HomeMy WebLinkAboutContract 54800 �O 01TY SE.ORE 'ARY
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
LEASE SITE 3C
TEXAS JET,INC.
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH ("Lessor" or the "City"), 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 TEXAS JET, INC. ("Lessee"), a Texas
corporation, acting by and through Reed Pigman,Jr., its duly authorized President.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee a total of 102,665.63 square feet of ground space
("Ground") at Fort Worth Meacham International Airport ("Airport") in Fort Worth,
Tarrant County, Texas, identified as Lease Site 3C, ("Premises"), as shown in 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 the Lease ("Initial Term") shall commence at 12:00 a.m. on
November 1, 2020 ("Effective Date"), and expire at 11:59 p.m. on October 31,
2050,unless terminated earlier as provided herein.
2.2 Renewals.
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 one(1)option to renew
for an additional (10) ten years each (a "Renewal Term"). In order to exercise an
option to renew, Lessee shall notify Lessor in writing of its desire to renew this
Lease no less than ninety (90) days and no more than one hundred eighty (180) days
prior to 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
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Fort Worth Meacham International Airport
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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. Ground Rate.
Lessee shall commence the payment of rent for the Ground on the Effective Date.
Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground,
Forty-Eight Thousand Two Hundred Fifty-Two Dollars and 85/100 ($48,252.85), at
a rate of current rate ($0.47) per square foot, payable in equal monthly installments
of Four Thousand Twenty-One Dollars and 07/100($4,021.07).
3.2. Rate Adiustments.
3.2.1. Consumer Price Index Adiustments.
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 1,2021, and on October 15t of any subsequent year during the Initial
Term and any Renewal 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 (the "Annual Rent
Adjustment"); provided, however, that Lessee's rental rates shall not exceed
the then-current rates prescribed by Lessor's published Schedule of Rates and
Charges.
3.2.2. Five-Year Adiustments,Ground Rate.
In addition to the Annual Rent Adjustments, on October 1, 2025, and every
fifth(5th)year thereafter for the remainder of the term of the Initial Term(i.e.
on October 1st of 2030,2035,2040,2045,2050),the Ground rental rate shall
automatically be adjusted to equal the then-current rates prescribed by the
Schedule of Rates and Charges.
3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal 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 after the tenth (l Oth) day
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Fort Worth Meacham International Airport
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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 set forth below on the Premises owned by the City of
Fort Worth. The improvements approved shall be referred to as "Mandatory
Improvements", as referenced in Exhibit"B".
4.1.1. Lessee shall commence construction within six (6) months following the
execution of this Lease. Construction and issuance of a Certificate of Occupancy of
an approximately 34,520 square foot hangar and an approximately associated apron
shall be completed no later than eighteen(18)months after construction commenced.
4.1.2. Lessee shall complete the Mandatory Improvements according to the Project
Schedule ("Schedule"), as identified in Exhibit "11-1". For each major task on the
Schedule, Lessee shall provide, at a minimum, a 24-hour advance notice of
commencement.
4.1.3. At the completion of construction, Lessee shall provide to the 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 a Summary of the total
cost/value of the Mandatory Improvements.
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 Certificate of Occupancy within the applicable time period set forth above,
Lessee shall be in default of this Lease and Lessor shall 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 the 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 Certificate of Occupancy Lessor shall take full title to the
Mandatory Improvements on the Premises.
The commencement and completion dates in this Section 4.1 are subject to the provisions of
Section 27 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.
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Fort Worth Meacham International Airport
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4.2. Discretionary Improvements.
Lessee may, at its sole discretion,perform modifications, renovations, improvements
or other construction work on or to the Premises (collectively, "Improvements") so
long as it first submits all plans, specifications and estimates for the costs of the
proposed work in writing and also requests and receives in writing approval from the
Director of Aviation or authorized representative ("Director"). 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 expiration
or earlier termination of this Lease, provided that trade fixtures shall remain the
property of Lessee and may be removed so long as Lessee repairs any damage
caused thereby.
4.3. 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 Required of Lessee.
Prior to the commencement of any Mandatory Improvement or 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 bond 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
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 flom a
financial institution in the Dallas-Fort Worth Metropolitan Area which is insured by
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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 Mandatory Improvement or Improvement,
Lessee's respective prime contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, in the amount of the respective contract price to cover the
costs of all work performed under such contractor's contract for such Improvements.
Lessee's prime contractor shall also furnish a maintenance bond in an amount equal
to the contract price as security to protect Lessor against any defects in any portion of
the improvements. The maintenance bond shall remain in effect for two (2) years
after the date of final acceptance of the improvement by the Lessor. Lessee shall
provide Lessor with copies of such bonds prior to the commencement of such
Improvements. The bonds shall guarantee (i) the faithful performance and
completion of all construction work in accordance with the final plans and
specifications as approved by Lessor and(ii) full payment for all wages for labor and
services and of all bills for materials, supplies and equipment used in the
performance of the construction contract. Such bonds shall name 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 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. 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, including the entire hangar, 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 for subleases with a term
greater than five(5)years 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
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terms and conditions that (i) do not conflict with Lessee's duties and obligations under this
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, including rental rates ,without regard to lease
terms, 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, including, without limitation,
any changes to Lessee's rental rates for portions of the Premises. Lessee may make non-
material modifications to its standard lease to the extent that such are not contrary to Lessor's
Sponsor's Assurances.
6. REPORTS,AUDITS AND RECORDKEEPING.
Lessor reserves the right to require Lessee to-provide Lessor with a written annual report, in
a form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the
Premises in the immediately preceding calendar year. If required, such written annual report
shall be provided to Lessor within thirty (30) days following the end of the preceding
calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a
more frequent basis that reflect Lessee's rental rates for the period requested by Lessor.
These reports shall be delivered to Lessor's Department of Aviation at the address provided
in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to
Lessee's operations at the Airport and other obligations hereunder in accordance with
Lessee's current basis of accounting or, if Lessee changes such basis, in a manner
satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth.
Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal
Auditor if it is in compliance with industry standards or generally accepted accounting
principles. 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.
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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 excepted. 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
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 or otherwise cure 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 four(4)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
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Fort Worth Meacham International Airport
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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.
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 REMEDL4TION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
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 hangar or 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.
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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.
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
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Fort Worth Meacham International Airport
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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.
10.5. 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
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comply with such new requirements within thirty (30) days following notice to
Lessee.
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, INCL UDING 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 NEGLIGENCE
OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO,AND DOES TO THE EXTENT ALLOWED
BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BY LAW, 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 ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page I I of 34
OR ASSERTED,ARISING OUT OF OR IN 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 NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANYAND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICHARISE
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 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 THEIR OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT 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 Charles.
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 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.
Texas Jet,Inc.—Lease site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 12 of 34
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, unless such non-use is caused by Force Majeure, as set forth in
Section 27 below.
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. RhMs 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.
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 13 of 34
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered (i)when hand-delivered to the other party at such addresses listed
below, or at such other addresses as the receiving party designates by proper notice to the
sending party, or (ii) three (3) days after being deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR: To LESSEE:
City of Fort Worth Texas Jet, Inc.
Aviation Department ATTN: Reed Pigman,Jr.
201 American Concourse, Suite 330 200 Texas Way
Fort Worth,TX 76106 Fort Worth, Texas 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
Lessee shall have the right to sublease portions or all 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.
As provided for in Section 5, 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.
Texas Jet,Inc.—Lease Site 3C
Ground lease
Fort Worth Meacham International Airport
Page 14 of 34
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, and minimum standards of Lessor; all rules and regulations and minimum
standards established by the Director; and all rules and regulations and minimum standards
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, and minimum
standards exist or may hereafter be amended or adopted. If Lessor notifies Lessee in
accordance with Section 15 above of any violation of such laws, ordinances, rules or
regulations,Lessee shall immediately desist from and correct the violation.
19.1 Compliance with Minimum Standards and Schedule of Rates and Charles:
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
Texas Jet,Inc.—Lease Site X
Ground Lease
Fort Worth Meacham International Airport
Page IS of 34
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.
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.
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.
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 16 of 34
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 and/or any other cause beyond the reasonable control of
Lessor or Lessee.
28. 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.
29. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
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.
31. 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.
[Signature Pages Follow]
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 17 of 34
IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples on this
the J J day of 2020.
CITY OF F'ORRT� WORTH:
By: TG.n.•«.� eo4L--
Fernando Costa
Assistant City Manager
Date: /1L-34zazo
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.
QIYEN UNDER MY HAND AND SEAL OF OFFICE this 3 day
0ykMAp ,2020.
SELENA ALA
Par n� ii
°I" Notary Public. State of Texas
.- Comm. Expires 03 31 2024
;'''•;'�;' Notary ID 132422528 Notary Public in and for the State of Texas
EnFt �
APPROVED AS TO FORM ATTE
AND LEGALITY:
By: - By. ..
Thomas Royce HaCserf, ary J. Kayser
Assistant City Attorney ity Secretary ,
M&C: D 7& r>
Date: 1011e,140
1295 Certificate Number: ;z 0 2 0,- ,✓70
Texas Jet,Inc.—Lease Site 3C c sw �!
Ground Lease ���� �
Fort Worth Meacham International Airport
Page 18 of 34 f
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contlactincluding ensuring all performance and reporting requirements.
Real Pro rty Manager
�—L 6
ryes l .�l
Print Name
LESSEE:
TEXAS JET
By:
Reed Pig ,Jr.,
President
Date: z::z
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 Reed Pigman, Jr., 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 Texas
Jet, Inc. and that he executed the same as the act of Texas Jet, Inc. for the purposes and
consideration therein expressed and in the capacity therein stated.
IVEN UNDER MY HAND AND SEAL OF OFFICE this aL day
2020.
�Y' Notary Public in and for the State of Texas
• r LESA MAKE
My Notary ID#6520242
ExPires May 16,2022
Texas Jet,Inc.-Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 19 of 34 I - ----- -—
EXHIBIT A-SURVEY
REAL PROPERTY DESCRIPTION AND MAP
FOR LEASE SITE 3C
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 20 of 34
EXHIBIT "B"
MANDATORY IMPROVEMENTS
Approximately 34,520 Square Feet Hangar Facility
•All mandatory improvements for Lease Site 3C must be completed in accordance with Section 4 of
the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto.
• Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the FAA no less than
sixty(60) calendar days prior to the commencement of construction.
Lessee shall commence construction within six(6) months following the execution of this Lease.
Construction and issuance of a Certificate of Occupancy of an approximately 34,520 square foot
hangar and an approximately associated apron shall be completed no later than eighteen (18)months
after construction commenced.
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 21 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 22 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham Intemational Airport
Page 23 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 24 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 25 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham Intemational Airport
Page 26 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 27 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 28 of 34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 29 of34
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Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 30 of 34
EXHIBIT "B-1"
PROJECT SCHEDULE
MANDATORY IMPROVEMENTS
LEASE SITES 3C
ACTIVITY START FINISH
Site Survey
Metes&Bounds 7/20/20 9/03/20
Airport/City Airport/City Design Review
Preliminml 6/12/20 07/23/20
Final �v
Acquire Building Permits
FAA
Airspace Stud -7460 08/12/20
Construction
Pre-Construction Meeting w/Ai ort 09/17/20
Staking U
Utilities Coordination/Clearance
Site Grading, Contour, Excavation, etc.
Hangar Foundation
Apron PavingI
Parkin Lot/Parking Spaces
Pedestrian Walkwa s ,if applicable
Concrete Quality Assurance Tests
Structure Build-out
Ramp/Hangar Lighting
Landscaping
Inspections
Final Inspection
Certificate of Occupancy
All provisions of the Lease and this Project Schedule shall be fully complied with in the performance
of any such Mandatory Improvements. Should construction not be completed as evidenced by the
issuance of a Certificate of Occupancy within the applicable time period set forth above, Lessee
shall be in default of the Lease and the Lessor shall terminate Lessee's rights to the Premises in its
entirety.
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 31 of 34
FORT�WORTTH
.Wtano*4 EXHIBIT C-MINIMUM INSURANCE REQUIREMENTS
Commercial Environmental Automobile Liability (To
Insurance
Category Property General Hang b ens Impairment LiabilitAircraft and Passenger include Hired&Non-owned
Liability Liability Liability y Vehiclees)a
Fixed Base Operator(FBO's) Yes $5.000,000 $5.000,000 $1,000.000 $ 1,000.000
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance $1,000.000 $1,000,000 $ 1.000,000
Operator-Piston
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance 6 $5,000,000 $1,000.000 $ 1,000,000
Operator-Turbine
Avionics or Instrument Maintenance $1.000,000 $ 1.000,000
Operator (Bench work Only)
Aircraft Rental or Flight Training .s $1 $1,000,000/occurrence $ 1.000.000
Operator 6 ,000.000 1 $100,000/passenger
Aircraft Charter or Aircraft 5 S5.000,000/occurrence
Management Operator 5 $1.000,000 S500.000/passenger $ 1,000,000
s $1,000,000/occurrence
Aircraft Sales Operator s $1,000.000 $1,000,000 $ 1.000.000
$100,000/passenger
s $1,000,000 $1.000,000
Aircraft Storage Operator
'1 $5,000.000 3 $5,000,000 a $ 1,000,000
Avtation Service Sole Proprietor 'S $1,000.000 Z $1$100.000/passeD/occun ege r 4 $ 250.000
0.000
Other Commercial Aeronautical $1,000.000 $300,000/occurrence $ 1,000.000
Activities
Temporary Specialized Aviation $1.000.000 $300,000/occurrence $ 1.000,000
Service Operator
Non-Commercial Hangar Lessee •6 $1'000.000 7 $300.000loccurrence $ 1,000,000
Non-Commerclal Flying Club - $1,000.000 7 $1,000,000/occurrence $ 1,000,000
$100,000/ assen er
Non-Commercial Self-Fueling .s $1.000.000 $1,000.000 $300,000/occurrence $ 1.000,000
Permitee(Jet u d/ s
Non-Commercial Self-Fueling 7
Perrnitee .5 $1,000,000 $500.000 $300,000/occurrence S 250,000
Alternative Fuels e. . as
r
Box Hangar,T-Hangar.Community s $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
-'Must Include Negligent Instruction Coverage
3 If aircraft storage operator is providing subleasing space for aircraft storage
"Only required for those providing flight instruction
s Depends on terms of the lease agreement
6 If vehicle parked landside-State minimums would apply
r Coverage may be provided by endorsement
Aviation Minimum Standards, City of Fort Worth Aviation Department(0610312014)
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 32 of 34
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 v,,hich 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 specked in the policy. In addition to the
limits,the policy provides supplemental payments for attorney fees,court costs and other expenses associated mith
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.
Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the
HANGARICEEPERS 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 speck 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 specked 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 HIRED& or property damage for which the insured is legally responsible because of an automobile accident. The policy also
states that,in addition to the payment of damages,the insurer also agrees to defend the insured for all legal
NON-OWNED VFHICLE�)
defense cost. The defense is in addition to the policy limits.
WAIVER OF An agreement between tvo parties in which one party agrees to waive subrogation rights against another in the
event of a loss. The intent is to prevent one party s insurer from pursuing subrogation against the other party.
SUBROGATION
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 33 of 34
MAYOR AND COUNCIL COMMUNICATIONS
Texas Jet,Inc.—Lease Site 3C
Ground Lease
Fort Worth Meacham International Airport
Page 34 of 34
CITY COUNCIL AGENDA FURTI
REFERENCE **M&C 20- 55FTW TEXAS JET 3C
DATE: 10/20/2020 NO.: 0769 LOG NAME: GROUND LEASE
AGREEMENT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD2)Authorize Execution of a New Ground Lease Agreement Including Mandatory
Improvements with Texas Jet Inc. for Lease Site 3C at Fort Worth Meacham International
Airport and a Consent to Leasehold Deed of Trust with Texas Jet Inc. and JPMorgan
Chase Bank, N.A. for Lease Site 3C, to Facilitate the Construction of a New Hangar
Facility
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a new ground lease agreement including mandatory improvements with
Texas Jet Inc. for Lease Site 3C at Fort Worth Meacham International Airport; and
2. Authorize the execution of a Consent to Leasehold Deed of Trust for Lease Site 3C with Texas Jet
Inc. and JPMorgan Chase Bank, N.A. at Fort Worth Meacham International Airport to facilitate the
construction of a new hangar facility.
DISCUSSION:
On or about May 26, 2020,Aviation Staff received a request from Texas Jet, Inc. (Texas Jet) to lease
ground space known as 3C as part of the Midfield Development project at Fort Worth Meacham
International Airport. The total amount of ground space for Lease Site 3C is approximately 102,665.63
square feet. Texas Jet, Inc. will pay a ground rate of$0.47 per square foot. Revenue generated from
the Ground Lease is approximately $48,252.85 annually, paid in monthly installments of approximately
$4,021.07. Rates are in accordance with the Aviation Department's current Schedule of Rates and
Charges.
The mandatory improvements for Lease Site 3C include construction of a hangar approximately
34,250 SF. Texas Jet shall commence construction within six (6) months following the execution of the
Ground Lease Agreement with completion of construction within eighteen (18) months of
commencement of construction. Hangars, aprons, ramps and other auxiliary areas will be constructed
in compliance with the Minimum Standards.
The term of the new Ground Lease will be thirty (30) years, effective upon execution of the Ground
Lease Agreement, with one ten (10) year option to renew, bringing the lease term to a total of forty (40)
years. All terms and conditions of the lease agreement will be in accordance with City of Fort Worth
and Aviation Department policies.
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 be applied to the ground rate starting on October 1, 2025, and every fifth
year thereafter.
The Consent to Leasehold Deed of Trust will grant Texas Jet's lender, JPMorgan Chase Bank, N.A.
the right, subject to the previous lien, to operate as Lessee or secure another tenant in place of Texas
Jet, if previously approved by City Council, in the event Texas Jet defaults on the loan or the lease with
the City of Fort Worth. The Lease Agreement prohibits Texas Jet from making any assignment of the
lease or causing a lien to be made on improvements constructed on the leased premises without City
Council approval. This type of transaction is routine for airport tenants and Staff has no objection to
Texas Jet's request.
ADVISORY BOARD APPROVAL: On September 17, 2020, the Aviation Advisory Board voted to
recommend that the City Council approve the Ground Lease Agreement.
Fort Worth Meacham International Airport is located in Council District 2
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department(and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
FROM
Fund Department Account Project Program I Activity Budget Reference# Amount
ID I ID Year (Chartfield 2)
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Roger Venables (6334)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
2015047.12 BN-1 Parcel-3C Lease Survey.pdf
Map of 3C.pdf