar 20N/22N Ground Lease Agreement with 14
Sterling -Fort Worth J C, L.P.
To LESSOR:
For Rent:
City of Fort Worth
Revenue Office
1000 Throckmorton
Fort Worth TX 76102
To LESSEE:
Sterling -Fort Worth J C, L.P.
Hangar 11N
4201 N. Main St.
Fort Worth, TX 76106-2752
18. ASSIGNMENT AND SUBLETTING.
18.1. In General.
For All Other Matters:
City of Fort Worth
Aviation Department
4201 N. Main St. Ste. 200
Fort Worth TX 76106
Lessee shall not assign, sell, convey, sublease or transfer any of its rights, privileges,
duties or interests granted by this Lease without the advance written consent of Lessor,
which consent shall not be unreasonably withheld or delayed.
18.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee
or sublessee shall be bound by the terms and conditions of this Lease the same as if it had
originally executed this Lease. The failure or refusal of Lessor to approve. a requested
assignment or sublease shall not relieve Lessee of its obligations hereunder, including
payment of rentals, fees and charges.
19. LIENS.
19.1. 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.
Hangar 20N/22N Ground Lease Agreement with 15
Sterling -Fort Worth J C, L.P.
However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall
continue in effect following termination of this Lease and until such a time as the lien is
discharged.
LESSEE HEREBY REPRESENTS AND WARRANTS THAT LESSEE HAS
DISCHARGED OR CAUSED TO BE DISCHARGED ALL DEED OF TRUST AND
OTHER LIENS CONSENTED TO BYLESSOR UNDER CSCNOS. 21587AND 24861.
19.2. Landlord's Lien.
IN ADDITION TO ANY APPLICABLE STATUTORY LANDLORD'S LIEN,
LESSEE GRANTS TO LESSOR, IN ORDER TO SECURE PERFORMANCE BY
LESSEE OF ITS OBLIGATIONS UNDER THIS LEASE, A SECURITY INTEREST
IN ALL GOODS, INVENTORY, EQUIPMENT, FIXTURES, FURNITURE,
IMPROVEMENTS, CHATTEL PAPER, ACCOUNTS AND GENERAL
INTANGIBLES, AND OTHER PERSONAL PROPERTY OF LESSEE NOW OR
HEREAFTER SITUATED ON OR IN THE PREMISES OR OTHERWISE
RELATING TO LESSEE'S USE OF THE PREMISES, AND ALL PROCEEDS
THEREFROM (THE "COLLATERAL'). IF LESSOR TERMINATES THIS LEASE
FOR A FAILURE BY LESSEE TO PAY LESSOR RENT OR FOR ANY OTHER
BREACH OR DEFAULT BY LESSOR, LESSOR MAY, IN ADDITION TO ALL
OTHER REMEDIES, WITHOUT NOTICE OR DEMAND EXCEPT AS PROVIDED
BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED PARTY UNDER THE
TEXAS UNIFORM COMMERCLAL CODE ("UCC"). IN CONNECTION WITH ANY
PUBLIC OR PRIVATE SALE UNDER THE UCC, LESSOR SHALL GIVE LESSEE
FIVE (5) CALENDAR DAYS' PRIOR WRITTEN NOTICE OF THE TIME AND
PLACE OFANYPUBLIC SALE OF THE COLLATERAL OR OF THE TIME AFTER
WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION THEREOF
IS TO BE MADE, WHICHIS AGREED TO BEA REASONABLE NOTICE OF SUCH
SALE OR DISPOSITION.
20. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which
may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or
any hnprovements or property placed on the Premises by Lessee as a result of its
occupancy. Lessee also agrees to pay any and all federal, state or local taxes or assessments
which may lawfully be levied against Lessor due to Lessee's use or occupancy of the
Premises or property placed on the Premises by Lessee as a result of its occupancy or on
account of any Improvements or property placed on the Premises by Lessee as a result of its
occupancy.
Hangar 20N/22N Ground Lease Agreement with 16
Sterling -Fort Worth J C, L.P.
21. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not 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. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned and
operated by Lessor, 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.
22. NON-DISCRINIINATION 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 comply with any requirements imposed by or pursuant
to Title 49 of the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted
Programs of the Department of Transportation and with any amendments to this regulation which
may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination
covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
indemnify Lessor and hold Lessor harmless.
23. 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.
24. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
Hangar 20N/22N Ground Lease Agreement with 17
Sterling -Fort Worth J C, L.P.
25. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of that party's right to
insist upon appropriate performance or to assert any such right on any future occasion.
26. 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 and/or the Airport, 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.
27. SEVERABILITY.
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.
28. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of performance
due to force majeure or other causes beyond their reasonable control, including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation
problems and/or any other cause beyond the reasonable control of Lessor or Lessee.
29. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
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Sterling -Fort Worth J C, L.P.
30. ENTIRETY OF AGREEMENT,
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns
and successors in interest, as to the matters contained herein. 1lnypror or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with any provisions of
this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing
by both parties and approved by the City Council of Lessor:
I AJ€ IN WITNESS'4'4�HEREOF, the parties hereto have executed this Lease in multiples, this
L
day of r,, , s•i ii3,'z it`; 12003,
t'
L
CITY OF FORT WORTH:
_`
By,
i z i
Marc Ott
Assistant City Manager
ATTEST.
-loxia Pearson
City Secretary
,AXPROVED AS O FORM AND LEGALITY -
.
r ,
..
BY h. '..
Peter Vaky
Assistant City Attorney
M & c": C-19070 04-30-02
Haalgar 2ON122N Gmimd: Lease Agreement with 19.
staling -Port worth 3 C, J,_R
STERLING -FORT WORTH J C, L.P:
By: Sterling REIT; Inc.,
its sole General: Partner;
By.
R.E. Bearden
President
ATTEST,
1
By;
STATE OF TEXAS
COUNTY OF (4ccr t s
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared RF. Bearden, President of Sterling REIT, Inc., the sole General
Partner of Sterling -Fort Worth J C, L.P., 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 Sterling -Fort
Worth J C, L.P. and that he executed the same as the act of the Sterling -Fort Worth J C, L.P. for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this p{� day of o n. o r ,
2003.
Notary PrIblic 4n and for the St a^'
STATE OF TEXAS §=p�p'rb4,
COUNTY OF TARRAN I
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Marc Ott, 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 /yam day of �,
2003.
Evl�
HET TIE LANE
Notary Public, State of Texas
PJiy Commission Expires
July 26, 2005
Hangar 20N/22N Ground Lease Agreement with
Sterling -Fort Worth J C, L.P.
Notary Public in and for the State of Texas
EXHIBIT A
FIELD NOTES
FOR
PORTION OF
(BUTLER LEASE OPTION)
NOW
TEXAS JET, INC.
AREA TO BE TRANFERRED
A parcel of land out of the James Wallace Survey, Tarrant County, Texas
and being a portion of tracts conveyed to the City of Fort Worth by deeds
recorded in Volume 1074, Page 498 and Volume 1112, Page 574, Deed Records,
Tarrant County, Texas, and also being a portion of Fort Worth Municipal
Airport, Meacham Field, more particularly described using the Texas, Coor-
dinate System, North Central Zone, coordinates and bearings as follows:
COMMENCE at a point in the north line of 38th Street and west line of North
Main Street, said point being an easterly southeast corner of.Meacham Field,
THENCE: North 3,668.78 feet. and west 1,374.62 feet to the point of beginning,
said point being the most easterly corner of Butler Lease Option, the coor-
dinates of said point are X = 2,044,314.75, Y = 420,615.78;
THENCE: South 48 degrees 55 minutes 51 seconds west along a southwesterly
line of said Lease 150.0 feet to a point;
THENCE: North 41 degrees no minutes 02 seconds west 351.74 feet to a point;
THENCE: North 2 degrees '50 minutes 38 seconds east 112.43 feet to a point
in the northerly line of said Lease;
THENCE: South 87 degrees Og minutes 22 seconds east along said northerly
line 100.0 feet to the most northerly- northeast corner of said Butler Option:
THENCE: South 41 degrees no minutes 02 seconds east along the southeasterly
line of said Lease 363.37 feet to the place of beginning and containing
59,256.3 square feet of land more or less.
TRANSPORTATION AND PUBLIC WORKS
DEPARTMENT
GARY L. SANTERRE, P.E., DIRECTOR
JOHN L. JONES, P.E., CHIEF ENGINEER
EPD:tm 7-16-81
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EXHIBIT "B"
PLAT OF
TEXAS J ET, I NC. LEASE,
FORMELY BUTLER OPTION,
MEACHAM FIELD.
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City of Fort Worth, Texas
Mayor and Council Communication
4/30/02 1 **C-19070 I 55TERMS 1 1 of 1
SUBJECT TERMINATION OF CITY SECRETARY CONTRACT NOS. 24183, 24180, 24184,
24181, 24716, AND 24131 AND ALL ASSOCIATED AMENDMENTS, AND APPROVAL
OF LEASE AGREEMENTS WITH STERLING -FORT WORTH JC, L.P. FOR LEASE
SITES 11N, 12, 14N, 17N, 19N, 20N, AND 22N, AND T -HANGAR 11S AT FORT
WORTH MEACHAM INTERNATIONAL AIRPORT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to Terminate City Secretary Contract Nos. 24183, 24180, 24184,
24181, 24716, and 24131 and all associated amendments with Sterling -Fort Worth JC, L.P. at Fort
Worth Meacham International Airport; and
2. Approve Lease Agreements with Sterling -Fort Worth JC, L.P. for Lease Sites 11 N, 12 and 14N,
17N, 19N, 20N and 22N, and T -Hangar 11S at Fort Worth Meacham International Airport.
DISCUSSION:
Sterling -Fort Worth JC, L.P. is in the process of refinancing their holdings at Fort Worth Meacham
International Airport. The financing institution requires 30 year terms on each of the properties.
Sterling -Fort Worth JC, L.P. asks that each of their leases be cancelled and re -written with expiration
dates of 2032. Currently, the majority of the leases expire in 2011, with one lease having an expiration
date of 2029. All other terms and conditions of the leases will remain in effect. The ground rates
stipulated in the original leases will remain in effect until the original expiration dates and then will
increase to hangar rates where appropriate.
At the appropriate time, requests for the City's consent to Deed of Trust liens on all leaseholds will be
brought forward for City Council approval.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Revenue Division of the Finance Department will be responsible
for the collection and deposit of funds due to the City under this agreement.
BG:k
Submitted for City Manager's FUND ACCOUNT CENTER
Office by: (ro)
Bridgette Garrett/Acting 6140
Lisa A. Pyles 5403
Luis Elguezabal 5401
APPROVED 04/30/02