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HomeMy WebLinkAboutContract 51433 CITY SECRETARY CONTRACT NO. FORT WORTH MEACHAM INTERNATIONAL AIRPORT HANGAR AND GROUND LEASE AGREEMENT LEASE SITE#15S This HANGAR AND GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH("Lessor"),a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and METROPLEX FLIGHT SERVICES, LLC ("Lessee"), acting by and through WILLIAM J.YOUNG,its duly authorized Manager/Member. AGREEMENT In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 11,827 square feet of ground space ("Ground Space"), including an 8,800 square foot hangar ("Hangar") at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site Lease Site 15S, ("Premises"), as shown in Exhibit "A", attached hereto and made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on September 25,2018("Effective Date")and expire at 11:59 P.M. on September 24, 2028,unless terminated earlier as provided herein. 2.2 Renewal Term. 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 three (3) consecutive options to renew this Lease for three (3)additional successive terms of five(5)years ("Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in writing of its intent to exercise a respective option not 0 C�` less than ninety (90) nor more than one hundred eighty (180) days prior to the expiration of the term then in effect. If Lessee does not exercise its option for a first �sFC99�°�o�y within 9p� simultaneously itprovided lautomatically orfets secod option t lease he Premises fora second Renewal METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S LoFFICIALRECORD Fort Worth Meacham International Airport RYPage1 of21TX Term,and Lessee shall no longer have any rights or interest in the Premises following the expiration of the Initial Term. 2.3. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term,this action will create a month-to-month tenancy. In this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time of the Holdover. The hangar rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third party vendor that has been approved and secured by Lessor.A ten percent(10%)increase will be added to the Fair Market Value rate until a new lease agreement is approved and executed. The holdover period will not exceed six(6)months from the time the current lease agreement expires. Upon the expiration of the holdover period, the City may exercise all legal rights and remedies available, including but not limited to eviction. 3. RENT. 3.1. Rates and Adjustments The rental rates under this Lease are based on Lessor's current published Schedule of Rates and Charges. Rental rates are subject to increase beginning October 1, 2019, and on October 1St of any subsequent year during the Initial Term, to reflect any upward change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area,as announced by the United States Department of Labor or successor agency(i) for the first increase,since the Effective Date of this Lease and(ii)for each subsequent increase,since the effective date of the last increase;provided,however,that Lessee's rental rates shall not exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.1.1 Hangar Rate Lessee shall commence the payment of rent for the Hangar on the Effective Date. Lessee hereby promises and agrees to pay Lessor,as annual rent for the Hangar, Twenty-Eight Thousand Seventy-Two Dollars and 00/100 ($28,072.00), at a rate of Three Dollars and 19/100 ($3.19) per square foot, payable in equal monthly installments of Two Thousand Three Hundred Thirty-Nine Dollars and 33/100($2,339.33). METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 2 of 21 3.1.2 Ground Rate Lessee shall commence the payment of rent for the Ground Space on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground Space,Four Thousand Nine Hundred Sixty-Seven Dollars and 34/100 ($4,967.34), at a rate of Forty-two cents ($0.42) per square foot, payable in equal monthly installments of Four Hundred Thirteen and 95/100 ($413.95). 3.2. Five-Year Adiustments In addition to the Annual Rent Adjustments, on October 1,2023, and every fifth (5'')year thereafter for the remainder of the Initial Term(i.e. on October 1 st of 2028, 2033, and 2038),rent shall automatically be adjusted to equal the then-current rates prescribed by the Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. 3.3. Ten-Year Adjustments Every tenth(10`h)year for each Initial and Renewal term of the lease,the Hangar rate shall automatically be adjusted to equal the then Fair Market Value, as prescribed by 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. 3.4 Payment Dates and Late Fees. Monthly rent payments are due on or before the first (1 st) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment by close of business 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. CONSTRUCTION AND IMPROVEMENTS. 4.1 Mandatory Improvements As additional security for this Lease, Lessee covenants and agrees that it shall construct the improvements on the Premises owned by the City of Fort Worth.Lessee may not initiate any improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of same to Lessor in writing, and also requests and receives in writing approval from Lessor's Director of Airport Systems or authorized representative ("Director"). The improvements approved shall be referred to as "Mandatory Improvements",as referenced in Exhibit`B". METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 3 of 21 4.2 Discretionary Improvements. Lessee may, at its sole discretion,perform modifications,renovations,improvements or other construction work on any tract of the Premises. Lessee may not initiate any Discretionary Improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of same to Lessor in writing, and also requests and receives in writing approval from Lessor's Director of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the construction of any such Discretionary Improvements. Lessor shall promptly review, consider and make a decision on approval of such plans, specifications and estimates. Upon completion of any such Discretionary Improvements or the termination of this Lease, Lessor shall take full title to any Discretionary Improvements on the Premises. 4.3 Process for Approval of Plans. Lessee's plans for construction of the Discretionary Improvements shall conform to Spinks' architectural standards and must also be approved in writing by Lessor's Planning and Development Department. 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. Lessor covenants and agrees that Lessor shall handle any and all such plans for construction and improvement in a manner consistent with the provisions of Section 4.2 above. 4.4 Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Discretionary Improvement, including, at a minimum,a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As-Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total cost/value of the Discretionary Improvements. 4.5 Bonds Required of Lessee. Prior to the commencement of any Improvement, 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 applicable requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the construction 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 METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 4 of 21 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 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 and apply the proceeds to complete the Improvements or satisfy the claims,provided that any balance shall be remitted to Lessee. 4.6 Bonds Required of Lessee's Contractors. Prior to the commencement of any Discretionary Improvement, each of Lessee's contractors 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 with Lessee. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Discretionary Improvement. 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 both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.7 Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit to the extent of construction costs paid through that date 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 final waivers of liens. Any unused amounts in the cash deposit account will be refunded to Lessee upon final completion of the construction work. 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises to various third parties ("Sublessees") for aviation-related purposes only under terms and conditions acceptable to and determined by Lessee,provided that all such arrangements shall be in writing and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 5 of 21 Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation-related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non- discriminatory manner. Lessee shall use a standard lease form for all Sublessees and shall submit a copy of such standard lease form to the Director prior to Lessee's execution of its first lease and from time to time thereafter following any material changes to such lease form. Lessee may make non-material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances without the prior written consent of Lessor. 6. REPORTS,AUDITS AND RECORDKEEPING. Within thirty(30)days following the end of each calendar year, Lessee shall provide Lessor with a written annual report, in a form acceptable to the Director that reflects Lessee's rental rates for the immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates on the Premises for the period requested by Lessor. These reports shall be delivered to Lessor's Department of Aviation at the address provided in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor,at Lessor's sole cost and expense,shall have the right to audit such books and records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility 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, maintenance or repair of any and all utilities serving the Premises. In addition,Lessee agrees that all utilities, air conditioning and heating equipment and other electrically-operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times,reasonable wear and tear expected. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee,at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 6 of 21 maintenance of and repairs to all hangars and other structures, doors, windows and roofs,and all fixtures,equipment,hangar modifications and surrounding 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 all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee'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. 8.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990,as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege,through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2) hours' notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the 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. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal, state or local laws,rules or regulations. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 7 of 21 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire 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. 8.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,SUBCONTRACTORS OR INVITEES. 9. SIGNS. Lessee may,at its sole expense and with the prior written approval of the Director, install and maintain signs on the exterior of 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 such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee,and without interference or hindrance by or on behalf of Lessee. Accordingly,nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 8 of 21 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Premises ("Limitation") for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven(7)calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty(180) days,then for such period(i)Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and(iii)the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and(c) extend the term of this Lease, or(ii) Lessee may terminate this Lease upon thirty(30)days'written notice to Lessor. 10.4 During any war or national emergency,Lessor shall have the right to lease any part of the Airport,including its landing area,to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven(7)calendar days,this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven(7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced;and(iii)the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 9 of 21 renegotiate maintenance responsibilities and(c) extend the term of this Lease, or(ii) Lessee may terminate this Lease upon thirty(30)days'written notice to Lessor. 10.5 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. 10.6 Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly-owned property for the provision of utility services. 10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the Premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements,unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the occupancy and use of airport premises as adopted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state, federal or local authority. 11. INSURANCE. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the required insurance specified to be maintained by a commercial tenant in accordance with Exhibit "C", the "City of Fort Worth Aviation Insurance Requirements"attached hereto and made part of this Lease for all purposes. 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. 11.1. Adiustments 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 and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 10 of 21 11.2. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as more particularly set forth in Exhibit"C",which is attached hereto and incorporated herein for all purposes. 11.3 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. 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. 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR 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, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING,MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BY LA W, HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS, INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S B USINESS AND ANY RES UL TING LOST PROFITS,AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 11 of 21 CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS A GENTS,SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANYAND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY 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 OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITHALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THEAIRPORT FROM THE PREMISES. 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure 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) calendar days. If Lessee fails to pay the balance outstanding within such time,Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lessee. If Lessee commits any breach or default,other than Lessee's failure to pay rent,Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 12 of 21 14.3. Abandonment or Non-Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor. 14.4. Lessee's Financial Obligations to Lessor upon Termination,Breach or Default. If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. Rights of Lessor Upon 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. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when(i)hand-delivered to the other party,its agents,employees,servants or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: To LESSEE: City of Fort Worth Metroplex Flight Services,LLC Aviation Department ATTN: William J. Young 201 American Concourse, Suite 330 4001 N. Main Street Fort Worth, TX 76106 Fort Worth,Texas 76034 Phone: (817)281-3085 METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 13 of 21 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.2. Conditions of Approved Assignments and 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. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty(30)days'written notice. However,Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not 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 METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 14 of 21 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 and its officers, agents, employees, contractors, subcontractors, licensees or invitees shall immediately desist from and correct the violation. 19.1 Compliance with Minimum Standards and Schedule of Rates and Charges. Lessee hereby agrees to comply at all times with the City's Minimum Standards, as may be adopted by the City Council from time to time. Lessee shall be bound by any charges adopted in the City's Schedule of Rates and Charges, as may be adopted by the City Council from time to time. 20. NON-DISCRIMINATION COVENANT. Lessee, for itself,its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. 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,disability,sex,sexual orientation, transgender, gender identity or gender expression. 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 these regulations which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. 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. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 15 of 21 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease,Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND JURISDICTION. If any action,whether real or asserted, at law or in equity,arises on the basis of any provision of this Lease or of Lessee's operations on the Premises,venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent,fees or charges, or the enforcement of performance or observances of any covenant,obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys' fees. 26. 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. 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control,including, but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems or any other cause beyond the reasonable control of Lessor or Lessee. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 16 of 21 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. 30. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE. Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Lease,Lessee certifies that Lessee's signature provides written verification to the City that Lessee: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Lease. [Signature Pages Follow] METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 17 of 21 IN WITNESS OF,the parties hereto have executed this Agreement in multiples on this the Wday of 2018. CITY OF FORT WORTH: By: aLo Fernando Costa Assistant City Manager Date: LoLaJ 8 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Fernando Costa, 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 day 0—CRUA 92018. LINDA M.HIRRLINGER aA, •= My Notary ID#124144746 n F`*%-' Expires Fabnrary 2,2022 /v t T�otaly Public in and for the State f Texas APPROVED AS TO FORM ATTEST: AND LEGALITY: By Royce Hansen, U E= City Secret Assistant City Attorney M&C: C-28866CA`� Approval Date: September 25,2018 Form 1295 Certificate#: 2018-380188 OFFICIAL RECORD METROPLEX FLIGHT SERVICES,LLC CITY SECRETARY Hangar and Ground Lease FT. WORTH,TX LEASE SITE#15S Fort Worth Meacham International Airport Page 18 of 21 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administrati f this contract, including ensuring all performance and reporting requirements. Leasing Coordinator 417e-�ea�m-e' Print Name LESSEE: METROPLEX FLIGHT SERVICES,LLC By: An WILLIA J.OU&L, MANAGER/MEMBER Date: I.%,&((?' v Y y MARIA DURR PLA�i STATE OF TEXAS ?? �=Notary Public, State of Texas 9 :+P� Comm. Expires 05-10-2021 COUNTY OF TARRf�NT § '��;�;,;;�` Notary ID 131123835 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared WILLIAM J. YOUNG, 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 METROPLEX FLIGHT SERVICES, LLC., and that he executed the same as the act of THE METROPLEX FLIGHT SERVICES, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIV N UNDER MY HAND AND SEAL OF OFFICE this day 2018. Notary P lic in and for the State of Texas METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 19 of 21 EXHIBIT A REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE 15S (Survey to be inserted) METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#I5S Fort Worth Meacham International Airport Page 20 of 21 EXHIBIT A FIELD NOTES FOR : LEASE SITE 15-S FORT WORTH MEACHAM INTERNATIONAL AIRPORT A parcel of land out of Block 2, Meacham Airport, according to plat fled in Cabinet A, Slide Number 2445,also known as Fort Worth Meacham International Airport, and being more particularly described as follows using the Texas Coordinate System, North Central Zone, NAD'27, Coordinates and Bearings as follows: COMMENCE at a point in the west line of North Main Street and the north line of 38th Street, said point being an easterly southeast corner of said Meacham Airport, THENCE: North 02 degrees 50 minutes 26 seconds East, 612.88 feet, and North 87 degrees 09 minutes 34 seconds West, 850.56 feet, to the POINT of BEGINNING of the herein described lease, said point being the northeast corner of "Don Hansen's Lease Site'B"', File Number 8-M-64, and the herein described Lease Site 15-S, File Number D-1363, the coordinates of said BEGINNING POINT are X= 2,044,869.81, Y=417,602.38; THENCE:with the east line of said Lease, South 02 degrees 50 minutes 26 seconds West, 94.21 feet to the southeast corner of said Lease Site 15-S, from which a mark"X"cut in concrete bears North 87 degrees 14 minutes 22 seconds West, 10.0 feet; THENCE:with the south line of said Lease, to and along a line 8.0 feet southerly of and parallel with an existing building, North 87 degrees 14 minutes 22 seconds West, 125.37 feet, to a mark "X"found in concrete at the southwest corner of said Lease; THENCE:with the west line of said Lease,to and along a line 7.5 feet westerly of and parallel with an existing building, North 02 degrees 46 minutes 13 seconds East, 94.38 feet, to a mark"X" found in concrete at the northwest corner of said Lease, in the north line of said Lease Site B, from which a mark"X"found in concrete bears North 87 degrees 09 minutes 34 seconds West, 224.52 feet; THENCE:with the north line of said Lease Site B, and Lease Site 15-S, South 87 degrees 09 minutes 34 seconds East, at 115.48 feet, pass a mark"X"found in concrete, in all 125.48 feet, to the point of beginning, and containing 11,827 square feet of land, more or less. PC13731winword1projects10300115s.doc 3 � N|¥W •N Sri, » § § +31 Ar'.09 SZO 14 & .e @"zL■ IK � @ _ ■ � ■ � m � � ® � � ■�© . z a:. � ■ ■ \\ w c M / . ; � • ; � k ■ CIO } c / uj • K 2 � . AL ■ o■ .■o @ • .. --Ar § \ a■�e � d \\ � . . \ . tw % : A ■ , � . u on , i • ■ & � ; 2] » ; � ■ . . � [/ Ul : ■ ■ oj - ® } Iudo: 0 � w\ ® � < 7 � \ ■ UJLO . ■ : . � �k \ ■ © ■ -�f /w « I \ � .�■e \ k § � < s J R■� ,&o w " o { . EXHIBIT "B" MANDATORY IMPROVEMENTS LEASE SITE 15S All Mandatory Improvements for Lease Site 15S, as detailed below, must be completed in accordance with Section 4 of the Lease and must be completed within six (6) months of the execution of the Lease and approved by the Aviation Department in its reasonable discretion. Mandatory Improvements to be completed are as follows: 1. All Coordination and costs associated with updating the hangar's Certificate of Occupancy(CO): • Coordinate with the City's Planning&Development department to initiate any necessary permitting for roof replacement, CO update and restore all applicable utilities. • The CO will not require an update to the hangar facility"Owner" but will require the new Lessee to be listed as the"Occupant". NOTE:An inspection was completed in February of 2018. The Building inspection was rejected until the roof is addressed. The inspection approved the HVAC, Plumbing and Electrical. The Building inspection will not be approved until the roof has been replaced. A copy of(2)two roof estimates have been provided to Lessee. 2. Paint hangar exterior including gutters,trim and downspouts. 3. Submit plan for use of interior office space and storage. This can include demolition or renovation. Plan must be submitted to Aviation for review and approval. 4. Identify parking needs, if applicable,and submit plan to accommodate parking needs. METROPLEX FLIGHT SERVICES,LLC Hangar and Ground Lease LEASE SITE#15S Fort Worth Meacham International Airport Page 21 of21 Fa AVIA'nON EXHIBIT C-MINIMUM INSURANCE REQUIREMENTS Property Commercial Hangarkeepers Environmental Aircraft and Passenger Automobile Liability (To Category General Impairment Include Hired&Non-owned Insurance Liability Liability 6 Liability Liability Vehiclees) Fixed Base Operators(FBO's) Yes $5,000,000 $5,000,000 $1,000,000 $ 1,000,000 Aircraft Maintenance Operator and Avionics or Instrument Maintenance -5 $1,000,000 $1,000,000 $ 1,000,000 Operator-Piston Aircraft Maintenance Operator and Avionics or Instrument Maintenance -5 $5,000,000 $1,000,000 $ 1,000,000 Operator-Turbine Avionics or Instrument Maintenance Operator (Bench work Only) 6 $1,000,000 $ 1,000,000 Aircraft Rental or Flight Training -5 2 $1,000,000/occurrence Operator .5 $1,000,000 $ 1,000,000 $100,000/passenger Aircraft Charter or Aircraft -5 $5,000,000/occurrence Management Operator ,5 $1,000,000 $ 1,000,000 9 P $500.000/passenger Aircraft Sales Operator 5 $1,000,000 $1,000,000 $1,000,000/occurrence $ 1,000,000 -5 $100,000/passenger •5 $1,000,000 $1,000,000 Aircraft Storage Operator '5 $5.000,000 3 $5,000,000 3 $ 1,000,000 Aviation Service Sole Proprietor "5 $1,000,000 2 $1,000,000/occurrence $ 250,000 $100,000/passenger Other Commercial Aeronautical $1,000,000 Activities $300,000/occurrence $ 1,000,000 Temporary Specialized Aviation $1,000,000 $300,000/occurrence $ 1,000,000 Service Operator Non-Commercial Hangar Lessee `5 $1,000,000 7 $300,000/occurrence $ 1,000,000 Non-Commercial Flying Club -5 $1,000,0007 $1.000,000/occurrence $ 1,000,000 $100,000/passenger Non-Commercial Self-Fueling 5 $1,000,000 $1,000,000 $300,000/occurrence $ 1.000,000 Permitee Jet Fuel and/or A as Non-Commercial Self-Fueling 7 Permitee `5 $1,000,000 $500,000 $300,000/occurrence $ 250,000 Alternative Fuels e.g.m as 7 Box Hangar,T-Hangar,Community -5 $1,000,000 $300,000/occurrence $ 250,000 Hangar Other 'Insurance requirements subject to determination by Aviation Department and Risk Management. Additional Insurance Requirements -Lessee's policies are to be primary to any other valid and collectible insurance available to the City -All policies shall include a Waiver of Subrogation in favor of the City(Temporary SASO must also include Airport Lessee) -The City of Fort Worth shall be named as Additional Insured(Temporary SASO must also include Airport Lessee) -Policies shall have no exclusions by endorsement,which,neither nullify or amend the required lines of coverage,nor decrease the limits of said coverage 'Coverage per aircraft should be equivalent to the average aircraft value at one time and coverage per occurrence should be equivalent to the average of the maximum value of total aircraft at one time,but not less than the amount noted above 2 Must include Negligent Instruction Coverage 3 If aircraft storage operator is providing subleasing space for aircraft storage °Only required for those providing flight instruction 6 Depends on terms of the lease agreement 6 If vehicle parked landside-State minimums would apply 7 Coverage may be provided by endorsement Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014) DEFINITIONS: Coverage for the Building includes(but is not limited to)the building and structures,completed additions to covered buildings, outdoor fixtures, permanently installed fixtures, machinery and equipment. The building material used to maintain and service the insured's premises is also insured. Business Personal Property owned by the insured and used in the insured's business is covered for direct loss or damage. The coverage includes(but is not limited to) furniture and fixtures,stock, improvements and betterments, leased property for which you have a contractual obligation to insure and several other similar business property items when not specifically excluded from coverage. The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while in the insured's care, custody and control. PROPERTY INSURANCE Business Income(sometimes called Business Interruption)affords protection against the loss of earnings of a business during the time required to rebuild or repair covered property damaged or destroyed by fire or some other insured cause of loss. Extra Expense allows coverage for those additional expenses over and above normal operating expenses paid due to damage to covered property from a covered cause of loss. These expenses could include rent, utilities, moving expenses, telephone, advertising and labor. This coverage protects the insured for bodily injury or property damage to the third parties,for which they are legally liable.The policy covers accidents occurring on the premises or away from the premises. Coverage is provided for injury or damages arising out of goods or products made or sold by the named insured. Coverage is afforded for the named insured and employees of the named insured, however, several individuals and organizations other than the named insured may be covered depending upon certain circumstances specified in the policy. In addition to the limits,the policy provides supplemental payments for attorney fees, court costs and other expenses associated with a claim or the defense of a liability suit. Coverage A-Bodily Injury and Property Damage Liability COMMERCIAL GENERAL Bodily Injury means physical injury,sickness or disease, including death. Property Damage means physical injury LIABILITY to tangible property, including the resulting loss of use of that property. Coverage B-Personal Injury and Advertising Injury Liability Personal Injury means false arrest, malicious prosecution,wrongful entry or eviction, libel,slander and violations of a person's right of privacy. Advertising Injury means libel,slander,disparagement,violations of a person's right of privacy, misappropriation and copyright infringement. Coverage C-Medical Payments Medical Payments means medical expenses for bodily injury caused by an accident. HANGARKEEPERS Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the aircraft is in the care, custody or control of the insured for safekeeping,storage, service or repair. Coverage LIABILITY extends to liability claims involving an aircraft's loss of use. Insures the pollution exposure associated with the insured's property and operations, Including costs of cleanup and remedial or corrective action due to a third-party demand or a government order.The Pollution exclusion in general ENVIROMENTAL liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs IMPIRMENT LIABILITY arising from most types of pollution events. Because of this,customized protection for the pollution exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks involved in aviation.Aviation insurance policies are distinctly different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT AND terminology, as well as terminology, limits and clauses specific to aviation insurance. Passenger liability protects PASSENGER LIABILITY passengers riding in the accident aircraft who are injured or killed. In many countries this coverage is mandatory only for commercial or large aircraft. Coverage is often sold on a"per-seat"basis,with a specified limit for each passenger seat. The liability coverage of the Business Auto Policy provides protection against legal liability arising out of the AUTOMOBILE LIABILITY ownership, maintenance or use of any insured automobile. The insuring agreement agrees to pay for bodily injury TO INCLUDE HIREDS, or property damage for which the insured is legally responsible because of an automobile accident. The policy also NON-OWNED VEHICLES) states that, in addition to the payment of damages,the insurer also agrees to defend the insured for all legal defense cost. The defense is in addition to the policy limits. WAIVER OF An agreement between two parties in which one party agrees to waive subrogation rights against another in the SUBROGATION event of a loss. The intent is to prevent one party's insurer from pursuing subrogation against the other party. Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014) City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/25/2018 DATE: Tuesday, September 25, 2018 REFERENCE NO.: **C-28866 LOG NAME: 55FTW HGRGRNDLEASE15S METROPLEXFLIGHTSRV SUBJECT: Authorize Execution of a Hangar and Ground Lease Agreement with Mandatory Improvements with Metroplex Flight Services, LLC, for Lease Site 15S at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Hangar and Ground Lease Agreement with mandatory improvements with Metroplex Flight Services, LLC, for Lease Site 15S at Fort Worth Meacham International Airport. DISCUSSION: On May 10, 2018, the Department of Aviation (DOA) received a proposal from Metroplex Flight Services, LLC (MFS) to enter into a Hangar and Ground Lease Agreement for Lease Site 15S at Fort Worth Meacham International Airport (Meacham). Lease Site 15S is comprised of approximately 11,827 square feet of ground space and includes a 8,800 square foot hangar. Staff requests that the City Council authorize the execution of a Hangar and Ground Lease Agreement for a term of ten years, to commence on September 25, 2018 and expire on September 24, 2028. The lease will include three 5-year renewal options for an additional fifteen-years, bringing the total lease term to 25 years. As a part of the Agreement, MFS will be required to complete mandatory improvements for the facility. These improvements will include, but are not limited to, roof repair/replacement, painting of the hangar exterior, including any gutters, trim and downspouts; submit a plan for use of interior office space that will require renovation or removal; and identify and submit a plan to accommodate parking needs. In addition, MFS has agreed to all coordination and costs associated with updating the hangar facility's Certificate of Occupancy in order to restore utility service. Mandatory improvements must be approved by the DOA and completed within six months of execution of the Lease, unless otherwise communicated. The total revenue received from this lease will be approximately $33,000.00 annually or$2,750.01 per month. Revenue is based on a hangar rate of approximately $3.75 per square foot and a ground rental rate of$0.42 per square foot, in accordance with the Aviation Department's Schedule of Rates and Charges and Lessor's market analysis. Rental rates shall be subject to an increase on October 1 st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Five-year rate adjustments will apply for the ground rate starting on October 1, 2023 and every fifth year thereafter. The hangar rate will be adjusted every 10 years during the lease term, equal to the then fair market value, as determined by the Lessor's market analysis. Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2. Lognatne: 55FTW HGRGRNDLEASEI5S METROPLEXFLIGHTSRV Page I of 2 FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund, Hangar Lease Revenue Account, which has total estimated revenue in Fiscal Year 2018 of$1,513,594.00 and year-to-date receipts of$1,113,847.02. The Ground Lease Revenue Account, which has total estimated revenue in Fiscal Year 2018 of $1,834,985.00 and year-to-date receipts of$1,401,267.15. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year Chartfield 2 FROM Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Jeff Kloska (5406) Additional Information Contact: Anne-Marie Stowe (5415) ATTACHMENTS 1. Form 1295 Metroplex Flight Services.pdf (Public) 2. Map 15S Metroplex.pdf (Public) Logname: 55FTW HGRGRNDLEASE15S METROPLEXFLIGHTSRV Page 2 of 2 L 1�� CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-380188 Metroplex Flight Services, LLC Southlake, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/16/2018 being filed. City of Fort Worth Date Acknowl d / f 5 e*q 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Meacham International Airport Hangar rental Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Young, Peggy Southlake,TX United States X Young,William Southlake,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is William J.Young and my date of birth is 1/22/49 My address is 2416 Sam School Road Southlake , TX 76092 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in S9,lthl;akc County, State of Tarrant nt on the_4&_day of .July 20__I_&_. /A (month) (year) vN� � Signature of autt-rorizoWagehf of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711