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HomeMy WebLinkAboutContract 52820 CITY SECRETARY CONTRACT NO. FORT WORTH AVIATION DEPARTMENT opQy ADMINISTRATION BUILDING OFFICE LEASE `d' ' o����Q� FORT WORTH MEACHAM INTERNATIONAL AIRPORT This ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation under the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and IRVIN TECHNOLOGIES, INC. ("Lessee"), a Florida based, for-profit corporation acting by and through KEVIN LEBEAU its duly authorized VICE PRESIDENT. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor demises and leases to Lessee the following real property (hereinafter referred to as "Premises") in the Administration Building ("Admin Building") at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas: 1,137 square feet of office space ("Office Space") with an additional 204 square feet of balcony space ("Balcony Space"), together identified as Suite 320, Third Level, depicted on Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1 Initial Term The Initial Term of this Lease shall commence on September 15, 2019 ("Effective Date") and expire at 11:59 PM on September 14, 2022, three (3) years following the Effective Date. In order to terminate this Agreement, a party must provide the other party with written notice of its intent to terminate not less than thirty (30) days prior to the effective date of such termination. 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 consecutive options to renew this Lease, each option for an additional successive term of one year each (each a "Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in writing of its intent to exercise a respective option not less than ninety (90) nor more than one hundred eighty (180) days prior to the expiration of the term then in effect. If Lessee does not exercise its option for a first Renewal Term within the time frame provided herein, Lessee shall Clnr no longer have any rights or interest in the Premises following the expiration of the 9 Initial Term and will have no rights to any Renewal Terms thereafter. OFFICIAL RECORD �orthMeacham International Airport Administration Building Office Lease Agreement CITY SECRETARY Irvin Technologies,Inc.—Suite 320 FT. WOORTWTX23 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 rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shall the 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. Lessee shall pay Lessor rent for the Office Space based on a rental rate of$18.00 per square foot which will be payable in monthly installments of$1,705.50, for an annual rental rate of $20,466.00 (Twenty Thousand, Four Hundred Sixty-Six Dollars). Lessee shall pay Lessor rent for the Balcony Space based on a rental rate of $18.00 per square foot which will be payable in monthly installments of $306.00 for an annual rent of$3,672.00 (three thousand Six Hundred Seventy- Two Dollars). On October 1, 2020 and on October 1st of each year thereafter during both the Initial Term, and any Renewal Term, Lessee's rental rate shall be adjusted to comply with the rates prescribed for the Premises by Lessor's Schedule of Rates and Charges in effect at the respective time. In no event shall Lessee's monthly rental rate exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. In recognition and consideration of the initial Office Space base finish-out costs by Lessee of approximately 1,137 square feet, which is currently valued at approximately $113,700.00 ("Estimated Finish-Out Cost"), Lessor shall grant Lessee a one-time incentive for the cost of the finish out expenses with a rent- abatement for the Initial Term not to exceed 50% of the monthly rent for the Office Space only, (excluding the Balcony Space) commencing on the Effective Date and ending at the end of the Initial Term. (the "Tenant Improvement Period"). During The Tenant Improvement Period Lessor will recognize up to Fifty Thousand dollars ($50,000.00) of the Estimated Finish-Out Cost of the Office Space. At issue of the Certificate of Occupancy (CO) all actual finish-out construction costs will be reviewed and evaluated for possible adjustments downward of the rent-abatement period. Under no circumstances shall the Tenant Improvement Period exceed the Initial Term of the Agreement. Lessee shall commence the payment of rent for the Premises beginning on the Effective Date. Tenant incentives have no cash value and are forfeited if not used during the rent-abatement period. Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 2 of 23 3.2. Payment Dates and Late Fees. Monthly rent payments under this Lease are due on or before the first (1 St) day of each month. Rent shall be considered past due if Lessor has not received full payment on or before the 1 Oth day of the month for which payment is due. Lessor will assess a late penalty charge of ten percent (10%) per month on top of the entire month's rent for each month in which rent is past due. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Mandatory Improvements. As additional security for this Lease, Lessee covenants and agrees that it shall construct the Mandatory Improvements (defined below) on the Premises owned by the City of Fort Worth. The improvements approved and described on Exhibit"B" shall be referred to as "Mandatory Improvements". 4.1.1. Lessee shall commence construction within three (3) months following the execution of this Lease, subject to force majeure, of (i) approximately 1,137 square foot office space within ("Suite 320"). Construction shall be completed and CO's issued therefore no later than six (6) months after construction commences, subject to force majeure and any other delays not caused by Tenant. 4.1.2. Lessee shall complete the Mandatory Improvements according to the Project Schedule("Schedule"),as identified in Exhibit"B", subject to force majeure. 4.1.3. At the completion of construction, Lessee shall provide to Lessor: 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 invoices or similar proof of expenditures indicating Lessee's expenditures. Lessee shall fully comply with all provisions of this Section 4 in the performance of any such Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a CO within the applicable time period set forth above, Lessee shall be in default of this Lease and Lessor shall have the right to terminate Lessee's rights to the Premises in its entirety. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of this Lease in any way, an Amendment to this Lease shall be signed and dated by both Lessor and Lessee and shall be attached to and made a part of this Lease and shall supersede the previous terms, provisions, and specifications as specifically identified. Upon issuance of the CO for the Mandatory Improvements, Lessor shall take full title to and ownership of the Mandatory Improvements on the Premises (provided, however, that any Leasehold Mortgagee shall retain its leasehold mortgage claim on Lessee's leasehold interest in and to the Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 3 of 23 Premises, including, without limitation,the Mandatory Improvements and any other Improvements), subject to Lessee's leasehold interest pursuant to this Lease. The commencement and completion dates in this Section 4.1 are subject to the provisions of Section 30 below, and any delay by reason of force majeure shall result in a day-for-day extension of the period for performance, provided that the party is diligently and continuously pursuing in good faith a remedy to the delay during such time. 4.2. Discretionary Improvements. Lessee may, at its sole discretion,perform modifications,renovations, improvements or other construction work on or to the Premises (which improvements are in addition to, and do not include, the Mandatory Improvements) (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 Lessor's Director of Airport Systems or authorized representative ("Director"), and such approval shall not be unreasonably withheld, conditioned, or delayed. Lessor agrees to respond in writing to Lessee's requests for approval within thirty (30) calendar days of receipt of such requests. Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the undertaking of any such Improvements. Lessor shall take full title to any Improvements on the Premises upon the completion of construction of such Improvements or earlier termination of this Lease, provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby. 4.3. Process for Approval of Plans. Lessee's plans for Improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Planning and Development and Transportation and Public Works. All plans, specifications and work shall conform to all federal, state and local laws,ordinances, rules and regulations in force at the time that the plans are presented for review. 4.4. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any 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. 4.5. Bonds Reauired of Lessee. Prior to the commencement of any Mandatory Improvements or Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bond shall guarantee (i) satisfactory Fort Worth Meacham international Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 4 of 23 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 through an escrow account in an amount equal to 125% of the full amount of each construction contract or project. The Escrow account 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 escrow account shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective Mandatory Improvement or Improvement, or if claims are filed by third parties on grounds relating to such Mandatory Improvement or Improvement, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit within the escrow account and apply the proceeds to complete the Mandatory Improvements or Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee, including any interest that had accrued. If the Lessee chooses to provide a cash deposit through an escrow account in lieu of the required bond, the Lessee, Lessor and the financial institution maintaining the escrow account will enter into a separate escrow agreement prior to the commencement of any Mandatory Improvement or Improvement. 4,6. 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. 5. UTILITIES. Lessor agrees and covenants that it will pay for all utilities in use on the Premises, with the exception of telephone utilities and internet service. Lessee agrees that all electrically-operated equipment which may be used on the Premises shall fully comply with the City of Fort Worth Mechanical, Electrical, Plumbing, Fire and Building Codes, as they exist or may hereafter be amended. 6. MAINTENANCE AND REPAIRS. 6.1. Maintenance and Repairs by Lessor. Lessor shall provide janitorial services to the Premises. Lessor agrees to perform minor repairs and maintenance on a timely basis as required by the ordinary use of the Premises under the terms of this Lease and which are not caused by any Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 5 of 23 violation thereof by Lessee. Lessor shall have the right and privilege, through its officers, agents, servants or employees to inspect the Premises at any time. If Lessor determines that Lessee is responsible for any maintenance or repairs required on the Premises, it shall notify Lessee in writing. Lessee agrees to undertake such maintenance or repair work within thirty (30) calendar days of receipt of notice. If Lessee fails to undertake the maintenance or repairs recommended within this time, Lessor may, in its discretion, perform the necessary maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and payment will be due on the date of Lessee's next monthly rental payment following completion of the repairs. 6.2. 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 shall not allow any holes to be drilled or made in the brick, plaster or cement work. Lessee will not pile or store boxes, cartons, barrels or other similar items in a manner that is unsafe or unsightly. Upon termination of this Lease, Lessee agrees to return the Premises to Lessor in the same condition as originally received, subject to ordinary wear and tear consistent with normal use over time. Lessee is responsible for all damages caused by the negligence or misconduct of Lessee, its agents, servants, employees, contractors, subcontractors, patrons, licensees, invitees or trespassers. For any portion of the Premises located in the basement of the Administration Building, Lessee shall provide, at Lessee's own expense, and use covered metal receptacles for the temporary storage of all trash and garbage and arrange and pay for the sanitary transport and permanent disposal away from the Airport of all of Lessee's trash, garbage and refuse. 6.3. Inspection. Lessor, through its officers, agents, servants or employees, reserves the right to enter the Premises at any time in order to perform any and all duties or obligations which Lessor is authorized or required to do under the terms of this Lease or to perform its governmental duties under federal, state or local rules, regulations and laws (including, but not limited to, inspections under applicable Health, Mechanical, Building, Electrical, Plumbing, and Fire Codes, or other health, safety and general welfare regulations). Lessee will permit the Fire Marshal of the City of Fort Worth or his agents to make inspection of the Premises at any time, and Lessee will comply with all recommendations made to Lessee by the Fire Marshal or his agents 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 added or amended. Lessee shall maintain in a proper condition accessible fire extinguishers of a number and type approved by Fire Underwriters for the particular hazard involved. Lessor shall provide Lessee with advance notice of inspection when reasonable under the circumstances. Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 6 of 23 7. ACCEPTANCE OF PREMISES. Lessee agrees and covenants that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the condition of the Premises. Lessee accepts the Premises in its present condition as satisfactory for all purposes set forth in this Lease. 8. RIGHT OF FIRST REFUSAL ON SEPARATE LEASE SITES. Throughout the term of this Lease, in the event that an interested party presents a bona fide offer to lease either Lease Sites 340 or 345 at the Meacham International Terminal Building, Lessee shall be provided notice by Lessor, in writing, of such offer and Lessee will have two (2) business days to notify Lessor, in writing, of its intent to execute a separate lease for the applicable lease site. If the Lessee does not provide any written notification within the time specified above, then the Lessee's right of first refusal for the specified lease site has lapsed. 9. PARKING. Lessee shall have the right to use the designated public parking areas to the extent available and in accordance with policies established by the Director or authorized representative, for the parking of company vehicles and the vehicles of its employees, licensees or invitees, subject to all ordinances and regulations of the City of Fort Worth and all other applicable laws. 10. USE OF PREMISES. Lessee agrees to use the Premises exclusively for the purpose proposed to and approved by the Director. Any proposed change to the use and activity within the lessee space must be approved by the Director prior to the change occurring. 11. SIGNS. Lessee may, at its own expense and with the prior written approval of the Director or authorized representative, create, install, and maintain signage. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs throughout the Administration Building. In addition, Lessee may not install a sign outside the Administration Building on Lessor's property without prior written approval by the Director or authorized representative as to the sign's placement, appearance, construction, and conformity with applicable City Code restrictions. The Meacham Administration Building's location sign on Main Street is part of the airport's Unified Signage Agreement. All associated signage panels must be approved and procured by the lessor. The lessee will remit payment in advance to the lessor for the sign panel cost. Lessee shall maintain all signs in a safe, neat, sightly and physically good condition. Lessee agrees to pay Lessor for any damage, injury or necessary repairs to the Premises resulting from the installation, maintenance or removal of any such sign. Lessee also Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 7 of 23 agrees to remove any signs at its own expense immediately upon receipt of instructions for such removal from the Director or authorized representative. 12. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 12.1. 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. 12.2. 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. 12.3. 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. 12.4. 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. 12.5. 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. 12.6. 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. Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 8 of 23 13. INSURANCE. 13.1 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 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 following insurance coverage at the limits specified herein: • Commercial General Liability: $300,000.00 per occurrence In addition, Lessee shall be responsible for all insurance to any approved construction, improvements, modifications or renovations on or to the Premises and for personal property of Lessee or in Lessee's care, custody or control. 13.2. Adjustments to Required Coverage and Limits. Insurance requirements, including additional types and limits of coverage and increased limits on existing coverages, are subject to change at Lessor's option, and Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 13.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with a certificate of insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance coverage required herein, and Lessee shall submit a similar certificate of insurance annually to City on the anniversary date of the execution of this agreement. 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, on demand, provide Lessor with evidence that it has maintained such coverage in full force and effect. 13.4. 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, nonrenewal or amendment, shall be made without thirty (30) days'prior written notice to Lessor, Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 9 of 23 14. 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. 15. INDEMNIFICATION. LESSEE HEREBYASSUMES ALL LIABILITYAND 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 THE USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR.. LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANYRESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY ANDALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE 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 NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH ARISES OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR.. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON ON THE PREMISES OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS, AND WHICH MAY BE Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 10 of 23 STOLEN, DESTROYED OR IN ANY WAY DAMAGED; AND LESSEE HEREBY INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANYAND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR.. 16. 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. 17. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 17.1. 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. 17.2. Breach or Default by Lessee. 1f 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 receipt of 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, unless such breach or default is not susceptible to cure within thirty (30) calendar days, in which event Lessee shall have such additional time to effect a cure as determined by Lessor. 17.3. 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, unless such non-use is caused by Force Majeure, as set forth in Section 30 below. 17.4. 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 17.1, 17.2 or 17.3 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 Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page I I of 23 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. 17.5. 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. 18. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, or (2) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: TO LESSEE: City of Fort Worth Irvin Technologies, Inc. Department of Aviation Kevin Lebeau 201 American Concourse, Suite 330 201 American Concourse, Suite 320 Fort Worth, Texas 76106-2749 Fort Worth, Texas 76106-2749 19. ASSIGNMENT AND SUBLETTING. Lessee shall not assign, sell, convey, sublet or transfer any of its rights, privileges, duties or interests granted by this Lease without the advance written reasonable consent of Lessor, such consent shall not be unreasonably conditioned, withheld, or delayed. Any such transaction attempted by Lessee without prior written consent by Lessor shall be null and void. If Lessor consents to any such transaction,the respective assignee or sublessee shall consent to comply in writing with all terms and conditions set forth in this Lease the same as if that party had originally executed this Lease. 20. 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 Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 12 of 23 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 immediately. 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. 21. 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. 22. 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 the City of Fort Worth and the City of Fort Worth Police, Fire and Health Departments; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, 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. 22.1. Compliance with Minimum Standards and Schedule of Rates and Charees: 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. 23. 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 age, 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 age, race, color, national Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 13 of 23 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 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. 24. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its business at the Airport. 25. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, the City of Fort Worth does not waive or surrender any of its governmental powers. 26. 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. 27. VENUE. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Lease or by Lessee's operations on the Premises, venue for such action shall lie in state courts 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. 28. 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. Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 14 of 23 29. 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. 30. 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 by any governmental authority, transportation problems and/or any other cause beyond the reasonable control of the parties. 31. 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. 32. ENTIRETY OF AGREEMENT. This written instrument, including any documents 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. 33. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [Signature Pages to Follow] Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 15 of 23 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the /7& day of�Senkm, « ,2019. CITY OF FORT /WORTH: By: Fernando Costa Assistant City Manager Date: YA /9 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. G EN 4ZDER MY HAND AND SEAL OF OFFICE this day _SC? j— 12019. LAUREN ROSALES Notary ID # 124818929 My Commission Expires May 10 2020 Notary Public in and for the State of Texas f K f APPROVED AS TO FORM ATTEST: AND LEGALITY: By: By: Thomas Royce Hansen Mary J. Ka er Assistant City Attorney City Secr M&C: 19-0128 0 . M&C Approval Date: 09-10-2019 ~ f Form 1295: -� j OFFICIAL,RECORD CITY SECRETARY FT• WORTH, TX Fort Worth Meacham Intemational Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page f 23 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Real Vro erty Manager Print LESSEE: ATTEST: IRVIN TECHNO OGGIES,INC. By:_ � "" By: Kevin Lebeau,Vice President Date: q 7 — w` / STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Kevin Lebeau 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 Irvin Technologies, Inc. and that he executed the same as the act of Irvin Technologies, Inc. for the purposes and consideration therein expressed and in the capacity therein stated. JQidEN UNDER MY HAND AND SEAL OF OFFICE this 7 day of 2019. . ANGELA MCKAUGHAN .`a►PY.?c 4- 4• Notary Public,State of Texas Not blic in and for th &ate of Texas 20' h Comm.Expires 03-28-2022 Notary ID 131607822 Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 17 of 23 EXHIBIT "A" n AVAIL a SUITE AVAIL 736 SURF 340 sort , uo AVAIL SURE us 6 Ll I ® I u OTHIRD FLOOR aTENANT SPACE Hahnfeld ,chitectS 200 Bailey Ave.,Suite 200 i b MEACHAM OFFICE BUILDING Hoffer planer �179�;'STexas2 'e'o' FORT WORTH,TX Stanford interiors fax a17.302.0692 Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page IS of 23 EXHIBIT "B" MANDATORY IMPROVEMENTS Approximately 1,137 square feet of office space • All mandatory improvements for Suite 320 must be completed in accordance with Section 4. • Construction of office space finish-out will be completed within six(6)months of the execution of the Agreement and approved by the Director or authorized representative. Replace plain wall facing lobby with glass storefront similar to existing office spaces on Ist and 2nd floor spaces below Suite 320 Interior glass and solid walls to create two executive offices, a conference room, small break room, and flexible office space for up to (8) individual cubicle space Doors and associated hardware for storefront, offices and conference room - Distribute electrical power for standard office space use in the offices, conference room, break room, and flexible space Access to patio to include exterior door and privacy barrier on patio - Cover concrete flooring with mix of industrial carpet(90%) and tile(10%) - Lighting and associated controls for standard office lighting environment - 2x2 drop the ceiling across the entire leased office space Cabinetry to support office products in entry way to office space and break room to provide standard office storage Distribute hardwired Ethernet between conference rooms, offices and access point. Controlled access badge reader to provide security in/out of space Provide standard welcome desk/receiving area - Small break room to include plumbing/electrical for sink, refrigerator, microwave and cabinet space for storage Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 19 of 23 PROJECT SCHEDULE VXVST m&W—nghba S�]OS metraW.tltfY.ar9A.>d erA Dar•Mi/aa/Is Tw W" '2d" Wd TAM/U 7wWU M i 70M11ar Cat�ltr I Wd 1AsA9 Wd)AVID 79\FImC�It. 90\f.a. Sbp Tw TATA9 W V)n1A9 "S Misty s 99,attr.F...rr •d O Tw9I1/1s n.UK/19 9ntrE�ltr a fsx f.a.r ur.11tMa. 10dW Wd V/A9 T.a 9/iWU I�9S%f..la.rlrr Misty r%w St•tbrOrCET id" w.eNUU Wd e WW ePt 9.b mwrab • F.nnk■aal.. 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Addtona 1^surance Requrerrents -lease's polices are to be primary to wl a0wr vac and eoledbe 0 mtrance a4liade to do Cky %V F A-,,shall ndude a Waiver of Subropakon it favor of the City(Tatrtporary SASO mist ako rndtde Aepot Lessee) •The City of Fort Woodt slnar be named as Additional kistred(Temporary SASO nest also include Aiport Lessee) 4%k w du@ have no exclusion by wWwsaoeK Whirl.rw4wrdclillr or amend the regtwed Gas of rwverage.m deaisse the Nn s of sad coverage 'Coserap per,- -,R sI I be egtu sdW to the average--a- resits at one tints and coverage per occurrence shold be equiadeit to tune aeaa 0 of the rnalenddn wkre d sod maak al the wm.but rat kss that the arnotrt ironed abae 'Mug itcktde Neghgwt Instruction Cosrape s If arcs straps opewor s pravidng subleasing space fa airtxafl storage x only nq_ tar taws growth 0111411t 0-mcbon Dena an lions of to ea aOnwnut •If it id parked tadsbe-Stake miwnntrts world apply Coverage may be proetded by endorsement Aviabon Mininwm Standards, C.tyof FM Worth Awat on Deparbrent i09,03l20141 Fort Worth Meacham International Airport Administration Building Office Leon Agreement Irvin Technologies,Inc.-Suite 320 Page 21 of 23 DEFINITIONS: Coverage for the Building nckides(tied is not limited to i the Wilting and structures,completed additions to covered bwldings.atldoor f6rkres.perMW We,installed sabres,maehi ery and*quipaent The bed q material used to maintain and serve*tero insureds premises is also ivied. Business Persons!PropMy averted by the insured and used in the nsured's business is covered for died low or damage. The coverage rcludes(but is not imAed to) furnwre and firm.stock.improvements and betterments.leased property for ehioh you hare a conlraahwl obligation to r aura and several other similar busiest property isms Mist n not specifically*xckmftd from ooverage- The poky is also designed to praMet rite insured against loss or damage to the Personal Property of Orers eta* in the nsured's pre,oietoey and conti PROPERTY INSURANCE Business Income(sometimes called Business Interruption)affords protection ago nst the loss of earnings of a busness during the tiro required to mbLAd or repair covered properly damaged or destroyed byfm or some otter insured cause of loss. E,dra Expense allows coverage for drove additional eiipwises over and above normal operating eitpenses paid due to damage to covered property from a covered cause of loss. These etpenses Bald ncMde rert,u thbes,moving expenses.telephone.advertising and labor. This coverage protects the insured for bodily xytry or property damage to the third parties.for which they are legal?y ►able The poky covers accidents occurring on the premises or aeoy from the premises. Coverage is provided for injury or damages arising out of goods or products made or sold by rn*named insured. Coverage is afforded for the named insured and employees of re named insured:however.several iidhikk as and opanisatians other run the namied insured may be oovemid depending upon certain circumstances speoded in re poky in aciddon to the irons,the poky pnivides supplemental payments for atianey fees.court costs and dew eipenses associated with a Bairn or the defense of a bbdly sri Coverage A-Bodily kVury and Prop"Damage UabiNy CONMERCIAL GENERAL Bodily ttjury means pllysioM irf ry,sickness or disease,inakiding dearth. Property Damage means physical injury LIABILITY to tangible property.kwIluidng the resulting loss of use of that property. Coverage B-Personal ktpry and Advertsip liyury Liability Personal iijuiq means false arrest-mafin:io s posectiten,wrorngftl entry or eveftirt ibel slander and violations of a person s right of primary- Advertising iyury means libel.slander disparageneM vidabom of a person's right of privacy,misappnolinali xn and copyright infringement. Coverage C-Medical Payments Medical Payments means medical bpenses for bodily injury caused by an accident. Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the HANGARRTEPERS avcraft ins in the care,asbdy cr owilli t of the insured for sdskitepip,storage.ser+ioe or repair_Coverage LIABILM extends ie kati y claims involving an aircralt's loss d us*. Insures the pollution eiposnre associated with the enured s property and operations.Incfudng costs of cleanup and R , remedial or oorrecuve action!due to a third-party demand or a goverrmert rnw. lud The Po ten eirirsion in general ENNIENTAL liability insurance effectrvely akni tarts coverage,for damages for Godly iluy.p►operty,damage and cleanup costs IRME',Tr UANILM arising from most types of paitlion events..Because of ths,astom¢ed protection for rn*pdk*ot*iposure of numerous insureds in dis category it*ssentyal. Coverage geared specifically to the operation of aircraft and the asks involved in aviation.Aviation nsuranoe policies are distinctly dlferart from trio**for ollm areas of transportation and tend to incorporable aviation AIRCRAFT AND terminology.as wel as ternimobgy.finis and clauses spas!*lo aviation kwAxanoe.Passenger iabiity proteds PASSENGER UABILM passengers ndng in to accident ahmA who are inured or killed.In many counties rus coverage is mandatory only for oommeroal or large aircraft Coverage is often sold on a'per-suC bass,wih a specTred im2 for each passenger seat The liability coverage of the Bu sness Auto Pokey provides protection against legal liability ansng out of the AUTOMOBILE LIABILIII ownership.mairderiance or use of any insured automobile. The insuring agreement agrees to pay for bait injury TO INCLUDE HIRED fit or property dam age for which re insured is legally responsible because of an auomoble accident. The poky also NON-01t:'%ED VEMCLESi states rat,n addition to the payment d damages,to insurer afro agrees b deft the!sired for all iegal defense cost The defense is In addition to Oat Policy rots- WAIVER OF all agreement between two parties in which one party agrees to waive subrogation rights against another in the SUBROGATIONevent of a loss. The!tent is to prevent ore paws isu pursuit subrogation from pursu subrogation against de filer party. Aviation Mirnirrnm Standards, City of Fort Worth Asatio n Depattmst(tlfrigM14) Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 22 of 23 EXHIBIT "D" VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals have the authority to legally bind and to execute any agreement, amendment, or change order on behalf of Irvin Technologies, Inc. Such binding authority has been granted by proper order, resolution, ordinance, or other authorization of Anthony Irvin of Irvin Technologies, Inc. City of Fort Worth is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Irvin Technologies, Inc. Irvin Technologies, Inc. will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City of Fort Worth is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Irvin Technologies, Inc. Name: KeA�r, U&1,14 Title: Vrcz Prf�,Jke^} Signature Name: Title: Signature Name: Title: Signature Name: Signature of President/ CEO Other Title: Date: Fort Worth Meacham International Airport Administration Building Office Lease Agreement Irvin Technologies,Inc.—Suite 320 Page 23 of 23