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HomeMy WebLinkAboutContract 48575 CITY SECRETARY 1, yq CONTRACT NO. FORT WORTH ALLIANCE AIRPORT GROUND LEASE AGREEMENT LEASE SITES HANGAR 3 AND HANGAR 4 ALLIANCE AIR SERVICES 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 FBO PARTNERS, LTD., a Texas limited partnership ("Lessee"), acting by and through Thomas J.Harris,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 238,186.08 square feet of ground space ("Ground") at Fort Worth Alliance Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Sites Hangar 3 and Hangar 4, (collectively, the "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. Term. 1 The term of the Lease ("Term") shall commence on 2017 ("Effective Date"), and expire on the date that is forty (40) years following the Effective Date,unless terminated earlier as provided herein. 2.2 Holdover. If Lessee holds over after the expiration of the Term,this action will create a month- to-month tenancy. In this event,for and during the holdover period,Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 3. RENT. 3.1. Ground Rate. Rent will not accrue or be due, and Lessee will have no obligation to pay rent, until the first day of the first month following the date that is fifteen (15) years after the Effective Date(the"Rent Commencement Date"),in recognition and consideration of the donation by Lessee of approximately 238,186.08 square feet of the Ground, FBO Partners,Ltd.—Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport which is currently valued at approximately $1,429,116.48. Lessee shall commence the payment of rent for the Ground beginning on the Rent Commencement Date. From and after the Rent Commencement Date and for the remainder of the Tenn, Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground, the amount of ground rent as set forth in the airport's Schedule of Rates and Charges in effect as of the Rent Commencement Date ("FY2032 Schedule of Rates and Charges"). Such rent shall be payable in equal monthly installments pursuant to Section 3.3 below and shall be subject to adjustment pursuant to Section 3.2 below. 3.2. Rate Adjustments. 3.2.1. Consumer Price Index Adjustments. The rental rates to be paid under this Lease will begin on the Rent Commencement Date, as referenced in Section 3.1 and will be based on Lessor's FY2032 Schedule of Rates and Charges. On October 1St of any year following 2032 during the Term, the Ground rental rate shall be adjusted 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 Rent Commencement 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 ground rental rates prescribed by Lessor's published Schedule of Rates and Charges. 3.2.2. Five-Year Adjustments, Ground Rate. In addition to the Annual Rent Adjustments that will begin on October 1, 2033, as set forth in Section 3.2.1 above, on October 1,2037, and on October 1 of every fifth (5th) year thereafter for the remainder of the Term of the Lease, the Ground rental rate shall automatically be adjusted to equal the then-current ground rental rate prescribed by the Schedule of Rates and Charges in effect as of such five-year anniversary. 3.3. Payment Dates and Late Fees. Beginning on the Rent Commencement Date, 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 (10th) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 2 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Mandatory Improvements. As additional security for this Lease, Lessee covenants and agrees that it shall construct the Mandatory Improvements (defined below) on the Premises owned by the City of Fort Worth. The improvements approved and described on Exhibit "B" shall be referred to as "Mandatory Improvements". 4.1.1. Lessee shall commence construction within six (6) months following the execution of this Lease, subject to force majeure, of (i) an approximately 40,000 square foot hangar facility ("Hangar 0"), which will include approximately 32,150 square feet of hangar space, 6,650 square feet of office space, 1,200 square feet of shop space and associated parking, and (ii) an approximately 32,150 square foot hangar ("Hanger #4"), which will include approximately 32,150 square feet of hangar space only. Construction of Hangar 43 and Hangar #4 shall be completed and Certificates of Occupancy issued therefor no later than eighteen (18) months after construction commences, subject to force majeure. 4.1.2. Lessee shall complete the Mandatory Improvements according to the Project Schedule ("Schedule"), as identified in Exhibit"B", subject to force majeure. 4.1.3. At the completion of construction, Lessee shall provide to Lessor: a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As-Built Drawings in Adobe PDF and AutoCAD formats, and invoices or similar proof of expenditures indicating that Lessee's expenditures on each of Hanger#3 and Hangar #4 was a minimum of$2,000,000.00 per hangar. 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 have the right to terminate Lessee's rights to the Premises in its entirety. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of this Lease in any way, an Amendment to this Lease shall be signed and dated by both Lessor and Lessee and shall be attached to and made a part of this Lease and shall supersede the previous terms, provisions, and specifications as specifically identified. Upon issuance of the Certificate of Occupancy for the Mandatory Improvements, Lessor shall take full title to and ownership of the Mandatory Improvements on the Premises (provided, however, that any Leasehold Mortgagee shall retain its leasehold mortgage claim on Lessee's leasehold interest in and to the Premises, including, without limitation, the Mandatory Improvements and any other Improvements), subject to Lessee's leasehold interest pursuant to this Lease. 3 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 parry is diligently and continuously pursuing in good faith a remedy to the delay during such time. 4.2. Discretionary Improvements. Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on or to the Premises (which improvements are in addition to, and do not include, the Mandatory Improvements) (collectively, "Improvements") so long as it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from 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 completion of construction of such Improvements or earlier termination of this Lease, provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby. 4.3. Process for Approval of Plans. Lessee's plans for Improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Planning and Development and Transportation and Public Works. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. 4.4. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Improvement, including, at a minimum, as-built drawings of each project. As-built drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.5. Bonds Required of Lessee. Prior to the commencement of any Mandatory Improvement or Improvement, Lessee shall deliver to Lessor a financial guarantee in the form of one of the following: (1) 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 4 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; (2) 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; or (3) A performance guaranty to guaranty the full performance of Lessee's obligations hereunder to construct and complete the Mandatory Improvements. The guarantor shall (i) execute a performance guaranty agreement for the completion of the Mandatory Improvements and (ii) have and maintain a financial net worth sufficient to complete the Mandatory Improvements, evidenced by financial information delivered to Lessor in a form satisfactory to Lessor as determined by Lessor in Lessor's sole discretion. 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, without the consent of Lessor, to sublease and execute other agreements affecting portions of the Premises, including individual hangars, to sublessees, licensees, concessionaires and various other third parties (collectively, "Sublessees") for aviation- related purposes only under terms and conditions acceptable to and determined by Lessee. All written agreements executed by Lessee to Sublessees (collectively, "Subleases") 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) restrict the use of the Premises to aircraft storage or other aviation or aviation-related purposes, and(iii)treat users of the same or substantially similar facilities in a fair and non-discriminatory manner; provided, however, that notwithstanding anything to the contrary herein, the economic terms of Subleases and other agreements executed by Lessee are not required to be the same or substantially similar and the financial terms of all such Subleases and other agreements shall be determined by Lessee in Lessee's sole discretion. 5 6. REPORTS,AUDITS AND RECORDKEEPING. Lessor reserves the right to require Lessee to provide Lessor with a written annual report, in a form reasonably acceptable to Lessor, 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, to the extent applicable, the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. For purposes of this Lease,the term"Sponsor's Assurances" shall mean the assurances provided by Lessor as an airport sponsor in connection with Lessor's application for, or acceptance of, FAA-administered airport financial assistance programs. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically- operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear 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 6 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 (except in circumstances in which the work involves preventive maintenance only, in which event Lessee agrees to being such preventive maintenance diligently within ninety (90) calendar days following receipt of such notice), and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion,perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 7 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 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 Lessor, 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. 8 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; 9 (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; provided, however, that any such easements and rights of way granted by Lessor after the Effective Date of this Lease shall not have a material adverse effect on Lessee's rights under this Lease. Lessee's rights shall additionally be subject to all existing 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. 10 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. Adjustments to Required Coveral4e 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 reasonably 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 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 insurers authorized to do business in the State of Texas and which are reasonably 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 and Employees, and, if available, to provide that no material changes in coverage, including, but not limited to, cancellation, termination, nonrenewal or amendment, shall be made without thirty (30) days' prior written notice to Lessor. Lessee is responsible for notifying the City of any change to its insurance coverage that amends or alters the 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. 11 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 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, FROMAND 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 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 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 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 WITH ALL 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. 12 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor (and Lessee as applicable) shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to Pay Rent,Fees or Other Charges. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten(10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty(30) calendar days following 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. 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 the sum of(i) an amount equal to (a) the total amount of all rent due Lessor for the remainder of the Term discounted to present value at a per annum rate equal to the "Prime Rate" as published on the date this Lease is terminated by The Wall Street Journal in its listing of"Money Rates", minus (b) the present fair rental value of the Premises for such period, similarly discounted; plus (ii) all airearages 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. 13 14.5. Lessee Termination Richt. Lessee shall have the right, at any time following the date that is fifteen (15) years after the Commencement Date, to unilaterally terminate this Lease by providing Lessor at least one hundred eighty (180) days written notice of such termination (a "Lessee Termination Notice"). If Lessee terminates this Lease pursuant to a Lessee Termination Notice, Lessor may, subject to available funds and City Council approval, offer to purchase the leasehold interest based on a fair market value appraisal. In no event shall Lessee terminate this Lease unless the Leasehold Mortgage is released and the leasehold is free and clear of all liens. 14.6. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i)when hand-delivered to the other party at such addresses listed below, or at such other addresses as the receiving parry 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 FBO Partners,Ltd. Aviation Department ATTN: Thomas J. Harris 4201 N Main St, Suite 200 2221 Alliance Blvd., Suite 100 Fort Worth, TX 76106 Fort Worth, Texas 76177 With copy to: Hillwood Development Company, LLC ATTN: President 9800 Hillwood Parkway, Suite 300 Fort Worth, Texas 76177 14 16. ASSIGNMENT AND SUBLETTING. 16.1. Permitted Assignments. In consideration of the investments by Lessee, Lessor agrees that Lessee may, without the consent of Lessor, assign all or any portion of its interest in this Lease, the Premises, the Mandatory Improvements or any other Improvements to any "Affiliate" (i.e., any entity that controls, is controlled by or is under common control with Lessee) of Lessee. Lessor shall not unreasonably delay action on Lessee's request for its consent to any third parry that is not an Affiliate of Lessor; provided, however,that any such consent shall require approval of the City Council of the City of Fort Worth. 16.2. 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 ("Permitted Subleases"). Except for Permitted Subleases in accordance with Section 5, assignments allowed pursuant to Section 16.1 and in connection with Mortgages as set forth in Section 31 below, 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. 16.3. Conditions of Approved AssiLnments and Subleases. If Lessor consents to any assignment or sublease other than those allowed pursuant to Section 16.1 above, 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. 16.4. Effect of Termination of Lessee's Rights on Subleases. No Permitted Sublease shall in any way relieve Lessee of any of its obligations to Lessor set forth or arising from this Lease. 17. LIENS BY LESSEE. Subject to Section 31 below, 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' 15 written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations, and minimum standards of Lessor; all rules and regulations and minimum standards established by Lessor for the Airport; 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. 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 this regulation which may hereafter be enacted. 16 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. 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 17 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. Lessor and Lessee each hereby warrant that the person signing this agreement on its behalf 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. Notwithstanding anything to the contrary, no director, officer, agent or employee of either party hereto (including, without limitation, the individuals executing this Lease on behalf of either party) shall have any personal liability under or related to this Lease. 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. 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 the City of Fort Worth. 31. LEASEHOLD MORTGAGES. 31.1. RiLrht to Execute Leasehold MortLaLes. Lessee shall have the right, at any time and from time to time,without Lessor's consent, and on terms and conditions determined by Lessee to be appropriate, to mortgage, pledge, grant deed(s) of trust, or otherwise encumber all or any portion of the leasehold estate created hereby and all or any portion of the right, title and interest of Lessee hereunder (including Lessee's interest in the Mandatory Improvements and any other Improvements), and to assign, hypothecate, or pledge the same as security for the payment of any debt to any holder of a promissory note or other evidence of indebtedness (such notes, mortgages, deeds of trust, and other documents evidencing and securing such loans shall be referred to as a "Leasehold Mortgage"; and a holder of a Leasehold Mortgage as a "Leasehold Mortgagee"). No Leasehold Mortgagee, trustee or other person claiming by, through or under any Leasehold Mortgagee shall by virtue thereof acquire any liens on the fee interest of Lessor in the Premises or any greater right in the Premises than Lessee then had under this Lease, except for the rights expressly granted to 18 such Leasehold Mortgagee, trustee, or other person under the terns of this Lease. All Leasehold Mortgagees shall be subject to all of the conditions, covenants, and obligations of this Lease and to all of the rights of Lessor hereunder. Lessee shall also have the right to finance any Mandatory Improvements or other Improvements (or any additions, alterations, or improvements thereof) through the issuance of bonded indebtedness secured, in whole or in part, by the Premises, the Mandatory Improvements or other Improvements, or any rents or other revenues resulting therefrom. After the execution and recordation of any Leasehold Mortgage, Lessee or the Leasehold Mortgagee shall notify Lessor in writing that such Leasehold Mortgagee has been given and executed by Lessee and shall furnish Lessor with the address to which copies of notices should be mailed. Lessor agrees that it will thereafter give to the Leasehold Mortgagee, at the address so given, duplicate copies of any and all notices in writing which Lessor may from time to time give or serve upon Lessee under and pursuant to the terms and provisions of this Lease. Such Leasehold Mortgagee shall have the same cure rights available to Lessee with respect to any alleged failure by Lessee to perform under this Lease, and if the alleged failure is cured satisfactorily, in the sole discretion of Lessor, Lessor will accept such cure tendered by such Leasehold Mortgagee. No Leasehold Mortgagee shall be or become liable to Lessor as an assignee of this Lease or otherwise until it expressly assumes such liability in writing, and no assumption shall be inferred or result from foreclosure or other appropriate proceedings in the nature thereof or as the result of any other action or remedy provided for by any Leasehold Mortgage or other instrument executed in connection with such Leasehold Mortgage or from a conveyance from Lessee pursuant to which the purchaser at foreclosure (or grantee or transferee in lieu thereof) shall acquire the rights and interests of Lessee under the terms of this Lease. 31.2. Foreclosure by Leasehold Mortgagee. Notwithstanding anything in this Lease to the contrary, Lessor shall not be entitled to exercise its right to terminate this Lease during the period that a Leasehold Mortgagee shall require to (i) foreclose its mortgage or otherwise to fulfill or complete its remedies under its Leasehold Mortgage or (ii) cure any default under this Lease; provided, however, such period shall not exceed 180 days after Lessor gives notice of termination and provided further that within such period: (a) such Leasehold Mortgagee proceeds promptly and with due diligence with its remedies under its Leasehold Mortgage or its cure under this Lease; (b) there is timely paid to Lessor the rental and all other sums which have, or may, become due and payable with respect to the portion of the Premises, Mandatory Improvements or other Improvements covered by the Leasehold Mortgage of such Leasehold Mortgagee and (c) all other terms and provisions of this Lease, to the extent they are applicable to the portion of the Premises covered by the Leasehold Mortgage of such Leasehold Mortgagee, are duly complied with by such Leasehold Mortgagee. 19 31.3 No Voluntary Surrender of Leasehold Estate Without Consent of Leasehold Mortgagee. So long as there exists an unpaid or undischarged Leasehold Mortgage on the estate of Lessee created hereby, Lessor expressly agrees for the benefit of the Leasehold Mortgagee that it will not accept from Lessee a voluntary surrender of the Premises or a cancellation or amendment of this Lease prior to the expiration of this Lease without the written consent of the Leasehold Mortgagee. 31.4 New Lease with Leasehold MortLyaLee upon Termination. If this Lease shall terminate for any reason, Lessor agrees that the Leasehold Mortgagee shall have the right, for a period of 90 days subsequent to such termination of this Lease, to deliver to Lessor written notice of the Leasehold Mortgagee's election to execute a new lease of the Premises of the character and, when executed and delivered and possession of the Premises is taken thereunder, having the effect hereinafter set forth. The new lease shall be executed by Lessor and the Leasehold Mortgagee within 15 days after the receipt by Lessor of such written notice. Such new lease shall be for a term to commence at the termination of this Lease and shall have as the date for expiration thereof the earlier of(i)the same date stated in this Lease for the expiration hereof or (ii) the term of the mortgage. The rent thereof shall be at the same rate as would have been applicable during such term under the provisions of this Lease had this Lease not so terminated, and all the rents, covenants, conditions and provisions of such new lease, including, but not limited to,the conditional limitations set forth in this Lease, shall be the same as the terms, conditions and provisions of this Lease. The Leasehold Mortgagee shall, at the time of the execution and delivery of such new lease, pay to Lessor all rental and other sums which would have become payable hereunder by Lessee to Lessor to the date of the execution and delivery of such new lease had this Lease not terminated, and which remain unpaid at the time of the execution and delivery of such new lease, together with reasonably attorneys' fees and expenses in connection therewith. Any such new lease, as contemplated by this Section 31.4 may, at the option of the Leasehold Mortgagee, be executed by a nominee of such holder, without the Leasehold Mortgagee assuming the burdens and obligations of Lessee thereunder beyond the period of its ownership of the leasehold estate created hereby. 31.5 Notice to Leasehold Mortgagee. Notwithstanding anything in this Lease to the contrary, Lessor agrees, if and so long as the leasehold estate of Lessee is encumbered by any Leasehold Mortgages in favor of any Leasehold Mortgagees, to give the Leasehold Mortgagees (at such address or addresses as may be specified by said Leasehold Mortgagees to Lessor in writing) duplicate copies of any and all notices in writing which Lessor may from time to time give or serve upon Lessee under and pursuant to the terms and provisions of this Lease, and no such notice to Lessee shall be effective or be deemed to have been given to Lessee hereunder unless such notice is also given to 20 said Leasehold Mortgagees; and said Leasehold Mortgagees shall have the right, within said period of time as given to Lessee, and to the same extent and with the same effect as though done by Lessee, to take such action or to make such payment as may be necessary or appropriate to cure any event of default, it being the intention of the parties hereto that Lessor shall not terminate this Lease or Lessee's rights of possession hereunder without first affording to said Leasehold Mortgagees the same rights and same notices with respect to any such default and the same period or periods of time within which to cure the same, including the right to enter into possession of the Premises. 31.6 Additional Leasehold Mortgagee Protections. Lessor and Lessee shall cooperate in including in this Lease by suitable amendment from time to time any provision which may reasonably be requested by any proposed Leasehold Mortgagee for the purpose of implementing the mortgage protection provisions contained in this Lease and allowing such mortgagee reasonable means to protect or preserve the lien of the Leasehold Mortgage on the occurrence of a default under the terms of this Lease. Lessor and Lessee each agree to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect the term or rent under this Lease nor otherwise in any material respect adversely affect any rights of Lessor under this Lease. It is understood and agreed, however, that if such amendments or agreements vary the substantive rights of the parties as set forth in this Lease, then such amendments or agreements must be approved by the City Council of the City. 31.7 Subordination of Landlord's Lien. Notwithstanding anything to the contrary stated herein, any contractual or statutory lien claimed by Lessor in all goods, wares, equipment, fixtures, furniture and other personal property of Lessee presently or hereafter situated in the Premises and all proceeds therefrom (collectively, the "Collateral") (save and except liens for ad valorem taxes levied on such personal property) shall be subject and subordinate to the rights, if any, of any Leasehold Mortgagee, any holder of any Leasehold Mortgage or any holder of a lien or security interest securing purchase money indebtedness covering any of the Collateral, and Lessor agrees to execute such additional documents as shall be reasonably necessary to effect or evidence such subordination. Lessee agrees to pay Lessor all reasonable and necessary costs incurred by Lessor in connection with the negotiation, preparation, review and execution of such additional documents, including, but not limited to, all reasonable and necessary attorneys' fees. 21 32. MISCELLANEOUS. 32.1. No Cross Default. Lessor and Lessee agree and acknowledge that other leases and agreements exist between Lessor and Lessee including, without limitation, that certain FBO Ground Lease Agreement dated October 14, 1997 and designated as City Secretary Contract No. 23685, as amended (all of such other leases and agreements being collectively referred to herein as "Other Leases"). Notwithstanding anything to the contrary: (i) no event of default under the Other Leases shall be an event of default under this Lease or otherwise in any way affect the rights, obligations or remedies of the parties under this Lease, (ii)no event of default under this Lease shall be an event of default under any of the Other Leases or otherwise in any way affect the rights, obligations or remedies of the parties under the Other Leases. 32.2. Intentionally Omitted. 32.3. Ingress and Egress. Lessee shall have the right of ingress and egress between the Premises and the public landing areas at the Airport by means of connecting taxiways; and between the Premises and the entrance(s) to the Airport by means of connecting paved roads. Such rights of ingress and egress shall be in common with others having rights of passage thereon. The use of any such roadway or taxiway shall be subject to the Rules and Regulations of the Airport which are now in effect or which may hereafter be promulgated. Lessor may, at any time, temporarily or permanently, close or consent to, or request the closing of, any roadway or taxiway and any other way at, in or near the Premises presently or hereafter used as such, so long as a reasonable means of ingress and egress as provided above remains available to Lessee. Lessee hereby releases and discharges Lessor, its officers, employees and agents, and all other governmental authorities and their respective successors and assigns, of and fiom any and all claims, demands or causes of action which Lessee may now or at any time hereafter have against any of the foregoing, arising or alleged to arise out of the closing of any street, roadway or other area,provided that a reasonable means of access to the Premises remains available to Lessee. Lessee shall not do or permit anything to be done which will interfere with the free access and passage of others to space adjacent to the Premises or in any streets or roadways on the Airport. 32.4. Operation of Airport. Lessor covenants and agrees that during the term of this Lease it will operate the Airport as such for the use and benefit of the public, provided, however, that Lessor may prohibit or limit any given type, kind or class of aeronautical use of the Airport if such action is necessary for the safe operation of the Airport or necessary to serve the civil aviation needs of the public. Lessor agrees to use its best efforts to maintain the runways and taxiways in good repair. Lessors agrees to keep in good repair 22 hard-surfaced public roads for access to the Premises. Lessor also agrees to provide and maintain water and sanitary sewer services in areas designated for utilities or easements adjacent to the Premises for access thereto by Lessee in accordance with the City's policies governing same. 32.5. Condemnation. In the event that the Premises or any part thereof shall be condemned and taken by authority of eminent domain for any purpose during the term of this Lease or sold to such authority in lieu of a taking (collectively, a"condemnation"), any award which shall be made as a result of such condemnation (i) if for the fee interest in the Premises exclusive of the Mandatory Improvements or Improvements placed, located or constructed thereon, shall be paid to Lessor, (ii) if for the leasehold interest in the Premises shall be paid to Lessee and any Leasehold Mortgagees in accordance with the rights under any Leasehold Mortgages, (iii) if for any interest in the Mandatory Improvements or Improvements placed, located or constructed thereon that is covered by any Leasehold Mortgages, shall be paid to the Leasehold Mortgagee, and (iv) if for any interest in the Mandatory Improvements or Improvements placed, located, or constructed thereon that is not covered by any Leasehold Mortgages, shall be split between Lessor and Lessee with Lessor receiving the Lessor Pro Rata Portion (defined below) of such payment and Lessee receiving the Lessee Pro Rata Portion (defined below) of such payment. For purposes of the previous sentence, (x) the "Lessor Pro Rata Portion" shall mean a fraction, the numerator of which is the number of days of the Term that have passed prior to the date of the applicable condemnation, and the denominator of which is 14,600 (the total number of days in the projected 40-year Term), and (xx) the "Lessee Pro Rata Portion" shall mean a fraction, the numerator of which is the number of days remaining in the projected 40-year Term following the date of the applicable condemnation, and the denominator of which is 14,600 (the total number of days in the projected 40-year Term). Either party, consistent with its rights under applicable law, may appear in any such condemnation proceeding and present its claim for damages, if any, arising from such condemnation. Rentals for that portion of the Premises condemned shall be abated from the date that Lessee is dispossessed therefrom; provided, however, if all of the Premises are condemned, or if a portion of the Premises are condemned and in Lessee's judgment, the remaining portion of the Premises is insufficient for Lessee's operations authorized hereunder, Lessee may terminate this Lease, and all of its rights and unaccrued obligations hereunder effective as of the date of the taking or the condemned portion giving Lessor written notice of its desire to terminate. Lessee shall be entitled to the award made for a temporary taking of possession of all or part of the Premises for any period of time within the Term of this Lease. Such award shall be full compensation to Lessee for such temporary taking and no claims for damages arising out of the temporary taking shall be made against Lessor. 23 32.6. Casualty. 32.6.1. In the event any Mandatory Improvements or other Improvements, insurable or uninsurable, on the Premises are damaged or destroyed, the use of all insurance proceeds and Lessee's obligations, if any, to rebuild shall be governed solely by any Leasehold Mortgage(s) that covered Lessee's leasehold interest in and to the Mandatory Improvements or other Improvements at the time of the damage or destruction. If the damaged or destroyed Mandatory Improvements or other Improvements are not covered by any Leasehold Mortgage(s) (or if covered by a Leasehold Mortgage, the Leasehold Mortgage does not require Lessee to rebuild), Lessee shall have the election of repairing or reconstructing the Mandatory Improvements or other Improvements substantially as they were immediately prior to such casualty or in a new or modified design, subject to the provisions of Sections 32.6.2 and 32.6.3 below, Section 4 and Section 8 hereof, and applicable building codes existing at the time of repairing or rebuilding; or, notwithstanding the provisions of Section 8 hereof, not to reconstruct the Mandatory Improvements or other Improvements, in which case the provisions of Section 32.6.4 below shall apply. Lessee shall give Lessor written notice of its election hereunder within sixty (60) days after the occurrence of such casualty or the adjustment of the claim, whichever is later. In the event of damage or destruction to any of the Mandatory Improvements or other Improvements on the Premises, Lessor shall have no obligation to repair or rebuild the Improvements or any fixtures, equipment or other personal property installed by Lessee pursuant to this Lease. 32.6.2. If the damaged or destroyed Mandatory Improvements or other Improvements are not covered by any Leasehold Mortgages, the insurance proceeds shall be paid to an escrow agent("Escrow Agent")mutually agreed upon by Lessor and Lessee. If Lessee elects to repair or reconstruct the damaged Mandatory Improvements or other Improvements, to the extent that any loss is recouped by payment to the Escrow Agent of the proceeds of the insurance, the amount of such proceeds, together with any interest thereon, will be paid to Lessee to the extent necessary to cover its costs of rebuilding or repairing the portion or all of the Premises which have been damaged or destroyed. Such payments will be made by the Escrow Agent to Lessee, subject to the prior written approval of Lessor, in installments as work progresses,provided that as to each request for payment Lessee shall certify to the Escrow Agent and Lessor, by a responsible officer or authorized representative, that the amounts requested are due and payable to its contractors for work completed. Upon completion of all the work, Lessee shall certify to the Escrow Agent and Lessor, by a responsible officer or authorized representative, that such rebuilding or repairs have been completed, that all costs in connection therewith have been paid by Lessee and said costs are fair and reasonable, and said certification shall also include an itemization of costs. If the insurance proceeds are not sufficient, Lessee agrees to bear and pay the deficiency. If the insurance proceeds are in excess of all costs incurred, the Escrow Agent shall pay such excess proceeds to Lessee. Nothing herein contained shall be deemed to release Lessee from any if its repair,maintenance or rebuilding obligations under this Lease. 24 32.6.3. In the event Lessee elects to repair or reconstruct as provided in Section 32.6.2 above, Lessee, if it elects to continue its operations on the Airport, shall, at its expense, replace and repair any and all fixtures, equipment and personal property necessary to properly and adequately continue its airport business on the Airport, but in no event shall Lessee be obligated to provide equipment and fixtures in excess of those existing prior to such damage or destruction, except for requirements of construction codes existing at the time of repair or replacement. During such period of repair or replacement, the rentals provided for elsewhere herein shall be proportionately abated during the period from the date of such damage, destruction or loss until the same is repaired, replaced, restored or rebuilt, according to the portion of the Mandatory Improvements or other Improvements on the Premises that are used only for repair or rebuilding of same and not for the uses described in Section 5. Such abatement shall not exceed the actual time required for arranging for and the doing of such work. The proportional amount of reduction of rentals will be reasonably determined by Lessor. Lessee agrees that such work will be promptly commenced and prosecuted to completion with due diligence; subject to delays beyond Lessee's control. 32.6.4. If the damaged or destroyed Mandatory Improvements or other Improvements are not covered by any Leasehold Mortgages (or if covered by a Leasehold Mortgage, the Leasehold Mortgage does not require Lessee to rebuild), and if Lessee shall elect not to repair or to reconstruct the damaged Mandatory Improvements or other Improvements, Lessee shall, at its own cost and expense, remove all debris resulting from such damage to the Premises, including foundations, concrete piers, pavement, etc., and shall sub up utilities and restore the surface to a level condition at its original elevation, and the Escrow Agent shall deliver the balance of the insurance proceeds to Lessor. Upon completion of such debris removal and restoration, and the insurance proceeds payment by the Escrow Agent to Lessor,within ninety(90) days Lessee shall either(i) elect to terminate this Lease or (ii) continue to use the Premises for other aeronautical purposes approved by Lessor in Lessor's sole discretion. There shall be no obligation on the part of Lessor or the Escrow Agent to reimburse Lessee from the insurance proceeds for the loss or damage to fixtures, equipment or other personal property of Lessee. Lessee, for its own protection, may separately insure such fixtures, equipment or other personal property as its interests may appear. 32.7. Termination of FBO Ground Lease. Lessor and Lessee acknowledge that Lessor and Lessee are also parties to that certain separate FBO Ground Lease Agreement dated October 14, 1997 and designated as City Secretary Contract No. 23685 (as amended and/or modified either previously or in the future, the "FBO Ground Lease"). In the event that the FBO Ground Lease terminates or expires for any reason, then Lessee shall have the right, but not the obligation, to terminate this Lease upon delivery of at least sixty (60) days' written notice to Lessor. 25 32.8 Estoppel Certificates. At the request of Lessee in connection with any Leasehold Mortgage, Sublease or assignment, Lessor shall execute and deliver a written statement addressed to such Leasehold Mortgagee, Sublessee or assignee identifying it as the Lessor under this Lease and certifying: (i) the documents that then comprise the Lease, (ii) that this Lease is in full force and effect, (iii) the then current annual amount of rent and the date through which it has been paid, (iv)the expiration date of this Lease, (v)that no amounts are then owed by Lessee to Lessor (or, if amounts are owed, specifying the same), (vi) to the knowledge of Lessee, there are no defaults by Lessee, under this Lease or any facts which but for the passage of time, the giving of notice or both would constitute such a default, (vii)that the rights of Sublessees (except Sublessees that are Affiliates of Lessee and that occupy the Premises at "below-market" rates) will not be disturbed by any default of Lessee, and (viii) any other fact or information reasonably requested by such Leasehold Mortgagee, Sublessee, or assignee. The person or entity to whom such statement is addressed shall be entitled to rely conclusively upon such written statement. 32.9 Short Form of Lease. This Lease shall not be recorded, but at the request of either party, the other shall execute a memorandum or short form of lease for recording. [Signature Pages Follow] 26 IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples on this the—jT day of (,111 "GI 2017. CITY OF FORT WORTH: B : ��Com--- xG✓ By: Fernando Costa Assistant City Manager Date: 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. GIVE UNDER MY HAND AND SEAL OF OFFICE this l day 2017. '`viP( TRIKINYA L JOHNSON P(" . ',_Notary Public,State of Texas Notary Publi in and f the State of Texas zea ;tee' Comm.Expires 04-17-2018 Notary ID 1238832-0 APPROVED AS TO FORM ATTEST: AND L GALIT . - f B ' / C B By: G � y. Assistant City Attorney My J. Kayser City Secretary M&C: C-27971 Q J� Approval Date: October 18,2016 Form 1295 Certificate: 2016-24757 ' FBO Partners,Ltd.—Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport 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. Name of Employee Title LESSEE: FBO PARTNERS,LTD., a Texas limited partnership By: Alliance Air Services,Inc., a Texas corporation, its general partner B Tho a J. Harris,President Date: MUVO /(ell STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on jaw(MK /� , 2017, by Thomas J. Harris, as President of Alliance Air Services, Inc., a Texa corpora 'on, in its capacity as general partner of FBO Partners,Ltd., a Texas limited partnership, on behalf of said limited partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day QCl/LGta,01 ,2017. Chi Notary Public in and for the St f Texas CHRISTINA CAREY My Commission Expires August 3, 2019 'EEO FBO Partners,Ltd.—Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport EXHIBIT "A" LEGAL DESCRIPTION 5.468 ACRES BEING A 5.468 ACRE TRACT OF LAND SITUATED IN THE GREENBERRY OAT-RTON SURVEY, ABSTRACT NO. 1185.CITY OF FORT WORTH.TARRANT COUNTY.TE-',,7.AS,AND BEING PART OF A TRACT OF LAND CONVEYED TO ADL DE\TLOPMEN- T,FORMERLY KNOV.N AS HILLWOOD/2470, LTD..AND ALLIANCE AIRPORT.LTD.,BY DEED RECORDED IN VOLUME 9378,PAGE 2033,OFFICIAL PUBLIC RECORDS.TARRkNT COUN"TY,TEX-kS,SAID 5.468 ACRE TRACT,WITH REFERENCE BEARING BEING THE NORTH LINE OF LOT 1.BLOCK 1.ALLIANCE AIRPORT ADDITION,AN ADDITION TO THE CITY OF FORT WORTH ACCORDING TO THE PLAT RECORDED IN"CABINET A. SLIDE 621.PLAT RECORDS.TARRANT COUNTY,TE-%LkS,BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGENNLNG AT A 518 INCH IRON ROD WITHYELLOW PLASTIC CAP STAMPED"CARTER& BURGESS"FOUND FOR A NORTHEAST CORNER OF SAID LOT 1.BLOCK 1.SAID PONT ALSO BEING THE NORTHEAST CORNER OF AVLNTOR WAY,(A VARIABLE WIDTH RIGHT-OF-WAY)AND BEING ON THE WEST LINE OF A 25,063 ACRE TRACT OF LAND CONVEYED BY DEED TO TARRANT COUNTY COLLEGE DISTRICT.RECORDED IN COUNTY CLERK'S FILE NO,D208190456,OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS; THENCE, SOUTH 80 DEGREES 06 MINUTES 47 SECONDS WEST. ALONG THE A NORTH LINE OF SAID LOT 1,BLOCK 1,A DISTANCE OF 898-00 FEET TO A-X.—CUT IN CONCRETE FOUND FORANI INTERIOR ELL CORNER OF SAID LOT 1,BLOCK 1; THENCE,NORTH 09 DEGREES 53 MINLTTES 13 SECONDS ATEST.ALONG THE EAST LINE OF SAID LOT 1,BLOCK 1,A DISTANCE OF 265.25 FEET TO A 5i8 INCH IRON ROD WITHYELLOW PLASTIC CAP STAMPED"CARTER&BURGESS"FOUND FOR CORNER� THENCE,NORTH 80 DEGREES 06 MINUTES 47 SECONDS EAST,OVER:AND ACROSS SAID ADL DE'vTLOPNfENT TRACT.A DISTANCE OF 898.00 FEET TO A POINT FOR CORNER ON"THE AFORESAID WEST LINE OF TARRANT COUNTY COLLEGE DISTRICT TRACT; THENCE,SOUTH 09 DEGREES 53 MINUTES 13 SECONDS EAST,ALONG SAID REST LINE.A DISTANCE OF 265.25 FEET TO THE POINT OF BEGIN NTNG AND CONTAINING 5.468 ACRES OF LAND. MORE OR LESS. A PARCEL PLAT OF EQUAL DATE HEREWITH ACCOMPANIES THIS PROPERTY DESCRIPTION. "y t lb Michael J.BaitiA.P-L.S. Febniar},22,-1016 Registered Professional Lind Stuveyor 0 F Texas Registration No,4574 Jacobs Engineering Group,Inc, 1999 Bryan Street. Suite 1200 Dallas.Texas;5201-3136 ......I.......... .......... MICHAEL J BAITUP Phone 214-638-0145 Fax 214-638-0447 ............I.........e.. T�,MPLS Firm#10 152 300 4574 0 &:�SLYt523000-PROPOSALNPLS012 HILLWOOD AWANCE\HANGAR 31,600 DkSCIPLINE\613 SLJRVEY�613,7 LEGAL DEscAjP-nom,\AnzPoRT- BY01.D00( SHEET I Of 2 F130 Partners,Ltd.-Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport M NSCALE: 1' = 200' ADL DEVELOPMENT Q Q• t FORMERLY/KNOWNAS 0 1 ANDVOLLIANCE AIRP02 33LTD. m F O.P.R.T,C.T. 1 1 - - ir 0 PROPOSED ti 10' RTR DUCT BANK a tt EASEMENT y ,�-15' UTILITY EASEMENT TARRANT COUNTY VOL 9729 PG. 377 + �j_--- COLLEGE DISTRICT 1 t O.P.R. .C.L „ jCJ�� � y��r"o (A CC# D208190456 c°i t It Q•(��y' 7 O.P,R.T.C.T, M g a+ t t ADL DEVELOPMENT �1 t�`" v" `D CIRF 1 t FORMERLY KNOWN AS it" .N Ni = r —^ HILLWOOD/2470, LTD. 4 {3a t j AND ALLIANCE AIRPORT, LTD. I p^�cNn `t 1 Nv t cJ��? 5.466 VOL. 9378, PG. 2033 �� ty yt 3: to t N W Sit i roti ACRES O.P.R.T.C.T. i s =.- > 1-0—Q _ -- �J<nlu Cn0ist p v �= CIRF 0�0°w N 1:I%ti ��1� x� G SETBACK -+ `` v POINT OF ©� � s It c' 20- gt51LO1N - ^_.$ O t BEGINNING n = cj ID v a m �,11 � 1_-__-� C•O�j'4, W SROL LONE) It ECTtONAL CON _ m U "X" CUT c�- FOUNb - 15' UTILITY EASEMENT VOL. 9729, PC, 377 n O.P.R.T.C.T. t� CITY OF FORT WORTH o $ LOT 1, BLOCK 11 ALLIANCE AIRPORTy v CAD. A. SLIDE 621 < P.R.T,C.T. d d OF �P '15TF s LEGEND ., .. . .-... y MICHAEL J. BAITUP N CIRF 5J8" IRON ROD WITH A PLASTIC CAP W) STAMPED "CARTER & BURGESS" FOUND �' n 457 0�' '4 n q ''•., s 5 ,.• 0 P.R.T.C.T, PLAT RECORDS, TARRANT COUNTY, TEXAS4y O.P.R,T.C,T. OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS 0 CL 0 THE GENRI'4C MSE IS THE NORTH LINE OF LOT 1, T?LOCK 1. ALLIANCE HRrORr Amnon, At, Ar'DITION, TO THE w OF FORT 'A%7RTH, AMORDING To THE FLAT RECORDED I14 CABINET A, .1.141E 621, FLAT RETORDS, TARRANT C1 4 , a oI oarE �2/xz/le EXHIBIT A N JHEETAt> 4 =tela' e 5.468 ACRES u1 1999 BRYAN STB{EET, '�ArE 1200 fiasnt4 tTr:s.c 6. CJr Cf THE DALLAS, TEXAS 75201-3135 nn �r7� GREEN O'.Eh'TON SJNVEY ATTRACT ND� 1185 PHONE 214-638-0145 FAX 214-638-Ch47 tl1 L OF L N:THE THPLs RRU# 10152300 CHECKED BY; N.=-8. CITY OF FM'WORTH, TARWIT COUNTY, TEXAS FBO Partners,Ltd.-Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport EXHIBIT "B" MANDATORY IMPROVEMENTS Approximately 40,000 Square Foot Hangar & Office Facility (Hangar#3) and Approximately 32,150 Square Feet of Aircraft Storage Facilities (Hangar#4) • All mandatory improvements for Hangar #3 and Hangar #4 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 both hangar facilities, to the FAA, no less than sixty (60) calendar days prior to the commencement of construction. • Construction of both hangars shall commence within six (6) months following the execution of the Lease, subject to force majeure. Construction shall be completed and a Certificate of Occupancy issued no later than eighteen (18) months after construction commenced, subject to force majeure: o Hangar #3, approximately 40,000 square foot hangar, which includes approximately 32,150 square feet of hangar space, 6,650 square feet of office space, 1,200 square feet of shop space and associated parking; o Hangar#4, approximately 32,150 square feet hangar only. 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. *Please note—the phases listed above provide the requirements for completion of the Mandatory Improvements, but does not mean the Lessee can only construct one hangar at a time. Should the Lessee elect to complete both phases simultaneously, then the provisions of one or more phases could be met earlier than provided by the requirement, but by no means can construction extend beyond these requirements unless an amended Exhibit `B" is signed and dated, as per Section 4.1. FBO Partners,Ltd.—Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport EXHIBIT "C" Insurance Requirements [see following page(s)] FBO Partners,Ltd.—Lease Site Hangar 3 and Hangar 4 Ground Lease Fort Worth Alliance Airport FORT WORTH AVIATION EXHIBIT C -MINIMUM INSURANCE REQUIREMENTS Commercial Environmental Automobile Liability (To Property Hangarkeepers Aircraft and Passenger Category General ' Impairment Include Hired&Non-owned Insurance LiabilityLiability Liability Liability 6 Y Vehiclees) Fixed Base Operators(FBO's) Yes $5,000,000 $5,000,000 $1,000,000 $ 1,000,000 Aircraft Maintenance Operator and Avionics or Instrument Maintenance -5 $1,000,000 $1,000,000 $ 1,000,000 Operator-Piston Aircraft Maintenance Operator and Avionics or Instrument Maintenance '5 $5,000,000 $1,000,000 $ 1,000,000 Operator-Turbine Avionics or Instrument Maintenance Operator (Bench work Only) S $1,000,000 $ 1,000,000 Aircraft Rental or Flight Training -5 2 $1,000,000/occurrence Operator ,5 $1,000,000 $ 1,000,000 $100,000/passenger Aircraft Charter or Aircraft 5 $1,000,000 $5,000,000/occurrence Management Operator •5 $ 1,000,000 $500,000/passenger Aircraft Sales Operator 5 $1,000,000/occurrence p $1,000,000 $ 1,000,000 5 $100,000/passenger Aircraft Storage Operator '5 $1,000,000 $1,000,000 '5 $5,000,000 3 $5,000,000 3 $ 1,000,000 Aviation Service Sole Proprietor '5 $1,000,000 2 $1,000,000/occurrence $100,000/passenger 4 $ 250,000 Other Commercial Aeronautical $1,000,000 Activities $300,000/occurrence $ 1,000,000 Temporary Specialized Aviation Service Operator $1,000,000 $300,000/occurrence $ 1,000,000 Non-Commercial Hangar Lessee -5 $300,000/occurrence $ 1,000,000 Non-Commercial Flying Club -5 $1,000,000/occurrence $ 1,000,000 $100,000/passenger Non-Commercial Self-Fueling Permitee Jet Fuel and/or Av as -5 $ 1,000,000 $1,000,000 $300,000/occurrence $ 1,000,000 Non-Commercial Self-Fueling Permitee -5 $500,000 $300,000/occurrence $ 250,000 Alternative Fuels e. .mo as T-Hangar or Community Hangar -5 $300,000/occurrence $ 250,000 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 1 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 s If vehicle parked Iandside-State minimums would apply Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014) DEFINITIONS: Coverage for the Building includes(but is not limited to)the building and structures, completed additions to covered buildings,outdoor fixtures,permanently installed fixtures,machinery and equipment. The building material used to maintain and service the insured's premises is also insured. Business Personal Property owned by the insured and used in the insured's business is covered for direct loss or damage. The coverage includes(but is not limited to) furniture and fixtures,stock,improvements and betterments, leased property for which you have a contractual obligation to insure and several other similar business property items when not specifically excluded from coverage. The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while in the insured's care,custody and control. PROPERTY INSURANCE Business Income(sometimes called Business Interruption)affords protection against the loss of earnings of a business during the time required to rebuild or repair covered property damaged or destroyed by fire or some other insured cause of loss. Extra Expense allows coverage for those additional expenses over and above normal operating expenses paid due to damage to covered property from a covered cause of loss. These expenses could include rent, utilities,moving expenses, telephone,advertising and labor. This coverage protects the insured for bodily injury or property damage to the third parties,for which they are legally liable.The policy covers accidents occurring on the premises or away from the premises. Coverage is provided for injury or damages arising out of goods or products made or sold by the named insured. Coverage is afforded for the named insured and employees of the named insured; however,several individuals and organizations other than the named insured may be covered depending upon certain circumstances specified in the policy. In addition to the limits,the policy provides supplemental payments for attorney fees,court costs and other expenses associated with a claim or the defense of a liability suit. Coverage A-Bodily Injury and Property Damage Liability COMMERCIAL GENERAL Bodily Injury means physical injury,sickness or disease, including death. Property Damage means physical injury LIABILITY to tangible property,including the resulting loss of use of that property. Coverage B-Personal Injury and Advertising Injury Liability Personal Injury means false arrest,malicious prosecution,wrongful entry or eviction, libel,slander and violations of a person's right of privacy. Advertising Injury means libel,slander,disparagement,violations of a person's right of privacy, misappropriation and copyright infringement. Coverage C-Medical Payments Medical Payments means medical expenses for bodily injury caused by an accident. HANGARKEEPERS Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the aircraft is in the care,custody or control of the insured for safekeeping,storage,service or repair. Coverage LIABILITY extends to liability claims involving an aircraft's loss of use. Insures the pollution exposure associated with the insured's property and operations, Including costs of cleanup and remedial or corrective action due to a third-party demand or a government order.The Pollution exclusion in general ENVIROMENTAL liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs IMPIRMENT LIABILITY arising from most types of pollution events. Because of this, customized protection for the pollution exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks involved in aviation.Aviation insurance policies are distinctly different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT AND terminology,as well as terminology,limits and clauses specific to aviation insurance. Passenger liability protects PASSENGER LIABILITY passengers riding in the accident aircraft who are injured or killed. In many countries this coverage is mandatory only for commercial or large aircraft.Coverage is often sold on a"per-seat"basis,with a specified limit for each passengerseat. 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 NON-OWNED VEHICLES) states that,in addition to the payment of damages,the insurer also agrees to defend the insured for all legal defense cost. The defense is in addition to the policy limits. An agreement between two parties in which one party agrees to waive subrogation rights against another in the SUBROGATION WAIVER event of a loss. The intent is to prevent one party's insurer from pursuing subrogation against the other party. Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014) M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCILAGENDA FORTTH COUNCIL ACTION: Approved on 10/18/2016 DATE: 10/18/2016 REFERENCE **C-27971 LOG NAME: 55AFW GRNDLEASE NO.: LANDDONATION CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Acceptance of a Land Donation of Approximately 5.468 Acres of Unimproved Land in the Greenberry Overton Survey Abstract No. 1185 from ADL Development, L.P., and Execution of a New Ground Lease Agreement with Mandatory Improvements with FBO Partners, Ltd, at Fort Worth Alliance Airport (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that City Council: 1. Authorize acceptance of a land donation of approximately 5.468 acres of unimproved land in the Greenberry Overton Survey Abstract No. 1185 from ADL Development, L.P.; and 2. Authorize execution of a new Ground Lease Agreement with mandatory improvements with FBO Partners, Ltd, at Fort Worth Alliance Airport. DISCUSSION: Aviation staff received an offer from ADL Development, L.P. (ADL) to donate approximately 5.468 acres (238,186.8 square feet) of unimproved land for the purpose of a separate entity, FBO Partners, Ltd., entering into a new Ground Lease Agreement. The new Ground Lease Agreement will include mandatory improvements, based on a mutually agreed upon development schedule to construct, at a minimum, approximately a 40,000 square feet hangar facility (Hangar A) which will include approximately 32,150 square feet of hangar space, 6,650 square feet of office space, 1,200 square feet of shop space and associated parking and an approximately 32,150 square foot hangar only (Hangar B). The total investment by the tenant for the construction of the two hangars is approximately $9,100,000. Fort Worth's Alliance Airport is currently at 120 percent capacity in the community hangars. There is a waiting list of aircraft and continued frequent inquiries for hangar space. Fort Worth Alliance airport hosts several special events each year with the potential to attract and continue in this business component with additional hangar capacity. In addition, the runway extension project will be complete in late 2017, which could drive additional business demand. Surrounding cities, such as Westlake, Southlake, Keller, and the need for expanding capacity for overnight hangared business jet parking, support this demand. Staff requests that the City Council authorize the execution of Ground Lease Agreement for a term of 40 years. Rent will not be due until 15 years after the Effective Date, in recognition and consideration of the donation, by ADL, of the ground, which is currently valued at approximately $1,429,116.45. After the first 15 years, rent will begin to be paid at the ground lease rate amount as set forth in the Lessor's Schedule of Rates and Charges then in effect (Fiscal Year 2031 Schedule of Rates and Charges). Rental rates shall be subject to an increase on October 1 st of each subsequent year, beginning in 2032, which will be based on the upward percentage change in the Consumer Price Index for the httn://apt)s.cfwnet.ora/council packet/mc review.asp?ID=22133&councildate=10/18/2016 1/17/2017 M&C Review Page 2 of 2 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, 2036 and every fifth year thereafter. A 1295 Form is attached for FBO Partners, Ltd.; a 1295 Form for ADL is not necessary because this M&C does not approve a contract with ADL. Fort Worth Alliance Airport is located in COUNCIL DISTRICT 7. 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 under this agreement, if approved. 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 I I ID I Year Chartfield 2 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Additional Information Contact: Anne Marie-Stowe (5415) ATTACHMENTS 55AFW GRNDLEASE LANDDONTATION.pdf Form 1295 FBO Partners Ltd.pdf http://anps.cfwnet.ora/council Dacket/me review.asn?ID=22133&councildate=10/18/2016 1/17/2017 CERTIFICATE OF INTERESTED PARTIES FORM x.295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-24757 FBO Partners LTD Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/10/2016 being filed. City of Fort Worth Date Acknowledged: �U 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. 5.53 Acre Tract New Ground Lease Agreement at Forth Worth Alliance Airport 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary Hillwood Alliance Group, L.P, Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. W WRY P(i M CHRISTINA CAREY My Commission Expires August 3, 2019 nature of authorized agent of contracting business entity "•>E ov�E A A O Sworn to and subscribed before me,by the said lm� a'L this the ILI day of I'Aoulch 201(�2 ,to certify which,witness my hand and seal of office. / ("('ywtw" �C�2:� �h6.5-h RC,- Cor% Spe6U► RZJ(0� Ilia.-'41 Signature of officer admin tering oath Printed name of officer admfnistering oath Title of officer administerin oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312