HomeMy WebLinkAboutContract 46347-CA1i. . IRY
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 46347
UNIMPROVED GROUND LEASE AGREEMENTS
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 4N
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
43601, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City
Manager; DELTA AERONAUTICS, INC. ("Lessee"), a Texas corporation, acting by and
through VIRGINIA MILOUD, its duly authorized Pncsident; and MILOUD AVIATION, LLC
("Assignee"), a Texas limited liability company, acting by and through CHADD MILOUD, its
duly authorized Managing Member.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On January 6, 2015 (M&C C-27142) City Council authorized Lessor to enter into a
Hangar and Ground Lease Agreement (CSC No. 46347) with Delta Aeronautics, Inc., ("Lessee")
dated January 15, 2015, (the "Lease"), for the lease and use of real property known as Lease Site
4N, consisting of 106,292 square feet of ground space and a 18,595 square foot hangar ("Leased
Premises") at Fort Worth Meacham International Airport ("Airport"),
B. On or about December 31, 2018, City Council, through M&C C-28930, entered into CSC
46347-AI, the first amendment to CSC 46347, reducing the square footage of ground space
leased from 106,292 square feet to 104,762 square feet.
C. On Novcrnber- 28, 2023, Lessee notified Staff of the transfer of its leasehold interest in
Leased Premises to Miloud Aviation, LLC, pending City Council approval.
D. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased
Premises and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing
to consent to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which re hereby acluiowledged, Lessor, Lessee, and Assignee agree as follows:
Con hF Assignmcnt utCSC No. 46347
by 1 4'Aironautics, Inc . OFFICIAL RECOR
to: ,4viation, LLC ® .
r a �„ rr 7 CITY SECRETARY
LU
t t., FT. WORTH, TX
CSJ REC'G
FEB 0'24 Pm2:30
1. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignmen("), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date"). The Lease
is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective
Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department
and is incorporated herein by reference for all purposes.
2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right, privilege or use granted to Lessee by the Lease. In the event of any
conflict between the Lease and the Assignment, the Lease shall control. In the event of any conflict
between this Consent and the Assignment, this Consent shall control.
3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the
Effective Date.
4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Lease), including, but not limited
to, property loss, property damage and/or personal injury of any kind, including death, to the extent
caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective
Date.
5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date.
6. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent 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. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
7. This Consent may be executed in any number of counterparts, all of which shall constitute
the same instrument.
8. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
Consent to Assignment ofCSC No.40347
by Delta Aeronautics, Inc
to: Miloud Aviation. LLC
Page 2 of 7
[SIGNATURES APPEAR ON Tl IE FOLLOWING PAGES]
Consent to Assignment of CSC No.463g7
by Della Aeronautics, Inc
to: Miloud Aviation, LLC
Page 3 of 7
IN NESS OF, the parties hereto have executed this Agreement in multiples on
this the _'r�ay of he .2024.
CITY OF FORT WORTH:
By: h/
) L^�
Vrie aleWWashington
ton
Assistant City Manager
Date: 4 T ' — 1
M&C: 24-0062
M&C Approved: 01 /23/2024
Form 1295: 2023-1101004
STATE OF TEXAS
COUNTY OF TARRANT
APPROVED AS TO FORM AND LEGALITY:
By:',
Jeremy Anato-Mensah, Assistant City Attorney
A
It, City Secretary
R APPROVAL:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, 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 c ideration therein expressed and in the capacity therein stated.
ZGIVEN UNDER MY HAND ANQUAT OFFICE this day
l Not ub • n and fo th to o exas
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 46347
by Delta Aeronautics, Inc
to: Miloud Aviation, LLC
Page 4 of 7
OFFICIAL, RECQRO
CITY SECRETARY
FT. WORTH, TX
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.
da�6w.m �ee
Barbara Goodwin
Real Property Manager
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment orCSC No. 46347
by Delta Aeronautics, bic
to: Miloud Aviation, LLC
Page 5 of 7
LESSEE:
DELTA AERONAUTICS, INC.
VIRGIN MILOUD, PRESIDENT
Date: I /9 �Ia®,9_41
r
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 VIRGINIA MILOUD 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 DELTA AERONAUTICS, INC, and that he executed the same as the Manager
of DELTA AERONAUTICS, INC, for the purposes and consideration therein expressed and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this c� day
c_XR , -0-►' 2024.
F
ATHER #124ARIE GROGG
6907tary ID M124176907 Commission Expires
May ®, 2027
. Notary Public in and for the State f exas
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 46347
by Ddta Aeronautics, Inc
to: Miloud Aviation, LLC
Page 6 of 7
ASSIGNEE:
MILOUD AVIATION, LLC
By: '
CH MILOUD, MANAGING N1110VIBER
Date: i/r� r✓� /� ��
i
STATE OF [TEXAS
COUNTY OF X
BEFORE ME, the undersigned authority, a Notary Public in and for the Statc of Texas, on
this day personally appeared CHADD MILOUD known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to Inc that the same was the act of
MILOUD AVIATION, LLC, and that he executed the same as the Manager of MILOUD
AVIATION, LLC, for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVjN UNDER MY HAND AND SEAL OF OFFICE this —� day
12024.
HEATHER MARIE GROGG
=�n Notary ID #124176907
My Commission Expires �� i�Y W
or May 8, 2027
Notary Public in and for the State of
Consent to Assigtunent of CSC No. 46347
by Delta Aeronautics, Inc
to: Miloud Aviation, LLC
Page 7 of 7
M&C Review Page 1 of 2
CITY COUN i , ►►' �i;
Create New From
REFERENCE "'M$C 24- 55FTW CONSENT TO ASSNMNT
DATE: 1/23/2024 NO.: 0062 LOG NAME: DELTA AERONAUTICS TO
MILOUD AVIATION
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of a Consent to Assignment of a Hangar and Ground Lease
Agreement for Lease Site 4N by Delta Aeronautics, Inc. to Miloud Aviation, LLC at Fort
Worth Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of a consent to assignment of a hangar
and ground lease agreement for Lease Site 4N by Delta Aeronautics, Inc. to Miloud Aviation, LLC at
Fort Worth Meacham International Airport.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that City Council
authorize execution of a consent to assignment for Lease Site 4N at Fort Worth Meacham
International Airport by Delta Aeronautics, Inc. to Miloud Aviation, LLC.
On January 6, 2015, the City (Lessor) and Delta Aeronautics, Inc. (Delta Aeronautics), a Texas
corporation (Lessee) entered into City Secretary Contract (CSC) 46347, a Hangar and Ground Lease
Agreement consisting of a 18,595 square foot hangar and 106,292 square feet of ground space,
known as Lease Site 4N at Fort Worth Meacham International Airport (Lease). On December 12,
2018, the Lessor and Lessee entered into CSC 46347-A1, the first lease amendment for the purpose
of reducing the size of ground space from 106,292 square feet to 104,762 square feet.
Currently, Lease Site 4N consists of a 18,595 square foot hangar and 104,762 square feet of ground
space. The initial term of the Lease commenced on January 1, 2015 and expires on December 31,
2045. In addition to the initial term, the Lease provides for one (1) option to renew for ten (10) years.
On December 5, 2023, staff received a request from Lessee to consent to an assignment of the Lease
to Miloud Aviation, LLC. Upon City Council approval, Miloud Aviation, LLC will assume the leasehold
interest and obligations associated with the Lease. The Lease prohibits any assignment of the lease
or causing any lien to be made on improvements constructed on the leased premises without City
Council approval. These types of transactions are routine for airport tenants and staff has no objection
to this request.
Under the current agreement, Delta Aeronautics remits to the City $45,949.20 annually, payable in
monthly installments of $3,829.10 for the hangar and $49,238.16, payable in monthly installments of
$4,103.18 for the ground. After the assignment, Miloud Aviation, LLC will remit the same amount and
be subject to the provisions contained within the original 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 agreement, 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.
http://apps.cfwnet.orglcouncil_packet/nic_review.asp?ID=31770&councildate= 112312024 1 /26/2024
M&C Review
Page 2 of 2
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295 Miloud Aviation.Ddf (CFW Internal)
Location MaD.Ddf (CFW Internal)
Dana Burghdoff (8018)
Roger Venables (5402)
Ricardo Barcelo (5403)
http://apps.cfwnet.org/council_packet/mc__review.asp?I D=31770&counci ldate= l /23/2024 1 /26/2024
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (this "Agreemen(") is made and entered into by and
between Delta Aeronautics, Inc., a Texas corporation ("Seller"), and Miloud Aviation, LLC, a Texas
limited liability company ("Purchaser') and shall be effective upon the approval to this assignment by
the Fort Worth City Council.
RECITALS:
A. Assignor and Assignee have entered into that Purchase and Sale Agreement, dated as of the date
hereof, by and between Assignor, as seller, and Assignee, as buyer (the "Purchase and Sale
Agreement"), whereby Assignor is assigning all of the assets of the business known as Delta
Qualiflight;
B. Assignor is a party to that certain Hangar and Ground Lease Agreement dated January 15, 2015,
whereby Assignor leases hangar space for the operation of its business fi-om the City of Fort
Worth (the "Lease"); and
C. Seller has agreed to assign to Purchaser those certain leases being more particularly described on
what is attached hereto as Exhibit "A" (collectively the "Leases").
NOW, THEREFORE, in consideration of the receipt of Ten Dollars (S 10.00), the assumption by
Purchaser hereinafter set forth and other good and valuable consideration including the purchase price of
the assets paid by Purchaser, the receipt and sufficiency of which arc hereby acknowledged, Seller and
Purchaser agree as follows:
Assignment and Assumption of Lease:
(a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's
right, title and interest as tenant in, to and under the Lease as of the date of this Agreement.
(b) Purchaser hereby assumes, and hereby covenants and agrees to fully and
faithfully perform, observe and comply with, all of the covenants, agreements, conditions and other terms
and provisions stated in the Lease which, under the terms of the Lease, arc to be performed, observed, and
complied with by the landlord from and after the date of this Agreement. Purchaser acknowledges that
Purchaser shall become solely responsible and liable as tenant under the Lease for obligations arising or
accruing from and after the date hereof:
(c) Purchaser shall indemnify, hold harmless and defend Seller from and against any
and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including
reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in
enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform,
observe or comply with the tenant's obligations under the Lease arising or accruing during the period
from and after the date hereof.
(d) For purposes of this Paragraph 1, the word "landlord" means the landlord, lessor
or other equivalent patty under the Lease, and the word "tenant" means the tenant, lessee or other
equivalent party under the Lease.
(e) Seller agrees to cooperate as reasonably necessary to obtain the consent to this
assignment from the City of Fort Worth and shall execute any documents required by the city to consent
ASSIGNMENT AND ASSUMPTION OF LEASE Page I
to this assignment.
2. Counternarts. This Agreement may be executed in two or more counterparts, and it shall
not be necessary that any one of the counterparts be executed by all of the parties hereto. Each fully or
partially executed counterpart shall be deemed an original, but all of such counterparts taken together
shall constitute one and the same instrument.
3. Successors and Assiens. This Agreement shall inure to the benefit of, and be binding
upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.
4. Governine Law. This Agreement shall be construed under and enforced in accordance
with the laws of the State of Texas.
EXECUTED on October 6, 2023, but effective upon the approval to this assignment by the Fort
Worth City Council.
[Signature Page to Follow]
ASSIGNMENT AND ASSUMPTION OF LEASE Page 2
SELLER:
DELTA AERONAUTICS, INC,
By: (� (111-✓
Virginia Miloud, President
PURCHASER:
MILOUD AVIATION, LLC
By: Wu -
Chad J ilod, Mai aging Member
ASSIGNMENT AND ASSUMPTION OF LEASE Page 3
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CITY SECRETAW aLL....o CONTRACT NO.
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
HANGAR AND GROUND LEASE AGREEMENT
LEASE SITE 4N
151 MEACHAM CIRCLE DRIVE
This HANGAR AND GROUND LEASE AGREEMENT ("Lease") is made and entered
into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation
organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and DELTA AERONAUTICS, INC. ("Lessee"), a Texas
corporation, acting by and through Khaled M. Miloud., its duly authorized President, each
individually referred to as a "party" and collectively referred to as the "parties."
AGREEMENT
In consideration of the mutual covenants, promises and obligations contained herein, the parties
agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 106,292 square feet of ground space ("Ground"), including a
18,595 square foot hangar ("Hangar") at Fort Worth Meacham International Airport
("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 4N, also known as
151 Meacham Circle Drive, ("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
January 1, 2015 ("Effective Date") and expire at 11:59 P.M. on December 31, 2045,
unless terminated earlier as provided herein.
2.2 Renewal Term.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have one (1) option to renew
this Lease for one (1) additional successive term of ten (10) years ("Renewal Term")
at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and
conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in
writing of its intent to exercise a respective option not 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 automatically and simultaneously forfeit its second option
Delta Aeronautics Hangar and Ground Lease
LEASE SrM 4N, Meacham
Page I of 24
OFFICIAL RECORD
CITY SECRETARY
FT. WQRTN, TX
to lease the Premises for a second Renewal Term, and Lessee shall no longer have any
rights or interest in the Premises following the expiration of the Initial Term.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this
action will create a month -to -month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates
provided by Lessor's Schedule of Rates and Charges or similarly published schedule in
effect at the time of the Holdover.
3. RENT.
3.1. Rates and 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, 2015, and
on October I" of any subsequent year during the Initial Term, to reflect any upward
change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as
announced by the United States Department of Labor or successor agency (i) for the
first increase, since the Effective Date of this Lease and (ii) for each subsequent
increase, since the effective date of the last increase; provided, however, that Lessee's
rental rates shall not exceed the then -current rates prescribed by Lessor's published
Schedule of Rates and Charges for the type or types of property similar to the type or
types of property that comprise the Premises.
3.1.1 Hangar Rate
Lessee shall commence the payment of rent for the Hangar on the Effective
Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the
Hangar, Thirty Five Thousand One Hundred Ninety One Dollars and Four
Cents ($35,191.04), at a rate of $1.8925 One Dollar and Eight Thousand Nine
Hundred Twenty -Five Ten -Thousandths Cents ($1.8925) per square foot,
payable in equal monthly installments of Two Thousand Nine Hundred Thirty
Two Dollars and Fifty Nine Cents ($2,932.59).
3.1.2 Ground Rate
Lessee shall commence the payment of rent for the Ground Space on the
Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual
rent for the Ground Space, Thirty Seven Thousand Two Hundred Two Dollars
and Twenty Cents ($37,202.20), at a rate of Thirty Five Cents ($0.35) per
square foot of land, payable in equal monthly installments of Three Thousand
One Hundred Dollars and Eighteen Cents ($3,922.97).
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 2 of 24
3.2. Five -Year Adiustments
In addition to the Annual Rent Adjustments, on October 1, 2020, and every fifth (5'1')
year thereafter for the remainder of the Initial Term (i.e. on October 1 st of 2025, 2030,
2035 and 2040), rent shall automatically be adjusted to equal the then -current rates
prescribed by the Schedule of Rates and Charges for the type or types of property at the
Airport similar to the type or types of property that comprise the Premises.
3.3. Ten -Year Adiustments. HanLyar Rate
Every tenth (10t') year for each Initial and Renewal term of the lease, the Hangar rate
shall automatically be adjusted to equal the then appraised Fair Market Value, as
prescribed by the Schedule of Rates and Charges for the type or types of property at the
Airport similar to the type or types of property that comprise the Premises.
3.3 Pavment 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 by close of business the tenth (1 Oth) day of
the month for which payment is due. Without limiting Lessor's termination rights as
provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per
month on the entire balance of any overdue rent that Lessee may accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
As additional security for this Lease, Lessee covenants and agrees that it shall construct
the improvements on the Premises owned by the City of Fort Worth. 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. Improvements 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 ` 134". 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 (if required), a complete set of Record Drawings and/or
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 3 of 24
As -Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Mandatory Improvements.
4.2 Diseretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations, improvements or
other- construction work on any tract of the Premises. Lessee may not initiate any
Discretionary Improvement on or to the Premises unless it first submits all plans,
specifications and estimates for the costs of same to Lessor in writing, and also requests
and receives in writing approval from Lessor's Director of Airport Systems or
authorized representative ("Director"). Lessee covenants and agrees that it shall fully
comply with all provisions of this Section 4 in the construction of any such
Discretionary Improvements. Lessor shall promptly review, consider and make a
decision on approval of such plans, specifications and estimates. Upon completion of
any such Discretionary Improvements or the termination of this Lease, Lessor shall take
full title to any Discretionary Improvements on the Premises.
4.2 Process for Aquroval of Plans.
Lessee's plans for construction of the Discretionary Improvements shall conform to
Spinks' architectural standards and must also be approved in writing by Lessor's
Planning and Development Department. All plans, specifications and work shall
conform to all federal, state and local laws, ordinances, rules and regulations in force at
the time that the plans are presented for review. Lessor covenants and agrees that
Lessor shall handle any and all such plans for construction and improvement in a
manner consistent with the provisions of Section 4.2 above.
4.3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative to
any Discretionary Improvement, including, at a minimum, a copy of the Certificate of
Occupancy, a complete set of Record Drawings and/or As -Built Drawings in Adobe
PDF and AutoCAD formats, and a Summary of the total cost/value of the Discretionary
Improvements.
4.4 Bonds Required of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a bond,
executed by a corporate surety in accordance with Texas Government Code, Chapter
2253, as amended, in the full amount of each construction contract or project. The
bonds shall guarantee (i) satisfactory compliance by Lessee with all applicable
requirements, terms and conditions of this Lease, including, but not limited to, the
satisfactory completion of the respective Improvements, and (ii) full payments to all
persons, firms, corporations or other entities with whom Lessee has a direct relationship
for the construction of such Improvements.
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 4 of24
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of
each construction contract or project. If Lessee makes a cash deposit, Lessee shall not
be entitled to any interest earned thereon. Certificates of deposit shall be from a
financial institution in the Dallas -Fort Worth Metropolitan Area which is insured by the
Federal Deposit Insurance 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.
4.5 Bonds Required of Lessee's Contractors.
Prior to the commencement of any Discretionary Improvement, each of Lessee's
contractors shall execute and deliver to Lessee surety performance and payment bonds
in accordance with the Texas Government Code, Chapter 2253, as amended, to cover
the costs of all work performed under such contractor's contract with Lessee. Lessee
shall provide Lessor with copies of such bonds prior to the commencement of such
Discretionary Improvement. The bonds shall guarantee (i) the faithful performance and
completion of all construction work in accordance with the final plans and
specifications as approved by Lessor, and (ii) full payment for all wages for labor and
services and of all bills for materials, supplies and equipment used in the performance
of the construction contract. Such bonds shall name both Lessor and Lessee as dual
obligees. If Lessee serves as its own contractor, Section 4.5 shall apply.
4.6 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 to the extent of
construction costs paid through that date upon (i) where Lessee serves as its own
contractor, verification that Lessee has completed construction work, or (ii) where
Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's
payment for such work, including bills paid affidavits and final waivers of liens. Any
unused amounts in the cash deposit account will be refunded to Lessee upon final
completion of the construction work.
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S. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes only and strictly
in accordance with the terms and conditions of this Lease. Lessee shall have the right to
sublease portions of the Premises to various third parties ("Sublessees") for aviation -related
purposes only under terms and conditions acceptable to and determined by Lessee, provided
that all such arrangements shall be in writing and approved in advance by Lessor. All written
agreements executed by Lessee to Sublessees for any portion of the Premises shall contain
terms and conditions that (i) do not conflict with Lessee's duties and obligations under this
Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the
Premises to aircraft storage or other aviation or aviation -related purposes acceptable to Lessor;
and (iv) treat users of the same or substantially similar facilities in a fair and non-discriminatory
manner. Lessee shall use a standard lease form for all Sublessees and shall submit a copy of
such standard lease form to the Director prior to Lessee's execution of its first lease and from
time to time thereafter following any material changes to such lease form. Lessee may make
non -material modifications to its standard lease to the extent that such are not contrary to
Lessor's Sponsor's Assurances without the prior written consent of Lessor.
6. REPORTS, AUDITS AND RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor
with a written annual report, in a form acceptable to the Director, that reflects Lessee's rental
rates for the immediately preceding calendar year. Lessor may request, and Lessee shall
promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates on
the Premises for the period requested by Lessor. These reports shall be delivered to Lessor's
Department of Aviation at the address provided in Section 15. In addition, Lessee shall keep
and maintain books and records pertaining to Lessee's operations at the Airport and other
obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location
within the City of Fort Worth. Upon Lessor's request and following reasonable advance notice,
Lessee will make such books and records available for review by Lessor during Lessee's normal
business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the Sponsor's
Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all
utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees
that all utilities, air conditioning and heating equipment and other electrically -operated
equipment which may be used on the Premises shall fully comply with Lessor's Mechanical,
Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be
amended.
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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 expected. Lessee covenants and agrees that it will
not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and
expense, will make all repairs or replacements necessary to prevent the deterioration in
condition or value of the Premises, including, but not limited to, the maintenance of and
repairs to all hangars and other structures, doors, windows and roofs, and all fixtures,
equipment, hangar modifications and surrounding pavement on the Premises. Lessee
shall be responsible for all damages caused by Lessee, its agents, servants, employees,
contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair all
such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other
personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee.
Lessor shall not be liable for any damage to such property or loss suffered by Lessee's
business or business operations, which may be caused by the bursting, overflowing or
leaking of sewer or steam pipes, from water from any source whatsoever, or from any
heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of
any other matter.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as amended
("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport
shall comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or
employees, to inspect the Premises. Except in the event of an emergency,
Lessor shall conduct such inspections during Lessee's ordinary business hours
and shall use its best efforts to provide Lessee at least two (2) hours' notice
prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and
to then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
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perform such maintenance or repairs on behalf of Lessee. In this event, Lessee
will reimburse Lessor for the cost of the maintenance or repairs, and such
reimbursement will be due on the date of Lessee's next monthly rent payment
following completion of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to
its governmental duties under federal, state or local laws, rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises
into compliance with the City of Fort Worth Fire Code and Building Code
provisions regarding fire safety, as such provisions exist or may hereafter be
amended. Lessee shall maintain in proper condition accessible fire
extinguishers of a number and type approved by the Fire Marshal or his or her
authorized agents for the particular hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon any
representation made by Lessor concerning the environmental condition of the Premises.
LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE
FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF
ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL
REGULATION OR STANDARD THAT IS CAUSED BY LESSEE, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install and
maintain signs on the exterior of the Premises related to Lessee's business operations. Such
signs, however, must be in keeping with the size, color, location and manner of display of other
signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically
good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
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10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the Airport against obstruction, including, but not limited to, the right to
prevent Lessee from erecting or permitting to be erected any building or other structure
which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a
hazard to aircraft or diminish the capability of existing or future avigational or
navigational aids used at the Airport.
10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of
the desires or view of Lessee, and without interference or hindrance by or on behalf of
Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate
Lessor to relocate Lessee as a result of any such Airport developments or
improvements.
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
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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.
10.5 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, its Officers, Employees and
Volunteers 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 in accordance with Exhibit "C", the "City of Fort Worth Aviation Insurance
Requirements" attached hereto and made part of this Lease for all purposes.
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In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its care,
custody or control.
11.1. Adiustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits on
existing coverages, are subject to change at Lessor's option and as necessary to cover
Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply
with such new requirements within thirty (30) days following notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor
with appropriate certificates of insurance signed by the respective insurance companies
as proof that it has obtained the types and amounts of insurance coverage required
herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to
the expiration of any insurance policy required hereunder, it shall provide Lessor with a
new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and
effect.
11.3. 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, to grant additional
insured status to the City, its Officers, Employees and Volunteers, and to provide that
no material changes in coverage, including, but not limited to, cancellation,
termination, non -renewal or amendment, shall be made without thirty (30) days' prior
written notice to Lessor. Lessor shall be responsible for notifying the City of any
change to its insurance coverage that amends or alters that coverage required by this
lease.
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.
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13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION
OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
DURING THE TERM OF THIS LEASE, LESSEE COVENANTSAND 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,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL 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 CA USED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS A GENTS, SERVANTS OR
EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLESSOR FOR ANY
AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT
OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE,
ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE
SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA
REGULATIONS. LESSEE SIIALL COMPLY WITHALL APPLICABLE REGULATIONS
OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAYALL FINES
IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR
ANYSUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO
PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM OBTAINING ACCESS
TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
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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 Pav Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall
deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor
shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor
shall deliver written notice to Lessee specifying the nature of such breach or default.
Lessee shall have thirty (30) calendar days following such written notice to cure, adjust
or correct the problem to the standard existing prior to the breach. If Lessee fails to
cure the breach or default within such time period, Lessor shall have the right to
terminate this Lease immediately.
14.3. Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination of
this Lease by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination. Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for
any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease,
Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder
of the term then in effect as well as all arrearages of rentals, fees and charges payable
hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be
construed as an election by Lessor to forfeit any of its rights under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges granted
to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty
(20) days following the effective date of termination or expiration, Lessee shall remove
from the Premises all trade fixtures, tools, machinery, equipment, materials and
supplies placed on the Premises by Lessee pursuant to this Lease. After such time,
Lessor shall have the right to take full possession of the Premises, by force if necessary,
and to remove any and all parties and property remaining on any part of the Premises.
Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants,
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employees or representatives, which may stem from Lessor's termination of this Lease
or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of
any rights granted hereunder.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered when (i) hand -delivered to the other party, its agents, employees, servants
or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as
follows:
To LESSOR: To LESSEE:
City of Fort Worth
Delta Aeronautics, Inc.
Aviation Department
ATTN: Khalid M. Maloud
4201 N Main St, Suite 200
151 Meacham Circle Drive
Fort Worth TX 76106
Fort Worth, Texas 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
Lessee shall have the right to sublease portions of the Premises as provided by and in
accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell,
convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of Aunroved Assienments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and agreements
set forth in this Lease shall apply to the assignee or sublessee, and such assignee or
sublessee shall be bound by the terms and conditions of this Lease the same as if it had
originally executed this Lease. The failure or refusal of Lessor to approve a requested
assignment or sublease shall not relieve Lessee of its obligations hereunder, including
payment of rentals, fees and charges.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the property
of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense,
shall liquidate and discharge the same within thirty (30) days of such creation or filing.
Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and
Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's
financial obligation to Lessor to liquidate and discharge such lien shall continue in effect
following termination of this Lease and until such a time as the lien is discharged.
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18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully
be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements
or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the
Premises and Lessee immediately shall remove from the Premises any person engaging in such
unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate
breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, as such laws, ordinances, rules and regulations exist or may hereafter
be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees,
contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules
or regulations, Lessee and its officers, agents, employees, contractors, subcontractors, licensees
or invitees shall immediately desist from and correct the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation,
transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair and
equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non -Discrimination in Federally Assisted Programs, of the Department of
Transportation and with any amendments to these regulations which may hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its
personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor
and hold Lessor harmless.
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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.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as
set forth in this Lease, but shall not be held liable for any delay in or omission of performance
due to force majeure or other causes beyond their reasonable control, including, but not limited
to, compliance with any government law, ordinance or regulation, acts of God, acts of
omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems or any other cause beyond the reasonable control of Lessor or Lessee.
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28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be deemed a
part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of
Lessor,
IN,WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on
this the J, _ day of jq ►1 VI.A, ► t] , 2015
r
CITY OF FORT WORTH:
By.`
Fernando Costa
Assistant City Manager
pate:---J�.L:�
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.
(1
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2014.
ry Public in and for the State of Texas
EVONIA DANIELS
4
Notary PubliC, State of Texas
My Commission Explres
July 10, 2017
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 17 of 24
APPROVED AS TO FORM
AND LEGALITY: _
By: a�t�
Charlene Sanders
Assistant City Attorney
M&C:
Date:i"'Oqp/ Ad 7r
LESSEE:
DELTA AERONAUTICS, INC.
BYIAi
-N-
4--Z�
41` -I-At If. Atli-e d
Date:
/61�-- 08 - acetyl
STATE OF '--r"O §
COUNTY OF §
ATTEST:
Ar by
Ronald P. Gonzales, Asst.,City
ATTEST:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Khalid M. Maloud, 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 Delta Aeronautics,
Inc. and that he executed the same as the act of Delta Aeronautics, Inc. for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN ER MY HAND AND SEAL OF OFFICE this R W day
2014.
15--
JAMES 811RRIS
My Commission Expires
November 5, 2018
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 18 of24
oaa����
Notivpublic in and for the State of Texas
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
REAL PROPERTY DESCRIPTION FOR
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 4N
A parcel of land situated in Block 1, Meacham Airport as recorded in Cabinet A, Slides 2445- 2447,
Plat Records of Tarrant County, Texas, and being more particularly described by metes and bounds as
follows:
Beginning at a cotton spindle found in asphalt at the most westerly comer of herein described
parcel and being a common comer of Lease SN having surface coordinates of 6983170.94
E 2320441.85;
Thence: North 47 degrees 54 minutes 49 seconds East, generally along a chain link fence line,
91.10 feet to a 5/8" iron rod found with ared plastic cap stamped "CITY OF FT. WORTH SURVEY
DIVISION' at an ell comer;
Thence: North 42 degrees 02 minutes 56 seconds West, 74.57 feet to a 5/8" iron rod found with a red
plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION" at an ell comer;
Thence: North 47 degrees 54 minutes 49 seconds East, partially along a chain link fence line
195.33 feet to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY
DIVISION' at an angle point;
Thence: North 73 degrees 46 minutes 34 seconds East, 32.96 feet to a 5/8" iron rod found with a red
plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION' at an angle point from which a
5/8" iron rod found with ared plastic cap stamped "CITY OF FT. WORTH SURVEY DMSION"
bears South 86 degrees 59 minutes 35 seconds East, 140.82 feet;
Thence: South 41 degrees 32 minutes 24 seconds East, 269.64 feet to an ell comer;
Thence: North 49 degrees 39 minutes 05 seconds East, 5.00 feet to an ell comer from which a metal
fence post bears North 49 degrees 39 minutes 05 seconds East, 7.77 feet;
Thence: South 41 degrees 32 minutes 24 seconds East, 30.86 feet to an ell comer; Thence:
South 49 degrees 39 minutes 05 seconds West, 5.00 feet to an ell comer;
Thence: South 41 degrees 32 minutes 24 seconds East, I03.94 feet to a 1 /2" iron rod found at the
most easterly comer of herein described parcel from which a 1/2" iron rod found bears North 48
degrees 16 minutes 22 seconds East, 111.02 feet;
Delta Aeronautics Hangar and Ground lease
Lease Site 4N Meacham
Page 19 of 24
Thence: South 48 degrees 17 minutes 17 seconds West at 200.11 feet passing a PKNAIL found
continuing in all, 314.69 feet to a cotton spindle set in asphalt at the most southerly comer of
herein described parcel lying on the common line of said Lease 5N from which a cotton
spindle shank found (no head) bears South 41 degrees 41 minutes 08 seconds East, 28.30 feet
being the most southeasterly comer of said Lease 5N;
Thence: with said common line, North 41 degrees 41 minutes 08 seconds West, 342.91 feet to
the Place ofBeginning containing 2.867 acres.
Surveyed on the ground on April 28, 2014.
Basis of bearings: SMARTnet Texas R.T.K. Network System, N.A.D. 83,North Central Texas
Zone.
Note: In accordance with the Texas Board of Professional Land Surveying, General Rules of
Procedures and Practices, 663.19(9), this 'report" consists of the hereon real property
description, and a Map of Survey being attached herewith.
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 20 of 24
NOTE In wd.ma •An e. T— s—d N Pro ".d Laid 5� q.
N 73'46'34" E C= au1.. V P—d— ..d P—U— e13..f(q), ThI. -P-*
'y 32.9W e.�i mod, e� ,•1On.rn.un. Nrown n--N ood -w vmwm dme.rouon
BLOCK 1 S B6'S9'35" E 140,82'
�, L — � _ CNNN�M
�y MEACIiAM AIRPORT
CABINET A, SLIDES 2445-2447 ♦ DENOTES A 5/8"IRF WTTX A REO PLASTIC CAP
MFACHAM AIRPORT : P•R.,T.C..T. • ' • " S sIr. STAMPED CITY OF FT. wom SURVEY OMSION"
� 1 .
b.
LONG AVE.
• i. J. WALALE SURVEY ✓f�
VICINITY MAP N.T.S.ul
_ .. ` .. � ` . • � � .ti`�.�:.( `�'� A -Ike
ti . , . ..... • .... ?o. Jam? y4 i
P.O.B. y \
\ LEASE 4N °
\COTTON SPINDLE 4 y . ' SEE INSERT
FOUND y9 METAL H N 6983170.94 ,t"'7" p —/J\ ANGAR
\E 2320441.85 �.y 9,' LEASE PRLMO LINE `r °y /• 1/2"IRF
J �r r F
..>nw.r ..•. \•..•.. •s
LEASE 4N
N 49.39'a5' E " AREA: 2.867 ACRES
5.00• „ • :.""".\ 1/2"IRF
••y••.\ . 1/2'IRF
S 4132'24" E • • RPLS# Ss"
N 49'37'10' E
�nw pod ti,, �� ' " " _ 140 PRE. VIOLS MAP OF SURVEY
cent. Pod mil. 'Pl• + 5/8'1RF / LEASE LINE yb� SHOWING
S 49'39bS W �� 'CITY OF FT. WORM .
5.00, J. WAIIURVEY SECT AGE SUtVEY Al SION" s' , MEACHAM LEASE SITE 4N
SITUATED IN BLOCK 1. MEACHAM AIRPORT,
ACCORDING TO PLAT RECORDED IN
INSERT N.T.S. s CABINET A, SLIDES 2445-2447,
LEASE 3—N PLAT RECORDS OF TARRANT COUNTY, TEXAS.
r PKNAIL Mop PmwmV by Steve R Cisnems GSl. pl(1015-2.T65)
0
LEASEO. 82rJ1_N Ng FOUND
FIL9-2 13 flRT�flRT
BASIS OF BEARINGS: SMARTnet TEXAS R.T,K. NETWORK SYSTEM. Q S 41'41'08" E
NAD. 83, NORTH CENTRAL TEXAS ZONE "'
DISTANCES ARE GROUND MEASUREMENTS, N SPINDLE SET 28.30
":CS1 4601'5B" W COTTON SPINDLE Transportation & Public !Yaks Dept
40 0 40 8D 120 Dv SHANK FOUND (NO HEAD) SwTeyinz Services
5/8"IRF 4-30-2014 T" . 40'
- CRYSTAL D. HARRIS D;'-SURVCON• DATE SCALE
GRAPHIC SCALE IN FEET su % A $' c7 NOTE: PREVIOUS LEASE 4N—R MAP DRAWN BY SRC FILE NO. 662114002
yaQ. t CROONdlV i( 12014. FILE NO. 46737003 DATE: 1D—TO-2007 n+N hn .ru,.hmoo Tro.a..(a. s�x+m rnm-»a
FILE
S
EXHIBIT `B"
MANDATORY IMPROVEMENTS
LEASE SITE 4N
All mandatory improvements for Lease Site 4N as detailed below, must be completed in accordance
with Section 4 of the Lease.
1. Construction shall commence within six (6) months following the execution of the Lease.
Improvements shall be completed no later than eighteen (18) months after construction
commences.
a. Replace weather stripping around hangar doors.
b. Replace Entrance driveway and vehicle parking lot\pavement. This must be
coordinated with the Administration Building Project design.
c. Paint Exterior of Hangar (Colors must be approved by Department of Aviation)
d. Rehabilitate or replace apron pavement.
e. Pave apron on west side of the hangar. (Pavement design must be approved by
the Department of Aviation.
f. Repair damaged hangar exterior.
g. Install concrete pads for A/C units.
h. Repair holes in hangar exterior in numerous places.
i. Replace external ramp lights with LED energy efficient lights.
In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or
conditions of these Mandatory Improvements 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 the 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.
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 22 of24
EXHIBIT 66B-1"
PROJECT SCHEDULE
MANDATORY IMPROVEMENTS
LEASE SITE 4N
ACTIVITY I START I FINISH
Site Survey
Metes & Bounds
Airport/City Design Review
Preliminary
Final
Acquire Building Permits
FAA
Airspace Study - 7460
Construction
Pre -Construction Meeting w/Airport
Staking
Utilities Coordination/Clearance
Site Grading, Contour, Excavation, etc.
Hangar Foundation
Apron Paving
Parking Lot/Parking Spaces
Pedestrian Walkway(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.
Delta Aeronautics Hangar and Ground Lease
Lease Site 4N Meacham
Page 23 of24
Fox rH
ANu r[ON
EXHIBIT C - MINIMUM INSURANCE
REQUIREMENTS
Property
Commercial
Hangarkeepers
Environmental
Aircraft and Passenger
Automobile Liability (To
Category
Insurance
Liability' '
Impairment
Liability
Include Hired & Non -owned
6
Liability
Liability
Vehiclees)
Fixed Base Operators (FBO's)
Yes
$5,000,000
$5,000,000 $1,000,000
$
1,000,000
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance
*s
I $1,000,000
$1,000,000
$
1,000,000
Operator -Piston
Maintenance Operator and
(Aircraft
Avionics or Instrument Maintenance
's
I $5,000,000
$1,000,000
$
1,000,000
Operator -Turbine
(Avionics or Instrument Maintenance
I
,s
I $1,000,000
I
I
$
1,000,000
Operator (Bench work Only)
IAircraft or Flight Training I
$1,000,000 Z
+
$$100
$
1,000,000
OperatoRental
.5
1
I 000/passengers
Aircraft Charter or Aircraft
I
'5
I
$1,000,000 I
I
I $5,000,000/occurrence
$
1,000,000
Management I
s
I
I $500,000/p2ssenger
I
s
I $1,000,000/occurrence
Aircraft Sales Operator
(
$1,000,000
$
1,000,000
s
$100,000/passenger
$
I $1,000,000 I
$1,000,000
Aircraft Storage Operator
(
's
3
3
$5,000,000
$5,000,000
I
$
1,000,000
Aviation Service Sole Proprietor (
I
s
$1,000,000 z
I
$1 00000/passenger 4
I $
250,000
IOtherCommercial Aeronautical I
$1,000,000
I
$300,000/occurrence
$
1,000,000
Activities
Temporary Specialized Aviation I
I $1,000,000
I
$300,000/occurrence
$
1,000,000
Service Operator
Non -Commercial Hangar Lessee
s
I
I
I
$300,000/occurrence
$
1,000,000
(Non -Commercial Flying Club
s
I
$1,000,000/occurrence
I $
1,000,000
$100,000/passenger
(Non-Cee(Jet ialSuelandFoeling I
6
I $ 1,000,000
$1,000,000
$300,000/occurrence
I $
1,000,000
PermitNon-Commercial
Self -Fueling
Permitee 1
'5
$500,000
$300,000/occurrence
$
250,000
(Alternative Fuels e.q. mogas)
T-Hangar or Community Hangar '
s
I
I
I
$300,000/occurrence
I $
250,000
Other I *Insurance requirements subject to determination by Aviation Department and Risk Management
Additional Insurance Requirements
-Lessee's policies are to be primary to any other valid and collectible insurance available to the City
-All policies shall include a Waiver of Subrogation in favor of the City (Temporary SASO must also include Airport Lessee)
-The City of Fort Worth shall be named as Additional Insured (Temporary SASO must also include Airport Lessee)
-Policies shall have no exclusions by endorsement, which , neither nullify or amend the required lines of coverage, nor decrease the limits of said coverage
Coverage per aircraft should be equivalent to the average aircraft value at one time and coverage per occurrence should be equivalent to the average of the
maximum value of total aircraft at one time, but not less than the amount noted above
2 Must include Negligent Instruction Coverage
3 If aircraft storage operator is providing subleasing space for aircraft storage
4 Only required for those providing flight instruction
5 Depends on terms of the lease agreement
6 If vehicle parked landside - State minimums would apply
(Aviation Minimum Standards, City of Fort Worth Aviation Department (06/03/2014)
M&C Review Page] of 2
Official site or the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORTIVOR111
COUNCIL ACTION: Approved on 1/6/2015
DATE: 1/6/2015 REFERENCE NO.: **C-27142
CODE: C TYPE: CONSENT
LOG NAME: 55FTW DELTA
AERO 4N
PUBLIC HEARING: NO
SUBJECT: Authorize Termination of a Hangar Lease Agreement, as Amended, with Delta
Aeronautics, Inc., and Authorize Execution of a Hangar and Ground Lease Agreement with
Delta Aeronautics, Inc., for Lease Site 4N at Fort Worth Meacham International Airport
(COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the termination of a Hangar Lease Agreement, as amended, with Delta Aeronautics,
Inc.; and
2. Authorize the execution of a Hangar and Ground Lease Agreement with Delta Aeronautics, Inc.,
for Lease Site 4N at Fort Worth Meacham International Airport.
DISCUSSION:
Delta Aeronautics, Inc. (Delta), currently leases Lease Site 4N at Fort Worth Meacham International
Airport (Meacham), City Secretary Contract (CSC) No. 20280, as amended and assigned. Delta has
requested that the existing lease be terminated and a new lease be executed for Lease Site
4N. Lease Site 4N comprises approximately 106,292 square feet of ground space and contains an
18,595 square foot hangar. The term of the lease will commence on January 1, 2015 and will
continue through December 31, 2045. Staff is in favor of this request and believes this partnership
would continue to be a benefit to both Meacham and Delta.
As a part of the Agreement, Delta will be required to complete a number of mandatory improvements
to the facility. These improvements will include, but not be limited to, pavement rehabilitation or
replacement, replacement of external ramp lights with LED energy efficient lights and repair of
damaged areas of the hangar as well as painting of the exterior of the hangar. These mandatory
improvements will commence within six months of the execution of the Agreement and be completed
no later than eighteen months after construction begins.
The total revenue received from this lease will be approximately $72,393.24 annually or $6,032.77
per month. These revenues are based on a hangar rate of $1.8925 per square foot and a ground
rental rate of $0.35 per square foot, in accordance with the Aviation Department's Schedule of Rates
and Charges. Rental rates shall be subject to an increase on October 1st 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, however, will the adjusted rate exceed that which is in the Schedule of Rates and
Charges in effect at that time. Five year rate adjustments will apply starting on October 1, 2020 and
every fifth year thereafter. The hangar rate will be adjusted every ten years during the lease term
based on an appraisal of the facility.
The property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Aviation Department is responsible for
1 /9/2015
M&C Review
Page 2 of 2
the collection and deposit of funds due to the City. Upon receipt, these funds will be deposited into
the Municipal Airports Fund, Hangar Revenue Account, which has total estimated revenue in Fiscal
Year 2015 of $941,505.00 and year to date receipts of $145,507.00 and Land Revenue Account,
which has total estimated revenue in Fiscal Year 2015 of $1,106,479.00 and year to date receipts of
$220,624.00,
TO Fund/AccountlCenters
PE40 491052 0551101 $37.202.20
PE40 491312 0551101 $35.191.04
Submitted for Citv Manager's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
4N MC.pdf
4N New Survev.ndf
FROM Fund/Account/Centers
Fernando Costa (6122)
Bill Welstead (5402)
James Burris (5403)
l /9/2015
CITY SECRETARY
coNTRACT NO. 46 3 47 _A I
AMENDMENT NO. 1 OF FORT WORTH
CITY SECRETARY CONTRACT NO. 46347
This AMENDMENT NO. 1 ("Amendment") is made and entered into by and between the CITY
OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State
of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and DELTA
AERONAUTICS, INC. ("Lessee"), a Texas corporation, acting by and through Khaled M. Miloud,
its duly authorized President.
RECITALS
WHEREAS, On January 1, 2015, the City and Delta Aeronautics, Inc. entered into City Secretary
Contract ("CSC") No. 46347 ("Lease"), a Hangar and Ground Lease Agreement for the lease and use of
real property known as 4N and any improvements and facilities thereon ("Leased Premises") at Fort
Worth Meacham International Airport ("Airport").
WHEREAS, the Leased Premises included 106,292 square feet of Ground Space, including an
18,595 square foot hangar; and
WHEREAS, on May 1, 2018, through Mayor and Council Communication (M&C C-28674),
City Council approved the acceptance of a Texas Department of Transportation Aviation Division grant
for the design and construction of the Midfield Redevelopment Project at Fort Worth Meacham
International Airport. The redevelopment of the midfield area will create new taxiways that will
stimulate hangar development opportunities and provide increased economic viability for the Airport
through lease revenue and fuel flowage fees; and
WHEREAS, in order to facilitate the required clearance to construct the new Taxiway G, it is
necessary to reduce the southwest boundary of the Leased Premises in the Lease by approximately 6,615
square feet; and
WHEREAS, in recognition of the reduction in Ground Space on the Lease, the City has agreed
to offer Delta approximately 5,085 square feet of Ground Space that is adjacent to the northwest
boundary of the current Leased Premises; and
WHEREAS, Lessor and Lessee wish to amend the lease to reflect the change in the Leased
Premises originally identified in CSC No. 46347, to reflect a decrease in the square footage of Ground
Space from 106,292 to approximately 104,762, for a total reduction of approximately 1,530 square feet;
and
WHEREAS, Lessor and Lessee also wish to replace Exhibit A from the Lease with a new
Exhibit A that reflects the new boundaries of Leased Premises.
Fort Worth Meacham International rt
Delta LLC Airport
Aeronautics,
Amendment No. 1 to CSC No. 46347
Page 1 of
F�
C,�C1i
s�G°r'ry
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Lessor and Lessee hereby agree as follows:
1.
The Lease is hereby amended by deleting Section 1, "PROPERTY LEASED," of the Lease in
its entirety and replacing it with the following:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 104,762 square feet of Ground Space
("Ground"), including a 18,595 square foot hangar ("Hangar") at Fort Worth
Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas,
identified as Lease Site 4N, also known as 151 Meacham Circle Drive,
("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of
this Lease for all purposes.
The Lease is hereby amended by deleting Section 3.1.2, "Ground Rate," of the Lease in its entirety
and replacing it with the following:
3.1.2 Ground Rate
Lessee shall commence the payment of rent for the Ground Space on the Effective
Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the
Ground Space, Thirty Nine Thousand Two Hundred Sixty -Four Dollars and
80/100 ($39,264.80), based on the rental rate of $0.3748 per square foot, payable
in equal monthly installments of Three Thousand Two Hundred Seventy Two
Dollars and 07/100 ($3,272.07).
3.
The Lease is hereby amended by deleting Exhibit A of the Lease in its entirety and replacing it
with Exhibit A of this Amendment.
4.
Except as expressly modified in this Amendment, all other terms and conditions of the Lease
shall remain in full force and effect.
5.
The statements set forth in the recitals above are true and correct and form the basis upon which Lessor and
Lessee have entered into this Amendment. The Lease is a public document on file in Lessor's City
Fort Worth Meacham International Airport
Delta Aeronautics, Inc.
Amendment No. 1 to CSC No. 46347
Page 2 of 6
Secretary's Office and is incorporated herein by reference for all purposes.
1
All other provisions and conditions of the Lease that are not expressly amended herein or directly in
conflict with the provisions and conditions of this Amendment shall remain in full force and effect.
[Signature Page Follows]
Fort Worth Meacham Intemational Airport
Delta Aeronautics, Inc.
Amendment No. 1 to CSC No. 46347
Page 3 of 6
IN WITNESS W-1—WREOF, the parties hereto have executed this Amendment in multiples on this
the 31,t day of Dcccmker , 2018.
CITY OF FORT WORTH:
By:—_��
Fernando osta
Assistant City Manager
Date: -(0//8
STATE OF TEXAS §
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Fernando Costa, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and
that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER :TDER MY HAND AND SEAL OF OFFICE this 7:�)>/ day
Lit) oWN� ,2018.
d •JPL,LMA M./f�,�IT7G\ IRRLf�p
My M IN R 1204471V
APPROVED AS TO, FORM
AND LEALITY G: ag_
By:
Thomas Royce Hansen,
Assistant City Attorney
M&C: C-28930
Approval Date: November- 13, 2018
Form 1295: 2018-416968
Fort Worth Meacham Intemational Airport
Delta Aeronautics, Inc.
Amendment No. I to CSC No. 46347
Page 4 of 6
Note u lic in and for the State of Texas
ATTEST:
Lo
J.
---.-�� FAR Teo
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contractJen2ding ensuring all performance and reporting requirements.
Leasin oordinator
/, wze 'SAE
Prinf Name
LESSEE:
DELTA AERONAUTICS, INC.
By•
Miloud, President
Date:_.1—/�! f>$
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 Khaled M. Miloud, 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 DELTA AERONAUTICS,
INC. and that s/he executed the same as the act of DELTA AERONAUTICS, INC. for the purposes and
consideration therein expressed and in the capacity therein stated.
G UNDQR MY LLAND AND SEAL OF OFFICE this day
2018.
ANNE MARIE STOWE
S Notary Pubic, State of Texas Notary Public in and for the State of Texas
s'A% Comm Expires 05-01-2022
Notary ID 459765
Fort Worth Meacham International Airport
Delta Aeronautics, Inc.
Amendment No. l to CSC No. 46347
Page 5 of 6
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/13/2018
DATE: Tuesday, November 13, 2018 REFERENCE NO.: ""C-28930
LOG NAME: 55FTW AMENDN01 DELTAAERONAUTICS4N
SUBJECT:
Authorize Execution of Amendment No. 1 to City Secretary Contract No. 46347, a Hangar and Ground
Lease Agreement with Delta Aeronautics, Inc., at Fort Worth Meacham International Airport (COUNCIL
DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of Amendment No. 1 to City Secretary
Contract No. 46347, a Hangar and Ground Lease Agreement with Delta Aeronautics, Inc., at Fort Worth
Meacham International Airport.
DISCUSSION:
On May 1, 2018, through Mayor and Council Communication (MSC C-28674), City Council approved the
acceptance of a Texas Department of Transportation Aviation Division grant for the design and
construction of the Midfield Redevelopment Project at Fort Worth Meacham International Airport (Airport).
This project will remove the failed infrastructure encompassed in the closed Runway 9/27 corridor so as to
redevelop the area in accordance with the Airport's Master Plan and Airport Layout Plan. The
redevelopment of the midfield area will create new taxiways that will stimulate hangar development
opportunities and provide increased economic viability for the Airport through lease revenue and fuel
flowage fees.
Delta Aeronautics, Inc., (Delta) currently holds the existing 4N Lease (CSC No. 46347). In order to
facilitate the required clearance to construct the new Taxiway G, it is necessary to reduce the southwest
boundary of the current ground lease space by approximately 6,615 square feet. In recognition of the
reduction in ground space the City has agreed to offer Delta approximately 5,085 square feet of ground
space on the northwest boundary of the current ground lease space.
As a result, a new survey was completed on October 17, 2018, for Lease Site 4N, amending the current
ground space from approximately 106,292 square feet to approximately 104,762 square feet. Under the
terms of this amendment, Delta will pay annual rent for the "Ground" the sum of $39,264.80, at the current
Lease rate of $0.3748 per square foot, payable in equal monthly installments of $3,272.07.
All other terms and conditions of the Lease shall remain in full force and effect.
The property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit
of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund,
Logname: 55FTW AMENDNOI DELTAAERONAUTICS4N Page I of 2
Ground Lease Revenue Account, which has total budgeted revenue in Fiscal Year 2019 of $2,032,490.00.
FUND IDENTIFIERS (FIDs):
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CERTIFICATIONS:
Submitted for Citv Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
1. Form 1295 Delta Aeronautics.pdf (Public)
2. Mad Delta Aeronautics 4N.pdf (Public)
Fernando Costa (6122)
Bill Welstead (5402)
Jeff Kloska (5406)
Anne -Marie Stowe (5415)
I,ogname: 55FTW A 4ENDNOI DELTAAERONAUIICS4N Page 2 of 2
FORTWORTH
Routing and Transmittal Slip
AVIATION
Department
DOCUMENT TITLE: FTW — Consent to Assignment —Delta Aeronautics_Miloud Aviation_4N
M&C CPN
DATE: 02.06.2024
TO:
1. Barbara Goodwin - Aviation
2. Roger Venables - Aviation
3. Jeremy Anato-Mensah - Legal
4. Valerie Washington - CMO
5. Jannette Goodall - CSO
0
CSO # DOC#
INITIALS DATE OUT
BJG 02/06/2024
JAM 02/06/2024
DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City
Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next steps.
NEEDS TO BE NOTARIZED: ZYes ❑ No
RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No
ROUTING TO CSO: 9 Yes ❑ No
Action Reauired:
❑ As Requested ❑ Attach Signature, Initial and Notary Tabs
❑ For Your Information
X Sianature/Routing and/or Recording
❑ Comment
❑ File
Return to: Barbara Goodwin at Barbara.Goodwin@fortworthtexas.gov. Thank you.