HomeMy WebLinkAboutContract 53774 CITY SECRETARY
rj�C�IV CONTRACT NO., j-L±--..
APR -2 2020
CITYF��T FORT WORTH MEACHAM INTERNATIONAL AIRPORT
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C�I0PF'CRE7gRy� GROUND LEASE AGREEMENT
LEASE SITES 42N
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH("Lessor"), a home rule municipal corporation organized
under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized
Assistant City Manager, and AREA 51 HANGAR, LLC., ("Lessee"), acting by and through
]KENNETH BROADIE, its duly authorized President.
AGREEMENT
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 79,875 square feet of ground space ("Ground Space"),
known as Lease Site 42N ("Premises"), at Fort Worth Meacham International Airport
("Airport"), as shown in Exhibit"A", attached hereto and made a part of this Lease for all
purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on
April 1, 2020 ("Effective Date") and expire at 11:59 P.M. on March 31, 2050,
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 two consecutive
options to renew this Lease, each option for an additional successive term 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
AREA 51 HANGAR,LLC.
Hangar and Ground LeaseEjff2,Lease Site 42N
Fort Worth Meacham International Airport C 3ECR f
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no longer have any rights or interest in the Premises following the expiration of the
Initial Term and will have no rights to any Renewal Terms thereafter.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month-to-month tenancy. In this event, for and during the
holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the
rates provided by Lessor's Schedule of Rates and Charges or similarly published
schedule in effect at the time of the Holdover. The hangar rate will be adjusted to
equal the then Fair Market Value, as determined by Lessor's market analysis. In no
case shall the hangar rate be less than the value assessed upon completion of a
property appraisal completed by a third parry vendor that has been approved and
secured by Lessor. A ten percent (10%) increase will be added to the Fair Market
Value rate until a new lease agreement is approved and executed. The holdover
period will not exceed six (6) months from the time the current lease agreement
expires. Upon the expiration of the holdover period,the City may exercise all legal
rights and remedies available, including but not limited to eviction.
3. RENT.
3.1. Rates and Adiustments
The rental rates under this Lease are based on Lessor's current published Schedule
of Rates and Charges. Rental rates are subject to increase beginning October 1,
2020, and on October 1" of any subsequent year during the Initial Term, to reflect
any upward change in the Consumer Price Index for the Dallas/Fort Worth
Metropolitan Area, as announced by the United States Department of Labor or
successor agency(i) for the first increase, since the Effective Date of this Lease and
(ii) for each subsequent increase, since the effective date of the last increase;
provided, however, that Lessee's rental rates shall not exceed the then-current rates
prescribed by Lessor's published Schedule of Rates and Charges for the type or
types of property similar to the type or types of property that comprise the Premises.
3.1.1 Ground Rate
Lessee shall commence the payment of rent for the Ground Space on the
Effective Date. Lessee hereby promises and agrees to pay Lessor Forty
Seven cents ($0.47)per square foot, as annual rent for the Ground Space,
for a total of Thirty-Seven Thousand, Five Hundred Forty-One Dollars
and 25/100 ($37,541.25) per year. This amount is payable in equal monthly
installments of Three Thousand One Hundred Twenty-Eight Dollars
and 44/100 ($3,128.44).
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 2 of 22
3.2. Five-Year Adiustments
In addition to the Annual Rent Adjustments,on October 1,2025,and every fifth
(51h)year thereafter for the remainder of the Initial Term(i.e. on October 1 st of
2030,2035, and 2040),rent shall automatically be adjusted to equal the then-current
rates prescribed by the Schedule of Rates and Charges for the type or types of
property at the Airport similar to the type or types of property that comprise the
Premises.
3.3. Ten-Year Adjustments
Every tenth (loth) year for each Initial and Renewal term of the lease, the Hangar
rate shall automatically be adjusted to equal the then appraised Fair Market Value,
as prescribed by the Schedule of Rates and Charges for the type or types of property
at the Airport similar to the type or types of property that comprise the Premises.
3.4 Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal business hours by the due date, at the
location for Lessor's Aviation Department, set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment by close of business the
tenth (1 Oth) day of the month for which payment is due. Without limiting Lessor's
termination rights as provided by this Lease, Lessor will assess a late penalty charge
of ten percent(10%)per month on the entire balance of any overdue rent that Lessee
may accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1 Mandatory Improvements
As additional security for this Lease, Lessee covenants and agrees that it shall
construct the improvements on the Premises owned by the City of Fort Worth.
Lessee may not initiate any improvement on or to the Premises unless it first
submits all plans, specifications and estimates for the costs of same to Lessor in
writing, and also requests and receives in writing approval from Lessor's Director of
Airport Systems or authorized representative ("Director"). The improvements
approved shall be referred to as "Mandatory Improvements", as referenced in
Exhibit`B".
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 3 of 22
4.2 Discretionary Improvements
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on any tract of the Premises. Lessee may
not initiate any Discretionary Improvement on or to the Premises unless it first
submits all plans, specifications and estimates for the costs of same to Lessor in
writing, and also requests and receives in writing approval from Lessor's Director of
Airport Systems or authorized representative ("Director"). Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
construction of any such Discretionary Improvements. Lessor shall promptly
review, consider and make a decision on approval of such plans, specifications and
estimates. Upon completion of any such Discretionary Improvements or the
termination of this Lease, Lessor shall take full title to any Discretionary
Improvements on the Premises.
4.3 Process for Approval of Plans.
Lessee's plans for construction of the Discretionary Improvements shall conform to
Meacham Airport's architectural standards and must also be approved in writing by
Lessor's Planning and Development Department. All plans, specifications and work,
shall conform to all federal, state and local laws, ordinances, rules and regulations in
force at the time that the plans are presented for review. Lessor covenants and
agrees that Lessor shall handle any and all such plans for construction and
improvement in a manner consistent with the provisions of Section 4.2 above.
4.4 Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Discretionary Improvement, including, at a minimum, a copy of the
Certificate of Occupancy, a complete set of Record Drawings and/or As-Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Discretionary Improvements.
4.5 Bonds Required of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Texas Government Code,
Chapter 2253, as amended, in the full amount of each construction contract or
project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all
applicable requirements, terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) full
payments to all persons, firms, corporations or other entities with whom Lessee has
a direct relationship for the construction of such Improvements.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 4 of 22
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125%of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas-Fort Worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the
respective Improvements, or if claims are filed by third parties on grounds relating
to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit and apply the proceeds to complete
the Improvements or satisfy the claims, provided that any balance shall be remitted
to Lessee.
4.6 Bonds Required of Lessee's Contractors.
Prior to the commencement of any Discretionary Improvement, each of Lessee's
contractors shall execute and deliver to Lessee surety performance and payment
bonds in accordance with the Texas Government Code, Chapter 2253, as amended,
to cover the costs of all work performed under such contractor's contract with
Lessee. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Discretionary Improvement. The bonds shall guarantee (i)
the faithful performance and completion of all construction work in accordance with
the final plans and specifications as approved by Lessor, and(ii) full payment for all
wages for labor and services and of all bills for materials, supplies and equipment
used in the performance of the construction contract. Such bonds shall name both
Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section
4.5 shall apply.
4.7 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 to the extent of
construction costs paid through that date upon (i) where Lessee serves as its own
contractor, verification that Lessee has completed construction work, or (ii) where
Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's
payment for such work, including bills paid affidavits and final waivers of liens.
Any unused amounts in the cash deposit account will be refunded to Lessee upon
final completion of the construction work.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 5 of 22
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee hereby covenants
and agrees that it will not restrict aircraft, vehicle or pedestrian ingress or egress to Hangar
43N & 45N. Lessee shall have the right to sublease portions of the Premises to various
third parties ("Sublessees") for aviation-related purposes only under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in
writing and approved in advance by Lessor. All written agreements executed by Lessee to
Sublessees for any portion of the Premises shall contain terms and conditions that(i) do not
conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and
provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other
aviation or aviation-related purposes acceptable to Lessor; and(iv)treat users of the same or
substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a
standard lease form for all Sublessees and shall submit a copy of such standard lease form
to the Director prior to Lessee's execution of its first lease and from time to time thereafter
following any material changes to such lease form. Lessee may make non-material
modifications to its standard lease to the extent that such are not contrary to Lessor's
Sponsor's Assurances without the prior written consent of Lessor.
6. REPORTS,AUDITS AND RECORDKEEPING.
Within thirty(30) days following the end of each calendar year,Lessee shall provide Lessor
with a written annual report, in a form acceptable to the Director, which reflects Lessee's
rental rates for the immediately preceding calendar year. Lessor may request, and Lessee
shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rental
rates on the Premises for the period requested by Lessor. These reports shall be delivered to
Lessor's Department of Aviation at the address provided in Section 15. In addition, Lessee
shall keep and maintain books and records pertaining to Lessee's operations at the Airport
and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at
a location within the City of Fort Worth. Upon Lessor's request and following reasonable
advance notice, Lessee will make such books and records available for review by Lessor
during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have
the right to audit such books and records in order to ensure compliance with the terms of
this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation
Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee further covenants and agrees to pay all costs and expenses for any extension,
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 6 of 22
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrically-
operated equipment which may be used on the Premises shall fully comply with Lessor's
Mechanical,Electrical,Plumbing, Building and Fire Codes ("Codes"), as they exist or may
hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear expected. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's
sole cost and expense,will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement
on the Premises. Lessee shall be responsible for all damages caused by Lessee, its
agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair all such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered
by Lessee's business or business operations, which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise,
gas or odors, or from causes of any other matter.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at
the Airport shall comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least two (2)
hours'notice prior to any inspection.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 7 of 22
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to begin such maintenance or repair
work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a
reasonable time, considering the nature of the work to be done. If Lessee
fails to begin the recommended maintenance or repairs within such time or
fails to complete the maintenance or repairs within a reasonable time,Lessor
may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the
maintenance or repairs, and such reimbursement will be due on the date of
Lessee's next monthly rent payment following completion of the
maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant
to its governmental duties under federal, state or local laws, rules or
regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the
Fire Marshal or his or her authorized agents that are necessary to bring the
Premises into compliance with the City of Fort Worth Fire Code and
Building Code provisions regarding fire safety, as such provisions exist or
may hereafter be amended. Lessee shall maintain in proper condition
accessible fire extinguishers of a number and type approved by the Fire
Marshal or his or her authorized agents for the particular hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon
any representation made by Lessor concerning the environmental condition of the
Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT
SHALL BE FULLY RESPONSIBLE FOR THE REMEDL4TION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 8 of 22
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the Premises related to Lessee's business operations.
Such signs, however, must be in keeping with the size, color, location and manner of
display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat,
sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building or
other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or future
avigational or navigational aids used at the Airport.
10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements, to include events or construction leading to a closure of taxiways
and/or runways making it necessary for Lessee to provide clearance for movement
of other aircraft.
10.3 This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government,which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
ARE,A 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 9 of 22
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended,at Lessee's option,for a period equal to the duration of such Limitation. If
the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4 During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days,this Lease shall
continue in full force and effect. If the Limitation lasts more than seven (7)calendar
days,Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven(7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty(180)days,then (i)Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written
notice to Lessor.
10.5 Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances.
10.6 Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 10 of 22
electric, gas, water, sewer, communication or other utility companies. Lessee's
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly-owned property for the provision of
utility services.
10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
access during the construction phase of airport improvements, unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state,federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming the City of Fort Worth, its Officers, Employees and
Volunteers as an additional insured and covering all public risks related to the leasing, use,
occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the
required insurance in accordance with Exhibit "C", the "City of Fort Worth Aviation
Insurance Requirements"attached hereto and made part of this Lease for all purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.1. Adjustments to Required Coverne and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30)
days prior to the expiration of any insurance policy required hereunder, it shall
provide Lessor with a new or renewal certificate of insurance. In addition, Lessee
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 11 of 22
shall, at Lessor's request, provide Lessor with evidence that it has maintained such
coverage in full force and effect.
11.3. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at the Airport, to
grant additional insured status to the City, its Officers, Employees and Volunteers,
and to provide that no material changes in coverage, including, but not limited to,
cancellation, termination, non-renewal or amendment, shall be made without thirty
(30) days' prior written notice to Lessor. Lessor shall be responsible for notifying
the City of any change to its insurance coverage that amends or alters that coverage
required by this lease.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent,representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO,
AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY
DEFENSES PROVIDED BYLAW,HEREBYINDEMNIFY,HOLD HARMLESS AND
DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 12 of 22
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 ANYAND ALL PERSONS, OFANY
IrIND 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
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICERS AGENTS, SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE 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 OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1. Failure by Lessee to Pay Rent,Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten(10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 13 of 22
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following such written notice to
cure, adjust or correct the problem to the standard existing prior to the breach. If
Lessee fails to cure the breach or default within such time period, Lessor shall have
the right to terminate this Lease immediately.
14.3. Abandonment or Non-Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination
of this Lease by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination,Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery,
equipment, materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of
any kind against Lessor, its agents, servants, employees or representatives, which
may stem from Lessor's termination of this Lease or any act incident to Lessor's
assertion of its right to terminate or Lessor's exercise of any rights granted
hereunder.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered when (i) hand-delivered to the other party, its agents, employees,
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 14 of 22
servants or representatives, or (ii) deposited in the United States Mail, postage prepaid,
addressed as follows:
To LESSOR: To LESSEE:
City of Fort Worth Area 51 Hangar, LLC.
Aviation Department Attention:Kenneth Broadie
201 American Concourse, Suite 330 4701 N.Main Street
Fort Worth TX 76106 Fort Worth,Texas 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
Lessee shall have the right to sublease portions of the Premises as provided by and
in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell,
convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the
same as if it had originally executed this Lease. The failure or refusal of Lessor to
approve a requested assignment or sublease shall not relieve Lessee of its
obligations hereunder, including payment of rentals,fees and charges.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed,Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty (30) days'written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in
effect following termination of this Lease and until such a time as the lien is discharged.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 15 of 22
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, as such laws, ordinances, rules and regulations exist or may
hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee and its officers, agents, employees, contractors,
subcontractors, licensees or invitees shall immediately desist from and correct the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, disability, sex, sexual orientation,transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation,transgender,gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs, of the
Department of Transportation and with any amendments to these regulations which may
hereafter be enacted.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 16 of 22
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in
accordance with the laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys'fees.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 17 of 22
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions, transportation problems or any other cause beyond the reasonable
control of Lessor or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
(Signature Page to follmi)
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 18 of22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the ZJ day of 2020.
CITY OF FORT WORTH:
By: 7�
Fernando Costa
Assistant City Manager
Date: 4LZ�0.zo
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 day
2020.
"111
y pVI/� MARY J. KAYSER -
�:Notary Public,State of Texas14otary Publi in'and for the St hie of Texas
Comm. Expires 01-11-2021
Natary 1p 3896065
ATTEST:
AND LEGALITY:
By: _ By:
Thomas Royce Hansen eity Sec
Assistant City Attorney
M&C: old -OaZD
Approval Date:
1295 Certificate No. 2020-582266
Ovdi►l.nce.No. a�{Ogq-03�a�ao
AREA 51 HANGAR,LLC.
Ground Lease rFT.'W
UAL, RECORD
Lease Site 42N CITY��C���ARY
Fort Worth Meacham International Airport
Page 19 of22 011TH
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this contract, i ding ensuring all performance and reporting requirements.
B r Goo in
Title
LESSEE:
AREA 51 HANGAR,LLC. ATTEST:
Kennet�Broa�die, esident
Date: 2ZZ��Zozp
STATE OF TEXAS §
COUNTY OF <:4e-.-A-,- §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Kenneth Broadie, 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 AREA 51
HANGAR, LLC. and that he executed the same as the act of AREA 51 HANGAR, LLC. for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this Z day
.LA-�1 ,2020.
GARTH D, SHIPLEY
4' �o Notary Public, State of Texas
'r Comm, Expires 06-13-2020
Notary ID 5154735 Notary Public in antl for4fe St a f Texas
AREA 51 HANGAR,LLC.
Ground Lease uFnCUAL :•yVi_,r ,�t c
Lease Site42N �
Fort Worth Meacham International Airport t 7 tir
Page 20 of22
4i. I
EXHIBIT A
REAL PROPERTY DESCRIPTION AND MAP
FOR LEASE SITE 42N
,, ,/
T I'lll 4�1'�,� 0 100 200
GRAPHIC$ME IN FEET
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, Lb VTA�'� WStR7VEN7 No.02012W56
Yc uT t ik'lI'"� W te' DR[ L t`
IH1,GO1 HN
[�asFAaN Y LEASE 43N k 451.` �N +( LEASE 44N
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VEACHAV AIRPORT MEACILSM AIRPORT'
b1,LUME A,PAGE 2445 VOLUME A. PACE 2443
4 P.FLT:O.1, P.R.T.C.T.
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EASEMENT 01 ACCORD OR OMER EUCWDUACtE MAY HAY AFFECT TEEASFIAM NO.I0T93MO
_ M(1aNECT IP.ACT.
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„ua FHICil ntAwrLcvNn.11ox e� " T RE ADIES LEASE
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AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 21 of 22
EXHIBIT "B"
MANDATORY IMPROVEMENTS
LEASE SITE 42N
All mandatory improvements for Lease Site 42N, as detailed below, must be completed in accordance
with Section 4 of the Lease.
Construction will commence within six(6)months of the execution of the Agreement.
Construction will be completed within eighteen(18)months of commencement of construction and
approved by Aviation.
Mandatory Improvements to be completed are as follows:
• 21,000 SF Hangar,including:
0 1,000 SF of Finished Offices
0 2,000 SF of Parts Storage
• 3,000 SF 2nd Floor(Storage Mezzanine)
AREA 51 HANGAR,LLC.
Ground Lease
Lease Site 42N
Fort Worth Meacham International Airport
Page 22 of 22