HomeMy WebLinkAboutContract 51704 C-77 S":OR A
FORT WORTH MEACHAM INTERNATIONAL AIRP °+ �.
p GROUND LEASE AGREEMENT
„ v LEASE SITE 14C
N I% �,e` FW AMERICAN AERO LAND COMPANY,LLC
` 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 FW AMERICAN AERO LAND COMPANY,
LLC ("Lessee"), a Delaware limited liability company, acting by and through ,Tay H. Hebert, its
duly authorized Vice President.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
I. PROPERTY LEASED.
Lessor hereby demises to Lessee 269,230 square feet of ground space ("Ground") at Fort
Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas,
identified as Lease Site 14C, ("Premises"), as shown in Exhibit "A", attached hereto and
hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Tern") shall commence on the date that is
thirty (30) days following the completion of the Airport Midfield Redevelopment
Project ("Project"), a date that will be known as the "Commencement Irate", and
will expire at 11:59 p.m. on the day that is one (1) day prior to the thirtieth (30t11)
anniversary of the Commencement Date. The effective date of the Lease ("Effective
Pate") shall be the date the last parry signs this Lease, as indicated below. The parties
agree that upon completion of the Project, the parties will execute a Commencement
Date Memorandum, in the form attached hereto as Exhibit"D."
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have one (1) option to renew
for an additional ten (10)years (a"Renewal Term"). In order to exercise an option to
r ,1Y renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less
DEC' than
ninety (90) days and no more than one hundred eighty (180) days prior to the
2 V expiration of the Initial Term.
FW American Aero Land Company,LLC—Lease Site 14C OFFICIr�@ 720
Ground Lease
't
Fort Worth Meacham International Airport CITY EC: R ET �
Page] of26 i
F7 WORTH, TX
2.3. Hoidaver.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this
action will create a month-to-month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates
provided by Lessor's Schedule of Rates and Charges or similarly published. schedule
in effect at the time of the Holdover. The hangar rate will be adjusted to equal the then
Fair Market Value, as determined by Lessor's market analysis. In no case shall the
hangar rate be less than the value assessed upon completion of a property appraisal
completed by a third party vendor that has been approved and secured by Lessor. A
ten percent (10%) increase will be added to the Fair Market Value rate until a new
lease agreement is approved and executed. The holdover period will not exceed six
(6) months from the time the current lease agreement expires. Upon the expiration of
the holdover period, the City may exercise all legal rights and remedies available,
including but not limited to eviction.
3. COMPENSATION.
Upon the Effective Date, Lessee agrees to pay Lessor, in consideration for this Lease. an
annual payment of forty three seventy-six dollars and 80/100 ($43i076.80), payed in monthly
installments of three thousand five hundred and eighty nine dollars and 731100 ($3,559,73).
These monthly payments will cease at 11:59 p.m. on the day prior to the Commencement
Date. It is understood that such consideration will be prorated for any partial month.
4. RENT.
4.1. Ground Rate.
Lessee shall begin the payment of rent for the Ground on the Commencement Date.
Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground, the
published rate per square foot as indicated on the most current Schedule of Rates and
Charges at the time of the Commencement Date,payable in monthly installments.
4.2. Rate Adiustments.
4.2.1.. Consumer Price index Adjustments.
The rental rates under this Lease are based on Lessor's current published
Schedule of Rates and Charges. Rental rates are subject to increase beginning
October 1, 2019, and on October Ist of any subsequent year during the Initial
Term and any Renewal Term, to reflect any upward change in the Consumer
Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the
United States Department of Labor or successor agency (i) for the first
increase, since the Effective Date of this Lease and (ii) for each subsequent
increase, since the effective date of the Iast increase (the "Annual Rent
Adjustment"); provided, however, that Lessee's rental rates shall not exceed
the then-current rates prescribed by Lessor's published Schedule of Rates and
Charges for a ground lease at the Airport.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 2 of 26
4.2.2. Five-Year Adjustments,Ground Rate.
In addition to the Annual Rent Adjustments, on October 11t, of the
anniversary year which is five years from the Commencement Date, and
every fifth (5th) year thereafter for the remainder of the term of the Initial
- Term, the Ground rental rate shall automatically be adjusted to equal the then-
current rates prescribed by the Schedule of Rates and Charges for the type or
types of property at the Airport similar to the type or types of property that
comprise the Premises.
4.3. .Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1 st) 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 16. 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.
S. CONSTRUCTION AND IMPROVEMENTS.
5.1. MandatoKy Improvements.
As additional security for this Lease, Lessee covenants and agrees that it shall
construct not less than 50,000 square feet of improvements for hangar, office or other
aviation related uses (the "Mandatary Improvements"), as referenced in Exhibit
W'. Lessee may construct the Mandatory Improvements in one or more Phases.
"Commencement of Construction" will be defined for all Phases of Mandatory
Improvements in this Lease as the date when a Construction Permit has been issued,
there has been an approved plan review, and breaking ground has occurred on the
property subject to this Lease.
5.1.1. Commencement of Construction for Phase One of the Mandatory
Improvements by Lessee shall begin on or before the first (1st) day alter the sixtieth
(60tI') month following the Commencement Date. Phase One shall consist of an
improvement of not less than 20,000 square feet. Lessee shall complete the
construction of Phase One and receive a Certificate of Occupancy for the Phase One
improvement no later than eighteen (18) months after construction commenced,
subject to extensions as set forth herein.
5.1.2. To the extent the Mandatory Improvements have not been completed. in Phase
One, Commencement of Construction for Phase Two of the Mandatory Improvements
by Lessee shall begin on or before the first (1st) day after the seventy-eighth (78`x')
month following the Commencement Date. Lessee shall complete the construction of
Phase Two and receive a Certificate of Occupancy for the Phase Two improvement no
FW American Acro Land Company,LLC—Lease Site I4C
Ground Lease
Fort Worth Meacham Imcmational Airport
Page 3 of 26
later than eighteen (18) months after construction commenced, subject to extensions as
set forth herein.
5.1.3: To the extent the Mandatory Improvements have not been completed in Phases
One and Two, Commencement of Construction for Phase Three of the Mandatory
Improvements by Lessee shall begin on or before the first (1st) day after the ninety-
sixth(96d')month following the Effective Date. Lessee shall complete the construction
of Phase Three and receive a Certificate of Occupancy for the Phase Three
improvement no later than eighteen (18) months after construction commenced,
subject to extensions as set forth herein.
5.1.4. Prior to the Commencement of Construction on any Phase of the Mandatory
Improvements, Lessor and Lessee shall mutually agree upon a Project Schedule for
such construction.
5.1.5. Construction shall be deemed complete when a Certificate of Occupancy has
been issued and provided to the Lessor by the Lessee ("Completion of Construction.")
At the Completion of Construction, Lessee shall provide to the Lessor: a copy of the
Certificate of Occupancy, a complete set of Record Drawings and/or As-Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Mandatory Improvements.
Lessee shall fully comply with all provisions of this Section 5 in the performance of any such
Mandatory Improvements. Should construction not be substantially completed as evidenced
by the issuance of a Certificate of Occupancy for any Phase within the applicable time period
set forth above, Lessee shall be in default and, subject to Lessee's right to cure set forth in
Section 15.2 below, Lessor shall have the right to terminate Lessee's rights to that portion of
the Premises that is dedicated to the applicable Phase and all subsequent Phases, and an
Amendment to the Lease shall be executed with a revision to Exhibit "A", Section 1, Section
4.1 and Section 5.1. All other provisions of this Lease shall remain in place for the Mandatory
Improvements completed, as set forth in this Section 5.1. Should construction not commence
for Phase 'One, Lessee shall be in default of this Lease and Lessor shall terminate Lessee's
rights to the Premises in its entirety, subject to Lessee's cure rights set forth in Section 15.2
below.
In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications
or conditions of this Lease in any way, an Amendment to the Lease shall be signed and dated
by both Lessor and Lessee and shall be attached to and made a part of this Lease and shall
supersede the previous terms, provisions, and specifications as specifically identified. Upon
issuance of the Certificate of Occupancy in each of the Phases or earlier termination of this
Lease, Lessor shall take full title to any Mandatory Improvements on the Premises.
The commencement and completion dates in this Section 5.1 are subject to the provisions of
Section 28 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.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 4 of 26
5.2. Discretiona!y Improvements.
Lessee may, at its sole discretion, perform modifications, renovations, improvements
or other construction work on or to the Premises (collectively, "Improvements") so
long as it first submits all plans, specifications and estimates for the costs of the
proposed work in writing and also requests and receives in writing approval from the
Director of Aviation or authorized representative ("Director"). Lessor agrees to
respond in writing to Lessee's requests for approval within thirty(30) calendar days of
receipt of such requests. Lessee covenants and agrees that it shall fully comply with
all provisions of this Section 4 in the undertaking of any such Improvements. Lessor
shall take full title to any Improvements on the Premises upon the expiration or earlier
termination of this Lease, provided that trade fixtures shall remain the property of
Lessee and may be removed so long as Lessee repairs any damage caused thereby.
5.3. Process for Approval of flans.
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.
5.4. 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.
5.5` Bonds Regnired 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
the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest
FW American Aero Land Company,LLC—i.ease Site I4C
Ground Lease
Fort Worth Meacham International Airport
Page 5 of 26
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.
5.6: Hands Required of Lessee's Contractors.
Prior to the commencement of any Mandatory Improvement or Improvement,
Lessee's respective prime contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, in the amount of the respective contract price to cover the
costs of all work performed under such contractor's contract for such Improvements.
Lessee's prime contractor shall also furnish a maintenance bond in an amount equal to
the contract price as security to protect Lessor against any defects in any portion of the
improvements. The maintenance bond shall remain in effect for two (2)years after the
date of final acceptance of the improvement by the Lessor. Lessee shall provide
Lessor with copies of such bonds prior to the commencement of such Improvements.
The bonds shall guarantee (i) the faithful performance and completion of all
construction work in accordance with the final plans and specifications as approved by
Lessor and (ii) full payment for all wages for labor and services and of all bills for
materials, supplies and equipment used in the performance of the construction.
contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee
serves as its own contractor, Section 4.5. shall apply.
5.7, releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed
construction work or (ii), where Lessee uses a contractor, receipt of the contractor's
invoice and verification that the contractor has completed its work and released Lessee
to the extent of Lessee's payment for such work, including bilis paid, affidavits and
waivers of liens.
6. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly
in accordance with the terms and conditions of this Lease. Lessee shall have the right to
sublease portions of the Premises, including individual hangars, to various third parties
("Sublessc-es") for aviation-related purposes only under terms and conditions acceptable to
and determined by Lessee, provided that all such arrangements shall be in writing and
approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for
any portion of the Premises shall contain terms and conditions that (i) do not conflict with
Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of
this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation-
related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar
FW A3nerivan Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 6 of 26
facilities in a fair and non-discriminatory manner. Lessee shall use a standard lease form for
all Sublessees and shall submit a copy of such standard lease form, including rental rates, to
the Director prior to Lessee's execution of its first lease and from time to time thereafter
following any material changes to such lease form, including, without limitation, any changes
to Lessee's rental rates for portions of the Premises. Lessee may make non-material
modifications to its standard lease to the extent that such are not contrary to Lessor's
Sponsor's Assurances.
7. REPORTS,AUDITS AND RECORDKEEPINO.
Lessor reserves the right to require Lessee to_provide Lessor with a written annual report, in a
form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the
Premises in the immediately preceding calendar year. If required, such written annual report
shall be provided to Lessor within thirty (30) days following the end of the preceding calendar
year. Lessor may request, and Lessee shall promptly provide, similar reports on a more
frequent basis that reflect Lessee's rental rates for the period requested by Lessor. These
reports shall be delivered to Lessor's Department of Aviation at the address provided in
Section 15. In addition, Lessee shall keep and maintain books and records pertaining to
Lessee's operations at the Airport and other obligations hereunder in accordance with
Lessee's current basis of accounting or, if Lessee changes such basis, in a manner satisfactory
to Lessor's Internal Auditor and at a location within the City of Fort Worth. Lessee's basis of
accounting will be deemed to be to the satisfaction of Lessor's Internal Auditor if it is in
compliance with industry standards or generally accepted accounting principles. Upon
Lessor's request and following reasonable advance notice, Lessee will make such books and
records available for review by Lessor during Lessee's normal business hours. Lessor, at
Lessor's sole cost and expense, shall have the right to audit such books and records in order to
ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor
to the Federal Aviation Administration.
S. 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 (`Vales"), as they exist or may hereafter be
amended.
9. MAINTENANCE AND REPAIRS.
9.1. 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
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 7 of 26
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement on
the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents,
servants, employees, contractors, subcontractors, licensees or invitees, and Lessee
- agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and
expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other
personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered by
Lessee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas
or odors, or from causes of any other matter.
9.2. 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.
9.3. Inspections.
9.3.1. 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.
9.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee
in writing. Lessee agrees to begin such maintenance or repair work diligently within
thirty (30) calendar days following receipt of such notice and to then complete such
maintenance or repair work within a reasonable time, considering the nature of the
work to be done. If Lessee fails to begin the recommended maintenance or repairs
within such time or fails to complete the maintenance or repairs within a reasonable
time, Lessor may, in its discretion, perform such maintenance or repairs 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.
9.3.3. 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.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Port Worth Meacham International Airport
Page 8 of 26
9.3.A. 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.
9.4. Environmental Remediatim.
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 WHAT 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 INVITEE..
10. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install and
maintain signs on the exterior of the hangar or Premises related to Lessee's business
operations. Such signs, however, must be in keeping with the size, color, location and manner
of display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat,
sightly and physically good condition.
11, RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
11.1_ Lessor reserves the right to tape 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.
11.2. 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.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fors:Worth Meacham International Airport
Page 9 of 26
11.3. 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.
11A. During any war or national emergency, Lessor shall have the right to lease any part of
the Airport, including its landing area, to the United States Government. In this event,
any provisions of this instrument which are inconsistent with the provisions of the
lease to the Government shall be suspended. Lessor shall not be liable for any loss or
damages alleged by Lessee as a result of this action. However, nothing in this Lease
shall prevent Lessee from pursuing any rights it may have for reimbursement from the
United States Government. If any lease between Lessor and the United States
Government executed pursuant to this Section 10.4 directly causes a Limitation for a
period of less than seven (7) calendar days, this Lease shall continue in full force and
effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor
shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If
Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the
Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180)
days, then for such period (i) Lessee may suspend the payment of any rent due
hereunder, but only if Lessee first provides adequate proof to Lessor that the
Limitation has directly caused Lessee a material loss in revenue; (ii) subject to
ordinary wear and tear, Lessor shall maintain and preserve the Premises and its
improvements in the same condition as they existed on the date such Limitation
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.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 10 of 26
1.1.5. 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.
11.6. Lessee's rights hereunder shall be subject to all existing and future utility and drainage
easements and rights-of-way granted by Lessor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water,
sewer, communication or other utility companies. Lessee's rights shall additionally be
subject to all rights granted by any ordinance or statute which allows utility companies
to use publicly-owned property for the provision of utility services.
1.1.7. 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.
1.2. 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 `yC", the "City of Fort Worth Aviation
Insurance Requirements"attached hereto and made part of this Lease for all purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
12.11. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits on
existing coverages, are subject to change at Lessor's option and as necessary to cover
Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly
comply with such new requirements within thirty(30) days following notice to Lessee.
12.2 Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance specified to be maintained by a commercial tenant as more
particularly set forth in Exhibit "C", which is attached hereto and incorporated herein
for all purposes.
12.3 As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor
with appropriate certificates of insurance signed by the respective insurance
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 1 I of 26
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30) days
prior to the expiration of any insurance policy required hereunder, it shall provide
Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at
Lessor's request, provide Lessor with evidence that it has maintained such coverage in
full force and effect.
13. 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.
14. 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, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
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
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lcase
Fort Worth Meacham International Airport
Page 12 of 26
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 TILE AIRPORT FROM THE PREMISES
1.5. TE1tMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right
to terminate this Lease as follows:
15A. Fadure b Lessee to Pay hent 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.
1.5.2. 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.
15.3. 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.
FW American Aero Land Company;LLC—Lease Site I4C
Ground Lease
Fort Worth Meacham International Airport
Page 13 of 26
15.4. Lessee's Eiinancial Obl' ations to Lessor upon Termination Dre'eh 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 15.1, 15.2 or 15.3 of this Lease,
Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder
of the term then in effect as well as all arrearages of rentals, fees and charges payable
hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be
construed as an election by Lessor to forfeit any of its rights under this Lease.
15.5. Ri khts 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.
16. NOTICES,
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered (i)when hand-delivered to the other party at such addresses listed below,
or at such other addresses as the receiving party designates by proper notice to the sending
party, or (ii) three (3) days after being deposited in the United States Mail, postage prepaid,
addressed as follows:
To LESSOR: To.LESSEE:
City of FortWorth FW American Aero Land Company, LLC
Aviation Department ATTN: Jay H. Hebert
4201 N Main St, Suite 200 251 American Concourse
Fort Worth, TX 76106 Fort Worth, Texas 76106
17. ASSIGNMENT AND SUBLETTING.
17.1. In General.
Lessee shall have the right to sublease portions of the Premises as provided by and in
accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell,
convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham tntemationat Airport
Page 14 of 26
17.2. Conditions of Approved Ass gnments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and agreements
set forth in this Lease shall apply to the assignee or sublessee, and such assignee or
sublessee shall be bound by the terms and conditions of this Lease the same as if it had
originally executed this Lease. The failure or refusal of Lessor to approve a requested
assignment or sublease shall not relieve Lessee of its obligations hereunder, including
payment of rentals, fees and charges.
18. LIENS BV LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
filing. Lessee's failure to discharge any such purported Iien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in
effect following termination of this Lease and until such a time as the lien is discharged.
19: 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.
20. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the
Premises and Lessee immediately shall remove from the Premises any person engaging in
such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations, and minimum standards of Lessor; all rules and regulations and minimum
standards established by the Director; and all rules and regulations and minimum standards
adopted by the City Council pertaining to the conduct required at airports owned and operated
by the City, as such laws, ordinances, rules and regulations, and minimum standards exist or
may hereafter be amended or adopted. If Lessor notifies Lessee in accordance with Section
15 above of any violation of such laws, ordinances, rules or regulations, Lessee shall
immediately desist from and correct the violation.
20.1 Compliance with Minimum Standards and Schedule of Rates and Chatges•
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. Subject to Article 4 above,
FW American Aero Land Company,LLC--Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 15 of26
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.
21. 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.
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.
22. 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.
23. GQVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender
any of its governmental powers.
24. 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.
2S. 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
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham hitemational Airport
Page 16 of26
District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the
laws of the State of Texas.
26. 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.
27. 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.
28. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as
set forth in this Lease, but shall not be held liable for any delay in or omission of performance
due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of
omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems and/or any other cause beyond the reasonable control of Lessor or
Lessee.
29. 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.
30. HEADINGS NOT CON`>r'ROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be deemed
a part of this Lease.
31. 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
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham tnternational Airport
Page 17 of 26
Lessee's signature provides written verification to the City that Lessee. (l) does not boycott
Israel; and(2) will not boycott Israel daring the termor of the Lease.
32. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
[Signature Pages Follow]
FW American Aero Land Company,LLC—Lease site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 18 426
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples on this
the 21.4, day of Dem,,,f ee. ,2018.
CITY OF FORT
W//O�1RTH-
By: ��tr. ,dwC�•o„�—�—, ,��
Fernando Costa
Assistant City Manager
Date: /VIZI�e
STATE OF TEXAS §
COUNTY OF TARR.ANT §
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 Fart Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GWEN UNDER MY HAND AND SEAL OF OFFICE this day
Dzcu:lt ,2018.
y ID#124144746 ri �
�Fq 2,2022 Notary Public in and for the State oOFexas
APPROVED AS TO FORM ATTEST: 0.RT,GJ�
AND LEGALITY:
By: By:
Thomas Royce Hansen, aryav r '
Assistant City Attorney City Secreta y
M&C: C-28931
Date: November 13,2,018
1295 Certificate Number: 2018-414116
OFFICIAL kE ORD
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease CITY SECRETARY
Fort Worth Meacham International Airport
page I9 of 26 F Y• WORTH V
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and administration
ofthis c ract, including ensuring all performance and reporting requirements.
Leasin Coordinator
Print Name
LESSEE.-
FW
ESSEE:FW AMERICAN AERO LAND
COMPANY,LLC
By: dfe6 L.—
Jay ebert, Vice President
Date: 11-1-199 Y
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 Jay Ho Hebert, 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 FW AMERICAN
AERO LAND COMPANY, LLC and that s/he executed the same as the act of FW AMERICAN
AERO LAND COMPANY, LLC for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day
_&g4j i- ' 2018,
'A�
LISAABERNATHY Notary Public in and for the—Stoc of Texas
!Nota►Pft.Stale of Texas
Wry ID 34-6
guy aonw,�,�,rya.oea�-ate
FW American Aero Land Company,LLC—Lease Site l4C '�°
Ground Lease CITY
RY
Fort Worth Meacham International Airport FT WORTH, TX
Page 20 o1`26
EXHIBIT A_SURVEY
REAL PROPERTY DESCRIPTION AND MAP
FOR
LEASE SITE 14C
The Premises shall constitute Parcels L, K and M as shown on the following map. If the square
footage of the Ground changes due to the Midfield Taxiway Redevelopment, including, without
limitation, modifications to the planned new taxiways, then a new Exhibit A shall be incorporated by
amendment and the Lease will be amended to reflect (i) the appropriate square footage, and (ii) the
revised rental amount based on the revised square footage. In the event that any revisions to the
planned Midfield Taxiway Redevelopment increases or reduces the square footage of the Ground by
more than twenty percent (20%) or would be materially adverse to Lessee's use of the Premises as
determined by Lessee, then Lessee shall have the right, upon thirty (30) days written notice to Lessor,
to terminate all or a portion of the Lease.
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 21 of26
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FW American Aero Land Company,[„LC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 22 of26
EXHIBIT "B"
MANDATORY IMPROVEMENTS
Approximately 50,000 Square Feet Hangar of Improvements
• The Mandatory Improvements, as defined in Section 4 of the Lease, for Lease Sites 14C must be
completed in accordance with Section 4 of the Lease. The Mandatory Improvements may be
constructed in one or more Phases.
• Lessee shall submit a 7460 Notice of Proposed Construction of any hangar to be completed as part of
the Mandatory Improvements to the FAA no less than sixty (60) calendar days prior to the
commencement of construction.
• Commencement of Construction for Phase One of the Mandatory Improvements by Lessee shall
begin on or before the first (I") day after the sixtieth (601h) month following the Commencement Date
of the Lease. Phase One consists of an improvement of not less than 20,000 square feet. Lessee shall
complete the construction of Phase One and receive a Certificate of Occupancy for the Phase One
improvement no later than eighteen (18) months after construction commenced, subject to extensions as
set forth in the Lease.
• To the extent the Mandatory Improvements have not been completed in Phase One, Commencement
of Construction for Phase Two of the Mandatory Improvements by Lessee shall begin on or before
the first (I") day after the seventy-eighth (78th) month following the Commencement Date of the
Lease. Lessee shall complete the construction of Phase Two and receive a Certificate of Occupancy for
the Phase Two improvement no later than eighteen-(18) months after construction commenced, subject
to extensions as set forth in the Lease.
• To the extent the Mandatory Improvements have not been completed in Phases One and Two,
Commencement of Construction for Phase Three of the Mandatory Improvements by Lessee shall
begin on or before the first (I") day after the ninety-sixth (96"') month following the Commencement
Date of the Lease. Lessee shall complete the construction of Phase Three and receive a Certificate of
Occupancy for the Phase Three improvement no later than eighteen (18) months after construction
commenced, subject to extensions as set forth in the Lease.
*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 phase or improvement at a time.
Should the Lessee elect to complete multiple phases simultaneously, then the provisions of one or more
phases could be met earlier than provided by the requirement, but, except as otherwise set forth in the
Lease, by no means can construction extend beyond these requirements unless an amended Exhibit
"B" is signed and dated as per Section 4.T.
FW American Aero Land Company,LLC—Lease site 14C
Ground Uase
Fort Worth Meacham International Airport
Page 23 o£26
Vkt FWOX M
M LU I LIN EXHISr C-M;NIMUM INSURANCE REQUIRZMENTS
Cwnrnereiacategory prope!`tY H-garkeep— En*onrrwitd Aircraft and Passenger Automobile LiabIlity (TO
Insurance General Liability Impairment Aircraft
Include Hfred&Non-ovmed
Liability Liabilityvehideas3
FL4*d Wag LLPwam ir-6OL9 I yes z5,000,000 $5,000,000 $1,000,000
ArEren MWWWCO COw*X Wd
A*Mln w lrubr3arFa�Mwiwmime IM0,000
Opwrmh7-PlEicri
ALruaff K%riWwm*Op"or lmd
AvwnEs cr inunksm-it rdurdwww.3 s $5,000,000 1.000,00G
i NrAkw-Twmine —
Awk-pirg nr hltgs umdrd f.I&hhwtww,*
Cvli 1
AleCtiM KwAal Cr Fpt Trwrft
-,a $1.000,000 1.000,000
Oparida I VGG.Ompassawsr
CP.MW:C.Airt=t*t $6,00U,OMoccurrewa
11Y-6xXIM;Ent 40piEFHOF
7
All criM SWiss OpECBkX S1.000,000 $1,0MOU01occutrame
QJP41r*w
3 1,000,000
AOM153.NU%A.4 Roe Fmpriatff 250MO
Cr.vsr Conwiwt-ml Aah2ited'
Tor powy SpWill!"4ima A%dabw
SwIce 10ceTaLD $
NVI,-C«MMMAI $1,000,000 7 $30Q,OMoccurrence S M0,000
Nr3n-Cw.vrerJ-A I"Clubub 7 SUCUMoccurrence
R77a—Mir'M OR swUll"Ll-6
PMTNIi9E e-10 rll�m ffij�Qr&VAa%l
wmcommamei Self-rLemirg
F*rn7L" $500,000 S3W.000icccurrence 5 250,000;
(Ar1wvo%*:FLft e-4-OxUrm I
7
Bal m4nWr.T-Hm-zw CommaAry $uM,ox $300,OMoccurfence 5 250000
Hangar I
cMhal 'fnwT&xe Tequirsments subject to determination b'y Avislion Depwtnent and Rrk Management.
AddibLcai tnsurance RequIrements
-Lessee's pollc?es are to I�primary to any other valid and cokectiblp M avaiiabte to The City
shall include a tqaNel of Subrogallon In favor of the C�y(Temporary SASO must also include Airport Lessee)
-The C14,of Fort woft shelf ke named as AcidtonaHnsured(Ternporary&A;O must also include Airport Leswe)
-PoWes BPI have no exciusions by*ndwsement,veNch.neither nuflify or amend the required lines ofcoverage,nor decrease the lirnits of said coverage
1 Coverage W aircrnff should be ecluivaient to the average aircraft v*je at one time and ewerage Per occuqance shmid be equivalent to the aavarago of the
mwdrmirn value of tcbt aircraft stone We,taut rKA less than the amount noted above
`Must miude Negikgenf Insftocton Coverage
If aircraft storage operator is provkiing subleasing space,foi aircraft stere
Only refired hx those providing tligM imtnKlim
Depends on temis of ti-e lease agreement
If vohfcse pa*ed landslde-ate minimmns wotAd aWy
7 Cover age may be provided by endorseniant
Avis tiOn MiniMum Standards, Cky of Fort Worth AOSW Department(0&03=14)
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham International Airport
Page 24 of 26
DEFINITIONS:
Coverage for the Suhding includes(baa is not limited to)the building and stmctures,completed additions Ica covered
buildings,otntdscyr fbdUres,permar ently installed fixtures,machinery and equipment. The building material Lmad to
maintain and service the insured's premises is also bsured. Business Personal Property maned by the insured and
users in the insured's business is covered for direct loss or da€nage. Tie coverage induci°es(but is not limited tot
furniture and fbtaares,stock,improvements and betterments,Teased property for wNch you have a contractual
obtigation to insure and severe€other similar business property was when not specifically exct ded from coverage.
The paiwy�.a6a designed to protect the insured against loss or damage to the Personal Property of Utlaers £i
in the insured's care,custodv and control,
I ROVER'FY INSURANCE
Bus?iess Income(sometimes caller!Business Interruption)of wds protection against the bss of earnings of a
business during the time required to rebuild or repa"r covered property damaged or destroyed byre or some other
insured cause of fess"
Extra E=xpense alioves coverage for those additional expenses over and above normal operating expenses paid due
to damage to covered property from a covered cause Of kiss. Tea,--expenses could include real,utilities,moving
expenses,telephone,advertising and iabcr.
This coverage protects the insured for Bodily injury or property damage to the third parties,for which they are legally
liable-The pogcy coders secclents occurring on the premises Of away from the gremdses. Coverage is provided for
injury or damages arising out of goods or products made or solei lay the,named insured, Coverage is afforded for
the named insured and employees of the narneci insured,havever,several individuals and organizations other than
the named insured may be covered€iepearding upon certain circumstances specified in the pori y. In addition to the
limits,the Policy Provides supptsmenta[payments for attorney fees.court costs and other expenses associated With
a claim or the defense of riaabilitysuit,
Coverage A-Bodily Injury and Property Damage Liability
COMINtERCIAL:GENERAL Bodily Injury means physical injury,sickness or disease,iriciuding cieatha Property Damage rneans physical ire ury
LIABILI'TY to tangible property,krcludirag the resoiting loss of use of that property.
Coverage 5-Personal Injury and Advertising Injury Liability
Persona'Injury moans false arrest,malicious prosecution.wrongful entry or eviction,iibel,slander and violations of
a person's right of privacy. Advertising Iryury means libel,siandor,disparagement,violations of a person's right of
privacy,misappropriation and copyright infringement,
Coverage C-Modica]Paymants
Medical Payments means medical expenses for bodily Lvjury caused by an accident.
Insures the hanger operator for legal ob4gatlons to pay damages dm to kris to an aircraft that occurs when fine
HANGA RKEEPERS aircraft is in the care;custodyor control of the insured for aafekee € stare
Eye: ge,service or repair.Ccaveraga
LIABILITY extends to liability claims involving aro aircraft°s ion,of use.
Insures the polution exposure asssaiated ivntit Che insured's property and operations,Including costs of cleanup and
remedial or corrective aation due to:a thid-party demand or a goveorarsrent order_The Potuticn exchrsion in general
EAFL IRC.)NTENTAL liabPity inset-ane effectively sl"aminates coverage for damages for bcdiy irgury,property damaije acrd c eanupx costs
IMPtRM LN-Ir L Irr BILI FY arising from most types of pollution events.Because of this,custom d protection for the pollution exposure of
numerous insurers in this category is essential.
Coverage geared specifically to the operation of aircraft and the risks involved in aviation.Aviation insurance
policies are disthr-tty different from those for rather areas of transportation and tend to incorporate aviation
AIRCRAFT ANU terminology,as well as termhGtogy,Rmits and Clams speck to aviation insurance_Passenger Eiabfity protects
FAS,SENGEIB LIABILTTLY Passengers riding ha the accident aircraft who are injured or(Med_In many countries this coverage is mandatory
only far commercial or large aircraft.Coverage is often sold ort a`per-seat`basis,with a specified lirn k for each
passenger seat,
The liability coverage of the Business Auto Poky provides protection against legal liability arising out Of the
AU-F0 vfQB1T,F I-IAt37 JJTY cmvr€esshiP,maintenance or use of any insured automata=le. The inswing agrearnee j agrees to pay for bodily injury
(TO 3NC LUD 1.11REL)&. or property damage for which the assured is legally responsible because of aro automobile accident. The policy also
NTON-OWNER VEHICLES) states that.in addition to ttre payment of damages,the insurer also agrees to defeyld the insured For all legal
defense cost. The deleense is in addition to the policy limits.
3s' I EIt OF event
agreement between two parties iri v&ch one party agrees to xtarcaive sugation rights against another in the
event oaf a bss. The intent is to prevent we party's insurer from:pursuing subrogation aga"mst the rather party.
SIUEId[=tGA"Fid)N
FW American Aero Land Company,LLC—Lease Site 14C
Ground Lease
Fort Worth Meacham Intemationa[Airport
Page 25 of26
Exhibit"D"
COMMENCEMENT DATE MEMORANDUM
THIS MEMORANDUM is made as of the day of 120 , by and
between The City of Fort Worth ("Lessor") and FW American Aero Land Company, LLC.
("Lessee").
Recitals:
WHEREAS, Lessor and Lessee are parties to that certain Ground Lease Agreement with an
effective date of (the "Lease") for certain leased premises (the "Leased
Premises") known as Lease Site 14C.
WHEREAS, the Midfield Redevelopement Project has reached substantial completion and
the Term of the Lease has commenced.
WHEREAS, Lessor and Lessee desire to enter into this Memorandum confirming the
Commencement Date, the expiration date of the Term, and other matters under the Lease.
NOW, THEREFORE, Lessor and Lessee agree as follows:
1. The actual Commencement Date is
2. The actual expiration date of the Term is
Capitalized terms not defined herein shall have the same meaning as set forth in the Lease.
LESSOR: LESSEE:
THE CITY OF FORT WORTH FW AMERICAN AERO LAND
a Texas Municipal Corporation COMPANY, LLC,
a Delaware Limited Liability Company
By: Jay H. Hebert
Its: Vice President
By: By:
Name: Jay H. Hebert, Vice President
Title: Assistant City Manager
City of Fort Worth, Teras
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/1312018
DATE: Tuesday, November 13, 2018 REFERENCE NO.: **C-28931
LOG NAME: 55FTW GRNDLEASEI4C LEASEAMEND6N8N AMERICANAERO
SUBJECT:
Authorize Execution of Amendment No. 2 to City Secretary Contract No. 29135 to Reduce the Ground
Space of Lease Site 6N and 8N and Authorize Execution of a New Ground Lease Agreement with
Mandatory Improvements for 269,230 Square Feet of Ground Space Known as Lease Site 14C with FW
American Aero Operating Company, LLC, at Fort Worth Meacham International Airport (COUNCIL
DISTRICT 2)
RECOMMENDATION.-
It
ECOMMENDATION:It is recommended that the City Council:
1. Authorize the execution of Amendment No. 2 to City Secretary Contract No. 29135 to reduce the
ground space of Lease Site 6N-8N with FW American Aero Operating Company, LLC, at Fort Worth
Meacham International Airport.
2. Authorize the execution of a new Ground Lease Agreement with mandatory improvements for 269,230
square feet of ground space known as Lease Site 14C with FW American Aero Operating Company, LLC,
at Fort Worth Meacham International Airport.
DISCUSSION:
On May 1, 2018, Mayor and Council Communication (M&C C-28674), City Council approved the
acceptance of a Texas Department of Transportation Aviation Division grant for the design and
construction of the Midfield Redevelopment Project at Fort Worth Meacham International Airport (Airport).
This project will remove the failed infrastructure encompassed in the closed Runway 9127 corridor so as to
redevelop the area in accordance with the Airport's Master Plan and Airport Layout Plan. The
redevelopment of the midfield area will create new taxiways that will stimulate hangar development
opportunities and provide increased economic viability for the Airport through lease revenue and fuel
flowage fees.
FW American Aero Operating Company, LLC (American Aero) currently holds the existing 6N and 8N
Lease (CSC No. 29135-CA1). In order to facilitate the required clearance to construct the new Taxiway G,
it is necessary to reduce the southern boundary of the current ground lease space by approximately
110,470 square feet. In recognition of the reduction in ground space the City has agreed to offer American
Aero new ground space, known as Lease Site 14C, as a part of the Midfield Redevelopment project at
Fort Worth Meacham International Airport.
The new Ground Lease will include a total of 269,230 square feet of ground space. American Aero will pay
a ground rate in accordance with the published Schedule of Rates and Charges at the time of
commencement. Commencement of the Lease will begin upon completion of the Midfield Redevelopment
Project.
Logname: 55FTW GRNDLEASE14C LEASEAMEND6N8N AMERICANAERO Page 1 of 2
Mandatory Improvements will be deferred for a period of 5 years after commencement of the lease. Until
completion of the Midfield Redevelopment Project, American Aero will compensate the City, in
consideration for the Lease Agreement, an amount of$43,076.80 annually.
The term of the new Ground Lease is recommended for thirty years, effective upon commencement of the
Ground Lease Agreement, with one 10-year option to renew, bringing the lease term to a total of forty
years. All terms and conditions of the lease agreement will be in accordance with City and Aviation
Department policies.
Rental rates shall be subject to an increase on October 1 st of any given year, based on the upward
percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. At no time
will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Five-year rate
adjustments will be applied to the ground rate starting on October 1, 2019 and every fifth year thereafter.
The FAA has stated that they had no objection to the Lease Agreement based on what has been
represented to them regarding its terms.
ADVISORY BOARD APPROVAL: On November 8, 2018, the Aviation Advisory Board voted to
recommend that the City Council approve this action.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION 1 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,
Ground Lease Revenue Account, which has total budgeted revenue in Fiscal Year 2019 of$2,032,490.00.
FUND IDENTIFIERS (FIDs1:
TO
n7l�
artment Accoun Project Program ctivity Budget Reference # rAmoun
ID ID Year ChartField 2 ®�
FROM
F'undl 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)
Jeff Kloska (5406)
Additional Information Contact' Anne-Marie Stowe (5415)
ATTACHMENTS
1. 1295 FW American Aero Operating. df (Public)
2. Map American Aero Meacham.pdf (Public)
Logname: 55FTW GRNDLEASE14C LEASEAMEND6N8N AMERICANAERO Page 2 of 2