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z1 ? This ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT ("Lease") is
made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule
municipal corporation under the State of Texas, acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and TRUE AVIATION PARNTERS, LLC ("Lessee"),
acting by and through CHRISTOPHER FINK, its duly authorized PRESIDENT.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor demises and leases to Lessee the following real property (hereinafter referred to as
"Premises") in the Administration Building ("Admin Building") at Fort Worth Meacham
International Airport("Airport") in Fort Worth, Tarrant County, Texas: 2,292 square feet
of office space identified as Suite 120, First Level, depicted on Exhibit "A", attached
hereto and hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1 Initial Term
The Initial Term of this Lease shall commence on the date Lessee's tenant
improvements are complete and a Certificate of Occupancy (CO) is issued from the
City of Fort Worth ("Effective Date") and expire on the date that is (5) five years
following the Effective Date, unless terminated earlier as provided herein.
2.2 Renewal Term
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have three consecutive
options to renew this Lease, each option for an additional successive terms of five
years each (each a "Renewal Term") at a rental rate calculated in accordance with
Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor
at the time. Lessee shall notify Lessor in writing of its intent to exercise a respective
option not less than ninety (90) nor more than one hundred eighty(180) days prior to
the expiration of the term then in effect. If Lessee does not exercise its option for a
first Renewal Term within the time frame provided herein,Lessee shall automatically
and simultaneously forfeit its second option to lease the Premises for a second
Renewal Term, and Lessee shall no longer have any rights or interest in the Premises
following the expiration of the Initial Term.
FOFFICIALECORD
ETARY
FT.WORTH,TX
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page I of 17
3. RENT.
3.1. Rates and Adjustments.
In recognition and consideration of the initial office space base finish-out costs by
Lessee of approximately 2,292 square feet,which is currently valued at approximately
$160,440.00 ("Estimated Finish-Out Cost"), Lessor shall grant Lessee a one-time
incentive to occupy the Premises rent-free for a period of twenty-four (24) months
commencing on the Effective Date in a manner consistent with Lessor's written policy
(the "Tenant Improvement Period"). The Tenant Improvement Period will
recognize up to 50% of the estimated finish-out costs. At issue of the CO all finish-
out construction costs will be reviewed and evaluated for possible adjustments to
update the rent-free period. Under no circumstances shall the Tenant Improvement
Period exceed twenty-four (24) months from the Effective Date. During the Tenant
Improvement Period,rent will not accrue or be due,and Lessee will have no obligation
to pay rent. Lessee shall commence the payment of rent for the office space beginning
on the first day following the expiration of the Tenant Improvement Period(the"Rent
Commencement Date").
Lessee shall commence the payment of rent, in accordance with this Section 3, on
the Rent Commencement Date of this Lease. From the Rent Commencement Date
until the following year,on the first day after the Rent Commencement Date,Lessee
shall pay Lessor rent based on a rental rate of$16.00 per square foot which will be
payable in monthly installments of $3,056.00, for an annual rental rate of
$36,672.00. On October 1 of the year in which the Rent Commencement Date
occurs, and on October 1 st of each year thereafter during both the Initial Term, and
any Renewal Term, Lessee's rental rate shall be adjusted to comply with the rates
prescribed for the Premises by Lessor's Schedule of Rates and Charges in effect at
the respective time. In no event shall Lessee's monthly rental rate exceed the then-
current rates prescribed by Lessor's published Schedule of Rates and Charges for
the type or types of property at the Airport similar to the type or types of property
that comprise the Premises
3.2. Payment Dates and Late Fees.
Monthly rent payments under this Lease are due on or before the first (1 st) day of
each month. Payments must be received during normal working hours by the due
date at the location for Lessor's Revenue Office as set forth in Section 17. Rent
shall be considered past due if Lessor has not received full payment on or before
the 10th day of the month for which payment is due. Lessor will assess a late penalty
charge of ten percent (10%) per month on top of the entire month's rent for each
month in which rent is past due.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 2 of 17
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 1113"
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) approximately
2,292 square foot office space("Suite 120"). Construction shall be completed
and Certificates of Occupancy issued therefor no later than twelve(12)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.
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.
The commencement and completion dates in this Section 4.1 are subject to the
provisions of Section 27 below, and any delay by reason of force majeure shall result
in a day-for-day extension of the period for performance, provided that the party is
diligently and continuously pursuing in good faith a remedy to the delay during such
time.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 3 of 17
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 Department of Aviation (DOA) 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 DOA. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.5. Bonds Required of Lessee.
Prior to the commencement of any Mandatory Improvement or Improvement,Lessee
shall deliver to Lessor a bond, executed by a corporate surety in accordance with
Texas Government Code, Chapter 2253, as amended, in the full amount of each
construction contract or project. The bond shall guarantee(i)satisfactory compliance
by Lessee with all applicable requirements, terms and conditions of this Lease,
including, but not limited to, the satisfactory completion of the respective
Improvements, and (ii) full payments to all persons, firms, corporations or other
entities with whom Lessee has a direct relationship for the construction of such
Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit,Lessee shall
not be entitled to any interest earned thereon. Certificates of deposit shall be from a
financial institution in the Dallas-Fort Worth Metropolitan Area which is insured by
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True Aviation Partners,LLC—Suite 120 Page 4 of 17
the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest
earned on the certificate of deposit shall be the property of Lessee and Lessor shall
have no rights in such interest. If Lessee fails to complete the respective
Improvements, or if claims are filed by third parties on grounds relating to such
Improvements,Lessor shall be entitled to draw down the full amount of Lessee's cash
deposit or certificate of deposit and apply the proceeds to complete the Improvements
or satisfy the claims,provided that any balance shall be remitted to Lessee.
4.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed
construction work or (ii), where Lessee uses a contractor, receipt of the contractor's
invoice and verification that the contractor has completed its work and released Lessee
to the extent of Lessee's payment for such work, including bills paid, affidavits and
waivers of liens.
5. UTILITIES.
Lessor agrees and covenants that it will pay for all utilities in use on the Premises, with
the exception of telephone utilities and internet service. Lessee agrees that all electrically-
operated equipment which may be used on the Premises shall fully comply with the City
of Fort Worth Mechanical, Electrical, Plumbing, Fire and Building Codes, as they exist or
may hereafter be amended.
6. MAINTENANCE AND REPAIRS.
6.1. Maintenance and Repairs by Lessor.
Lessor shall provide janitorial services to the Premises. Lessor agrees to perform
minor repairs and maintenance, excluding custom fixtures not part of the approved
basic finish-out, on a timely basis as required by the ordinary use of the Premises
under the terms of this Lease and which are not caused by any violation thereof by
Lessee. Lessor shall have the right and privilege, through its officers, agents,
servants or employees to inspect the Premises at any time. If Lessor
determines that Lessee is responsible for any maintenance or repairs required on
the Premises, it shall notify Lessee in writing. Lessee agrees to undertake such
maintenance or repair work within thirty (3 0) calendar days of receipt of notice. If
Lessee fails to undertake the maintenance or repairs recommended within this
time, Lessor may, in its discretion, perform the necessary maintenance or repairs
on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of
the maintenance or repairs, and payment will be due on the date of Lessee's next
monthly rental payment following completion of the repairs.
6.2. Maintenance and Repairs by Lessee.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 5 of 17
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer
any waste of the Premises. Lessee shall not allow any holes to be drilled or made
in the brick, plaster or cement work. Lessee will not pile or store boxes, cartons,
barrels or other similar items in a manner that is unsafe or unsightly. Upon
termination of this Lease, Lessee agrees to return the Premises to Lessor in the same
condition as originally received, subject to ordinary wear and tear consistent with
normal use over time. Lessee is responsible for all damages caused by the
negligence or misconduct of Lessee, its agents, servants, employees, contractors,
subcontractors, patrons, licensees, invitees or trespassers.
6.3. Inspection.
Lessor,through its officers,agents, servants or employees,reserves the right to enter
the Premises at any time in order to perform any and all duties or obligations which
Lessor is authorized or required to do under the terms of this Lease or to perform
its governmental duties under federal, state or local rules, regulations and laws
(including, but not limited to, inspections under applicable Health, Mechanical,
Building, Electrical, Plumbing, and Fire Codes, or other health, safety and general
welfare regulations). Lessee will permit the Fire Marshal of the City of Fort Worth
or his agents to make inspection of the Premises at any time, and Lessee will comply
with all recommendations made to Lessee by the Fire Marshal or his agents to bring
the Premises into compliance with the City of Fort Worth Fire Code and
Building Code provisions regarding fire safety, as such provisions exist or may
hereafter be added or amended. Lessee shall maintain in a proper condition
accessible fire extinguishers of a number and type approved by Fire Underwriters
for the particular hazard involved. Lessor shall provide Lessee with advance notice
of inspection when reasonable under the circumstances.
7. ACCEPTANCE OF PREMISES.
Lessee agrees and covenants that it has inspected the Premises and is fully advised of its
own rights without reliance upon any representation made by Lessor concerning the
condition of the Premises. Lessee accepts the Premises in its present condition as
satisfactory for all purposes set forth in this Lease.
8. CONSTRUCTION AND IMPROVEMENTS.
Lessee may not undertake or allow any party to undertake any kind of alteration, erection,
improvement or other construction work on or to the Premises unless it first requests and
receives in writing approval from the Airport Systems Director or authorized
representative. All such approved construction work on and improvements to the Premises
shall comply fully with the Americans with Disabilities Act of 1990, as amended.
9. PARKING.
Lessee shall have the right to use the designated public parking areas to the extent
available and in accordance with policies established by the Director of Airport Systems or
authorized representative, for the parking of company vehicles and the vehicles of its
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 6 of 17
employees, licensees or invitees, subject to all ordinances and regulations of the City of
Fort Worth and all other applicable laws.
10. USE OF PREMISES.
Lessee agrees to use the Premises exclusively for the purpose of construction company
office space, as approved by the Department of Aviation. Any proposed change to the use
and activity within the lessee space must be approved by the Department of Aviation prior
to the change occurring.
11. SIGNS.
Lessee may, at its own expense and with the prior written approval of the Airport Systems
Director or authorized representative, create, install, and maintain signage. Such signs,
however, must be in keeping with the size, color, location and manner of display of other
signs throughout the Administration Building. In addition, Lessee may not install a sign
outside the Administration Building on Lessor's property without prior written approval by
the Airport Systems Director or authorized representative as to the sign's placement,
appearance, construction, and conformity with applicable City Code restrictions.
The Meacham Administration Building's location sign on Main Street is part of the
airport's Unified Signage Agreement. All associated signage panels must be approved and
procured by the lessor. The lessee will remit payment in advance to the lessor for the sign
panel cost.
Lessee shall maintain all signs in a safe,neat, sightly and physically good condition. Lessee
agrees to pay Lessor for any damage, injury or necessary repairs to the Premises resulting
from the installation, maintenance or removal of any such sign. Lessee also agrees to
remove any signs at its own expense immediately upon receipt of instructions for such
removal from the Airport Systems Director or authorized representative.
12. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
12.1. All fixtures and items permanently attached to any structure on the Premises belong
to Lessor, and any additions or alterations made thereon, shall immediately become
the property of Lessor.
12.2. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building
or other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or
future avigational or navigational aids used at the Airport.
12.3. Lessor reserves the right to close temporarily the Airport or any of its facilities
for maintenance,improvements,safety or security of either the Airport or the public
or for any other cause deemed necessary by Lessor. In this event, Lessor shall in
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 7 of 17
no way be liable for any damages asserted by Lessee, including, but not limited to,
damages from an alleged disruption of Lessee's business operations.
12.4. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government which relates to the
operation or maintenance of the Airport and is required as a condition for the
expenditure of federal funds for the development,maintenance or repair of Airport
infrastructure.
12.5. During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area,to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for
any loss or damages alleged by Lessee as a result of this action. However, nothing
in this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government.
12.6. Lessor covenants and agrees that during the term of this Lease it will operate
and maintain the Airport and its facilities as a public airport consistent with and
pursuant to the Sponsor's Assurances given by Lessor to the United States
Government through the Federal Airport Act; and Lessee agrees that this Lease and
Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's
Assurances.
13. INSURANCE.
13.1 Types of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified herein, naming the City of Fort Worth as an
additional insured and covering all public risks related to the leasing, use,
occupancy, maintenance, existence or location of the Premises. Lessee shall obtain
the following insurance coverage at the limits specified herein:
• Commercial General Liability:
$300,000.00 per occurrence
(including Products and Completed Operations)
In addition, Lessee shall be responsible for all insurance to any approved
construction, improvements,modifications or renovations on or to the Premises and
for personal property of Lessee or in Lessee's care, custody or control.
13.2. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types and limits of coverage and
increased limits on existing coverages, are subject to change at Lessor's option, and
Lessee will accordingly comply with such new requirements within thirty(30) days
following notice to Lessee.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 8 of 17
13.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with a certificate of insurance signed by the underwriter as proof that it has
obtained the types and amounts of insurance coverage required herein, and Lessee
shall submit a similar certificate of insurance annually to City on the anniversary
date of the execution of this agreement. Lessee hereby covenants and agrees that
not less than thirty (30) days prior to, or as soon as practical before the expiration
of any insurance policy required hereunder, it shall provide Lessor with a new or
renewal certificate of insurance. In addition, Lessee shall, on demand, provide
Lessor with evidence that it has maintained such coverage in full force and effect.
13.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at the airport and to
provide that no material changes in coverage, including, but not limited to,
cancellation, termination, nonrenewal or amendment, shall be made without thirty
(30) days' prior written notice to Lessor.
14. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or
employee of Lessor. Lessee shall have the exclusive right to control the details of its
operations and activities on the Premises and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons,
licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall
not apply as between Lessor and Lessee, its officers, agents, employees, contractors and
subcontractors. Lessee further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between Lessor and Lessee.
15. INDEMNIFICATION.
LESSEE HEREB Y A SS UMES A LL LIABILITY AND RESP ONSIBILITY FOR PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,
INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING,
MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF
THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR..
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESSAND DEFEND LESSOR, ITS OFFICERS,AGENTS, SER VANTSAND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS
TO LESSEE'S BUSINESSAND ANYRESULTING LOST PROFITS)AND/OR PERSONAL
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 9 of 17
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF
THE PREMISES, EXCEPT TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR
OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY
AND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH ARISES OUT OF
OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS
OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, INVITEES, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL
MISCONDUCT OF LESSOR..
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON
ON THE PREMISES OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS, AND WHICH MAY BE
STOLEN, DESTROYED OR IN ANY WAY DAMAGED; AND LESSEE HEREBY
INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUCH
CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR..
16. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage
or personal damage, injury or death, Lessee hereby expressly waives its rights to plead
defensively any such immunity or exemption as against Lessor.
17. TERMINATION.
Upon termination of this Lease, all rights, powers and privileges granted to Lessee
hereunder shall cease and Lessee shall immediately vacate the Premises. Lessee agrees
that it will return the Premises and all appurtenances and improvements thereon in good
order and repair and in the same condition as existed at the time this Lease was entered
into, subject to ordinary wear and tear. Lessor shall have the immediate right to take full
possession of the Premises and to remove any and all parties remaining on any part of the
Premises without further legal process and without being liable for trespass or any other
claim. Lessor shall also have the right to remove any and all fixtures or equipment that
may be found within or upon the Premises without being liable therefor. 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 the Lease or any act incident
to Lessor's assertion of its right to terminate.
18. NOTICES.
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True Aviation Partners,LLC—Suite 120 Page 10 of 17
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or (2) deposited in the United States Mail, postage prepaid,
addressed as follows:
To LESSOR: TO LESSEE:
City of Fort Worth True Aviation Partners
Aviation Department Christopher Fink
201 American Concourse, Suite 330 704 E. Bluff Street, Apt 5409
Fort Worth, Texas 76106-2749 Fort Worth, TX 76102
19. ASSIGNMENT AND SUBLETTING.
Lessee shall not assign, sell, convey, sublet or transfer any of its rights, privileges, duties
or interests granted by this Lease without the advance written consent of Lessor. Any such
transaction attempted by Lessee without prior written consent by Lessor shall be null and
void. If Lessor consents to any such transaction, the respective assignee or sublessee shall
consent to comply in writing with all terms and conditions set forth in this Lease the same
as if that party had originally executed this Lease.
20. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost
and expense, shall liquidate and discharge the same within thirty (3 0) days of such creation
or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of
this Lease and Lessor may terminate this Lease immediately. However, Lessee's financial
obligation to Lessor to liquidate and discharge such lien shall continue in effect
following termination of this Lease and until such a time as the lien is discharged.
21. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
22. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute
an immediate breach of this Lease.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 11 of 17
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of the City of Fort Worth and the City of Fort Worth Police, Fire and Health
Departments; all rules and regulations established by the Airport Systems Director; and all
rules and regulations adopted by the City Council pertaining to the conduct required at
airports owned and operated by the City, as such laws, ordinances, rules and regulations
exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its
officers, agents, employees, contractors, subcontractors, licensees or invitees of any
violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist
from and correct the violation.
In the event that laws or ordinances are amended in a manner that prevents Lessee from
using the Premises for the purpose of construction office space, Lessee shall have the right
to terminate the Lease, provided that Lessee must provide the City with written notice of
its intent to terminate not less than thirty (30) days prior to the effective date of such
termination.
22.1. Compliance with Minimum Standards and Schedule of Rates and Charges:
Lessee hereby agrees to comply at all times with the City's Minimum Standards, as
may be adopted by the City Council from time to time. Lessee shall be bound by any
charges adopted in the City's Schedule of Rates and Charges, as may be adopted by
the City Council from time to time.
23. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of age, race, color, national origin, religion, disability, sex, sexual orientation,
transgender, gender identity or gender expression. Lessee further agrees for itself,
its personal representatives, successors in interest and assigns that no person shall be
excluded from the provision of any services on or in the construction of any improvements
or alterations to the Premises on grounds of age, race, color, national origin, religion,
disability, sex, sexual orientation, transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
24. LICENSES AND PERMITS.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 12 of 17
Lessee shall,at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its business at the Airport.
25. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, the City of Fort Worth does not
waive or surrender any of its governmental powers.
26. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
27. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Lease or by Lessee's operations on the Premises, venue for such action shall lie in state
courts in Tarrant County,Texas, or the United States District Court for the Northern District
of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws
of the State of Texas.
28. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.
29. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
30. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease,but shall not be held liable for any delay in or omission
of performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other cause beyond the reasonable control of the parties.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 13 of 17
31. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
32. ENTIRETY OF AGREEMENT.
This written instrument, including any documents incorporated herein by reference,
contains the entire understanding and agreement between Lessor and Lessee, its assigns
and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provisions of this Lease. The terms and conditions of this Lease shall
not be amended unless agreed to in writing by both parties and approved by the
City Council of Lessor.
33. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority
has been granted by proper order,resolution, ordinance or other authorization of the entity.
Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
34. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE.
Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Lease,Lessee certifies that Lessee's
signature provides written verification to the City that Lessee: (1) does not boycott Israel;
and(2) will not boycott Israel during the term of the Lease.
[Signature Pages to Follow]
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
Trate Aviation Partners,LLC—Suite 120 Page 14 of 17
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples
on this the -day of ,2018.
CITY OF—FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: 3ho%8
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument,and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ' ,}-1, day
Hd,i'c;. ,2018.
TRIKINVA L JOHNSON
:Notary Public, State of Texas Notary Pub is in an for the State of Texas
Comm. Expires 04-17-2018
Notary ID 1238832-0
APPROVED AS TO FORM ATTEST:
AN7a4igeMeDane
ITY:
By: ' v t,� (•�.t� By:
ary J. K#96
Assistant City Attorney City Secre �F. l
M&C: -aocfro7o * �"OF
M&C Approval Date:
Form 1295: 918.
�AS
Y
OFFICIAL, ]TX
CITY SECR
FT.WORT
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 15 of 17
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.
Anne-Marie Stowe
q 66?V�
Title
LESSEE: ATTEST:
TRUE AVIATION PARTNERS
By: Q��_E��& By:
Christopher Fink,
President
Date: Q 6q— 0 l P)
STATE OF TEX/AS• §
COUNTY OF � §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Thomas Nelson, 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 True
Aviation Partners,LLC,and that he executed the same as the act of True Aviation Partners,LLC,
for the purposes and consideration therein expressed and in the capacity therein stated.
%40-
4_IYEN UNDER MY HAND AND SEAL OF OFFICE this day of
2018.
ANNE-MARIE STOWE
Notary Public,State of Texas Notary Public in and for the State of Texas
=v y= Comm.Expires 05-01-2018
Notary ID 45976-5
OFFICIAL RECORD
CITY SECRETARY
FY.WORTH,TX
Fort Worth Meacham Intemational Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 16 of I7
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JOB NO: 09053-00
DATE: 3 FEB 2017
SHEET: LL-2
EXHIBIT "B"
MANDATORY IMPROVEMENTS
Approximately 2,292 of office space
• All mandatory improvements for Suite 120 must be completed in accordance with Section
4.
• Construction of office space finish-out will be completed within twelve (12)months of the
execution of the Agreement and approved by the Director or authorized representative.
Fort Worth Meacham International Airport Administration Building Office Lease Agreement
True Aviation Partners,LLC—Suite 120 Page 17 of 17
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/20/2018
DATE: Tuesday, March 20, 2018 REFERENCE NO.: **C-28628
LOG NAME: 55FTW TRUEAVIATION ADMINBLDG120
SUBJECT:
Authorize Execution of Administration Building Office Lease Agreement with True Aviation Partners, LLC,
for Suite 120 at Fort Worth Meacham International Airport(COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Administration Building Office Lease
Agreement with True Aviation Partners, LLC, for Suite 120 at Fort Worth Meacham International Airport.
DISCUSSION:
Staff has received a request from True Aviation Partners, LLC (True Aviation) to lease approximately
2,292 square feet of first level office space at the Meacham Administration Building located at Fort Worth
Meacham International Airport.
True Aviation has agreed to execute a new 5-year Lease Agreement for Suite 120, consisting of
approximately 2,292 square feet of first level office space at a rate of$16.00 per square foot. The Initial
Term of this Lease shall commence on the date Lessee's tenant improvements are complete and a
Certificate of Occupancy is issued from the City of Fort Worth. The Lease will include three five-year
options to renew for a total of an additional 15 years, bringing the total Lease term to 20 years. Total
revenue received from the Lease will be in the amount of$36,672.00 per year, payable in monthly
payments of$3,056.00 per month. On October 1, 2018, and on October 1st of each year thereafter during
both the initial term and any renewal term, True Aviation's rental rate will be adjusted to comply with the
rates prescribed for the premises by the City's Schedule of Rates and Charges in effect at the respective
time.
True Aviation has elected to perform, at its sole cost, the tenant finish-out of Suite 120. The tenant finish-
out cost is currently estimated at approximately $160,440.00. The City has agreed to a tenant finish-out
period of no more than 24 months, during which the rent, in accordance with market standard, shall be
structured to offset an amount equal to no greater than 50 percent of the tenant finish-out cost in a manner
consistent with the Aviation Department's written policy.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit
of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund.
Logname: 55FTW TRUEAVIATION ADMINBLDG120 Page 1 of 2
FUND IDENTIFIERS (FIDS):
TO
Fund Department ccoun Project Program ctivity Budget Reference # mount
ID ID Year Chartfield 2
FROM
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartfield 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Anne-Marie Stowe (5415)
Additional Information Contact: Jeff Kloska (5406)
ATTACHMENTS
1. Exhibit A Admin Bldg Suite 120.pdf (Public)
2. Form 1295 True Aviation (003).pdf (Public)
3. Map Admin Bldg True Aviation120.pdf (Public)
Logname: 55FTW TRUEAVIATION ADMINBLDG120 Page 2 of 2
DocuSign Envelope ID:419E8DEE-F779-4DE0-8900-B55555267DAC ov
C a
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-321095
True Aviation Partners LLC
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 03/02/2018
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Meacham Airport Admin Building
Office Space/Suite 120
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Fink,Christopher Fort Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is Christopher Fink and my date of birth is 12/13/1983
Myaddressis 201 American Concourse, Suite L26 Fort Worth TX 76106 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Tarrant County, State of Texas —on the 2 day of March 20 18
(month) (year)
DocuSigned by:
Signa re 91,gy r @g#gent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523