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Contract 55497-CA1
es' CITY SECRETARY rCONTRACT NO, —7— CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NOS. 55497 HANGAR AND GROUND LEASE AGREEMENT FORT WORTH MEACHAM INTERNATIONAL AIRPORT LEASE SITE 50S This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 372$8, ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager; JOHN J. JANOVETZ, an individual ("Lessee"); and DEER HORN AVIATION LTD.CO. ("Assignee"), a New Mexico limited liability company, acting by and through COLE MEANS I1, its duly authorized MANAGER. RECITALS: The following introductory provisions are true and correct and form the basis of this Consent: A. On March 23, 2021 (M&C C-21-0216) City Council authorized Lessor entering into that certain Hangar and Ground Lease Agreement(CSC No. 55497) with John J. Janovetz dated March 26, 2021, (the "Lease"), for the lease and use of real property known as Lease Site 50S and any improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham International Airport("Airport"). B. On April 15, 2021, Lessee notified Staff of a sale of its leasehold interest in Lease to Assignee, pending City Council approval. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased Premises and Lease to Assignee;Assignee wishes to accept such assignment; and Lessor is willing to consent to such assignment, all on the terms and conditions set forth in this Consent. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows: 1. Lessor hereby consents to an assignment by Lessee to Assignee of all of Lessee's remaining right, title and interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the date the Assignment is executed by Lessee and Asignee ("Effective Date"). 2. Lessor does not adopt,ratify or approve any of the particular provisions of the Assignment and does not grant any remaining right, privilege or use to Assignee which is different from or more extensive than any right,privilege or use granted to Lessee by the Lease. In the event of any OFFICIAL RECORD CITY SECRETARY FT WORTH,T� conflict between the Lease and the Assignment,the Lease shall control. In the event of any conflict between this Consent and the Assignment,this Consent shall control. 3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to Lessor,that as of the Effective Date Assignee will faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the Effective Date and,except as set forth herein,Lessee shall be released and forever discharged from any and all actions, causes of action,judgments, executions, suits, investigations, debts, claims, demands, liabilities, obligations, damages, and expenses of any and every character that arise out of or in any way connected to the Lease accruing after the Effective Date. 4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the Effective Date and(ii) any damages (subject to the terms of the Lease), including,but not limited to,property loss,property damage and/or personal injury of any kind,including death,to the extent caused by Lessee,its officers,agents, servants, employees or subcontractors prior to the Effective Date. S. Assignee understands and agrees that Assignee will be liable to Lessor for(i) any duty or obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to,property loss,property damage and/or personal injury of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or after the Effective Date. G. The person signing this Consent hereby warrants that he/she has the legal authority to execute this Consent on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Consent. 7. This Consent may be executed in any number of counterparts,all of which shall constitute the same instrument. S. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Lease. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Consent to Assignment of CSC No.55497 by John J.Janovetz to:Deer Horn Aviation,LTD,CO. Page 2 of 6 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the 134L day of -Z-J ,2021. CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: es�4-r4L-- By:A4ik��y Fernando Costa Attorney Assistant City Manager ATTEST: Date: 7 L3 2-021 By: Ronal les,Acting City Secretary M&C: 21-0451 M&C Approved:06/22/2021 Form 1295: 2021-756009 STATE OF TEXAS § 's• 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. f. GIVEN UNDER MY HAND AND SEAL OF OFFICE this C3 day oe 52021. ,,prYry� SELENA ALA P Notary Public,State of texas 'sy4rPC Comm-Expires 03-31.2024 Notary Public in and for the State of Texas Nota(y 11) 132422528 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] Consent to Assignment of CSC No.55497 EOFFICIAL ���by John J.Janovetzto:Deer Horn Aviation,LTD,CO, MY ARyPage 3 of 6 1 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. arb Goodwin Real Propga Mana er Title [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] OFFICIAL RECORD Consent to Assignment of CSC No.55497 �� SECRETARY by John J.Janovetz to:Deer Horn Aviation,LTD,CO. FT. WORTH, TX Page 4 of 6 LESSEE: JOHN J.JANOVETZ: By: Jo J.J no etz t� Dale: ! a a 12d. STATE OF TEXAS § COUNTY OF Ta(,Ak § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,on this day personally appeared JOHN J.JANOVETZ 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 JOHN J. JANOVETZ, and that he executed the same as the of JOHN J. JANOVETZ,for the purposes and consideration therein expressed and in the capacity therein stated. GZ N UNDER MY HAND AND SEAL OF OFFICE this (.. day LA.1,4 ,2021. r�lis / �ppy "s ti f %$ w s z} r awe �L � .5. � A, Notary Publicq and for thVState of Texas �� Cj b9, i OF T�50�•s [SIGN 'I? E ON THE FOLLOWING PAGE] f/i'f fX p. A a. r��tf►fl►�e�, Consent to Assignment of CSC No.55497 byJohaJ.Janovetz OFFICIAL.RECORD to:Deer Horn Aviation,LTD,CO_ Ctl 6 SECRETARY Page 5 of 6 FT. WOR-'H,1 X ASSIGNEE: DEER HORN AVIATION LTD. CO, a New Mexico limited liability company By: 4 11 Cole Means I1 Date: sh�I CO2-% STATE OF TEXAS § COUNTY OF r^rr^gt § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Cole Means H 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 Deer Horn Aviation Ltd. Co,and that he executed the same as the of Deer Horn Aviation Ltd. Co, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN YNDER. MY HAND AND SEAL OF OFFICE this t% day 2021. � 1 Notary Public in a'nd for State of Texas $ANON tW�f zO STATE OFTEXAS Notary!R 0 IM3251 of tt MY Con►ra•Ems'oe°mbW B.2073 Consent to Assignment of CSC No.55497 by John J.Janovetz c' 4ALRECORD to:Deer Horn Aviation,LTD,CO. Page 6 of MY SECRETARY e ,r WORTI `TX ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made effective this day of , 2021, ("Effective Date"), by and between John J. Janovetz, ("Assi nor"), and Deer Horn Aviation Ltd, Co., a New Mexico limited liability company ("Assignee'), sometimes together referred to as the "Parties." WITNESSETH: WHEREAS, pursuant to that certain Hangar and Ground Lease Agreement for Lease Site No. 50S Fort Worth Meacham International Airport, more commonly known as City Secretary Contract No. 55497, attached hereto as Exhibit"A" and incorporated herein by reference, by and between Assignor and the City of Fort Worth, having an effective date of April 1, 2021 (the "Lease Agreement"), Assignor is currently the lessee of approximately 3,120 square feet of improved ground space with a 2,600 square foot hangar at Fort Worth Meacham International Airport in Fort Worth, Tarrant County,Texas, known as Lease Site No. 50S (the "Premises"), being more particularly described in Exhibit "A"; WHEREAS,Assignor desires to assign the Lease Agreement to Assignee, and Assignee desires to assume the Lease Agreement in compliance with and pursuant to the terms of Sections 16.1 and 16.2 of the Lease Agreement; WHEREAS, the City of Fort Worth is willing to approve this Assignment on the conditions that all terms and conditions of the Lease Agreement and all related documents remain in full force and effect and that Assignee is bound by the terms and conditions of the Lease Agreement as if it had executed the Lease Agreement as an original lessee. NOW, 'THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Assignor does hereby assign, sell, transfer, and convey to Assignee, all of Assignor's right, title and interest in and to the Lease Agreement, in the leasehold created thereby, and any and all improvements located on the Premises, to have and to hold from the Effective Date hereof until the end of the term of the Lease Agreement, as such term may be extended pursuant to the terms of the Lease Agreement. 2. Assignee hereby accepts such assignment and transfer and agrees to assume and to perform and discharge all obligations, liabilities, duties and covenants of Assignor under the Lease Agreement as of the Effective Date hereof, including, but not limited to, the payment of rent, payment of utilities, procurement of insurance, obligations to indemnify, compliance with any applicable laws and regulations and performance of upkeep, maintenance and repairs of the Premises, ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3 1 A0274710015114 U 3704.D0 CX where required by the Lease Agreement, which may arise on or after the Effective Date hereof and relate to the period on or after the Effective Date hereof, to the same extent as if Assignee had originally executed the Lease Agreement and was named as the "Lessee" therein. 3. Assignee hereby indemnifies and holds Assignor harmless from and against any and all claims, expenses, costs, obligations or other liabilities with respect to the Lease Agreement arising or incurred on and after the Effective Date hereof with respect to events occurring on and after the Effective Date. 4. Assignor makes no representations or warranties of any kind or nature whatsoever with respect to the Lease Agreement or the Premises, whether express or implied, any and all such representations and warranties being expressly disclaimed. 5. Assignor represents and warrants that there are no agreements, oral or written, with respect to the use or occupancy of the Premises and the improvements located thereon other than as contained in the Lease Agreement. Further, Assignor represents that the Lease Agreement is in full force and effect, and is not in default or subject to defense, offset, or counterclaim on the part of Assignor. 5. This Assignment shall inure to the benefit of and be binding upon and enforceable against Assignor and Assignee and their respective successors and assigns. 7. This Assignment shall be deemed to be an agreement made under the laws of the State of Texas, being where the Premises is located, and for all purposes shall be governed by and construed in accordance with the laws of the State of Texas. 8. This Assignment contains the entire understanding between the Parties with respect to the assignment of the Lease Agreement as contained herein. This Assignment may not be changed or modified orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought. 9. This Assignment(and the City of Fort Worth's Consent to this Assignment attached hereto and made a part hereof) may be executed in one or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute but one and the same instrument. To be effective the Effective Date provided hereinabove. ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3 1 A0274710015114 U 3704.D OCX ASSIGNOR: ASSIGNEE: John J. Janovetz, an individual DEER HORN AVIATION LTD. CO., a New Mexico limited liability company By: c.� f By: Dated: , 2021. Dated: , 2021. ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3 1710274710015114U3704.D0CX Exhibit "A" Hangar and Ground Lease Agreement Lease Site No. 55497 Fort Worth Meacham International Airport + CITY SECRETARY CONTRACT NO. -5 c� 1 FORT WORTH M EACHAM INTERNATIONAL AIRPORT HANGAR AND GROUND LEASE AGREFIl NT LEASE SITE 50S This HANGAR AND GROUND LEASE AGREEMENT("Lease")is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Fernando Costa, its duly authorized Assistant City Manager, and JOHN J. JA1vOYETZ ("Lessee"), an individual. RECITALS: WHEREAS, Lessor and Texas Aviation Engineering Company entered into City Secretary Contract ("CSC") No. 11628, a ground lease agreement, for the lease of certain real property identified as Lease Site 508 CTremises"), at Fort North Meacham Intonational Airport("Airport")(collectively the"Previous Leasse'l. The Previous Lease commenced on January 1,2009 for a five-year term and allowed for a renewal at Lessee's option for one(1) additional term of five(5)years; WHEREAS,the Lessee exercised its final option to renew pursuant to CSC No. 39628 for the additional 5-year period which commenced on January 1, 2015 and expired on December 31,2020; WHEREAS, due to the fact that the Previous Lease contains no further options to renew and the Lessee is currently on a month-tok-month holdover,both the Lessee and Lessor have agreed to enter into a New Hangar and Ground Lease Agreement that will commence on the April 1,2021 (Effective Date)of the new lease. 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 3,120 squaro feet of ground space, with a 2,600 square foot hangar constructed, at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 50S, also known as 4100 Lincoln Avenue,("Premises"),as shown in Exhibit"A",attached hereto and hereby made a part of this Lease for all purposes. JOHN J.JANOVR ?�LEASE SITE SOS Hangarand Ground i.meAgmment JETARY sort WoitB Meaolram Airport ( Q rase ioe23 W R 2. TERM OF LEASE. 2.1. Initial Term. The initial Term of this Lease shall commence at 12:00 a.m. on April 1, 2021 ("Effective Date")and expire at 11:59 p.m. on March 31,2031,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 Terra of this Lease, Lessee shall have two(2)consecutive options to renew this Lease for additional successive teens of five (5) years each (each a "Renewal Term' at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in writing of its intent to exercise a,respective option not less than ninety(90) nor more than one hundred eighty(180) days prior to the expiration of the term then in effect. If Lessee does not exercise its option for a first Renewal Term within the time frame provided herein, Lessee shall automatically and simultaneously forfeit its second option to lease the Premises for a second Renewal. Term, and Lessee shall no longer have any nights or interest in the Premises following the expiration of the Initial Terre. 1.3. 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 properly appraisal completed by a third patty vendor that has been approved and secured by Lessor. A ten percent (10%) increase will be added to the Fair Market Value rate until anew lease agreement is approved and executed. The holdover period will not exceed sic (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. Rates and Ad`us�ts 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, 2021, and on October 11 of any subsequent year during the Initial Term, to reflect any upward change in the Consumer Price Index for the DatlasXort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency(i) for the first increase, since the Ective Date of this Lease and (ii) for each subsequent increase, since the effective JOHN J.JANOVE"iZ,WSE SrM SOS Hwgw and G=nd Jm=Agrwm=t Fort Worth MoadmmAirport Page 2 of23 date of the last increase, provided, however, that Lessec's rental rates shall not exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.1.1 Hangar Rate Lessee shall commence the payment of rent for the Rangar on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Hangar, Fourteen Thousand Three Hundred Dollars and 00/100 ($14,300.00), at a rate of Five Dollars and 501100 ($5.50) per square foot, payable m equal monthly installments of One Thousand One Hundred Ninety--One Dollars and 67/100($1,191.67). 3.1.2 Oroaud Rate Lessee shall commence the payment of rent for the Ground Space on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground Space, One Thousand Four Hundred Sixty-Six Dollars and 40/100 ($1,466.40), at a rate of Forty-Seven cents ($0.47) per square foot, payable in equal monthly installments of One Hundred Twenty--Two Dollars and 201100($122.20). 3.2. live-Year Adiufmak In addition to the Annual Rent Adjustments, on October 1, 2026, and every fifth (51) year thereafter for the remainder of the Initial Term (i.e. on October I st of 2031,2036, and 2041),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 Y"r Adjustments If near the end of the ten(10)year Initial Terra, a Renewal Term has been requested by the Lessee in accordance with section 2.2 of this Agreement, City will have an appraisal performed by a qualified third party appraiser to adjust the Hangar Rate to equal the then Fair Market Value, for this type of property at airports similar to the type or types of property that comprise the Premises. 3.4 P 1nen Q_Qates and lGate 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 JOHN J.JANQVET7,LEASE SITE 50S riangar and(hvmd Lease Agreement Fort Wosth Meacham Airport Page 3 of 23 tenth (I Qth)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 often percent(l49%)per month on the entire balance of any overdue rent that Lessee may accrue. 4. CQNSTRIFCTIDI I A EWEWPROVE,ME SITS. 4.1 Mandato IJm rovemen�ts 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",and would be added as a separate amendment to this Agreement if they are approved by Lessor at that tune. 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 decide 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 Anprovol of Pima• Lessee's plans for construction of the Discretionary Improvements shall conform to the 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. JOHN J.JANOVET4 LEASE SnE SOS r7eagar nad Gwwd Lem Agmement Fort Warth Meacham Airport Page 4 of 23 4.4 Documen§. 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 FDF and AutoCAD formats, and a Summary of the total cost/value of the Discretionary Improvements. 4.5 Bonds 1<Aui�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 constriction 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 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 tliird patties 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 Mulred,Qf 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 cont►ac#. Such bonds shall name both JOHN J.JANQVET LEASE SITE 50S Hango and around Tease Agent Fart worth Meacham Airport Page 5 of 23 Lessor and Lessee as dual obligees. N Lessee serves as its own contractor, Section 4.5 shall apply. 4.7 Reteasp bY_t ar Ft�an�"o�p�eaon©f Co�striketlan WOOL Lessor will allow Lessee a dollar-for-dollar reimbursement fmm 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, 5. USE OF PRE ES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises to various third parties ("Sublessees") for aviation-related purposes only under terms and conditions acceptable to and determined by Lessee,provided that all such arrangements shall be in writing and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that(i) do not conflict with Lessee's duties and obligations under this Lease; (n) 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. REPORTS4 AiJDM AND AECf31 D11t Tl Il11V . Within thirty(30)days following the end of each calendar year,Lessee shall provide Lessor with a written annual report,in a form acceptable to the Director that reflects Lessee's rentals 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 JOHN I JANOVUM LRA.SESITE SUS Hangar and around Lease Agroment Fort Warth Meacham Aupart Pap 6 of23 advance notice, Lessee will make such books and records available for review by Lessor during Lessee's normal business hogs. Lessor,at Lessor's sole cast 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 Sponsors Assurances made by Lessor to the Federal Aviation Administration. 7. U'TILITIE�. 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 Prern ices and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically- operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical,Electrical,Plumbing;Building and Fire Codes(,Codes"),as they exist or may hereafter be amended. S. MAINTENANCE AIET 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,wilt 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. U. Compliance with Lessee, at its sole cost and expense,agrees to keep and maintain the Premises in full compliance at all tunes with the Americans with Disabilities Act of 1990, as JOHN J.JANaVE-4 LEASE SUE 50S Hangarand Gmund Lease Agreement Fort Wodh Meacham Airport Page 7 of 23 amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. U. �p�ctioris. 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. 9.3.2. If Lessor dewmines 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. 8A. Environmental Remedistion. 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 JOHN I JANOVE M LRASE SITE SOS HaW and Ground Lease Agro n d Fart Wa&Meach=Airport Page 8&23 SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATION OR STANDARD TILAT IS CA USED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,SUBCONTRACTORS OR INVITEESS. 9. SG1VS. 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 RESERVATH'lMS 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 improvemuents. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lesser 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 fiumds 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 ("LbWtation") 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 JOHN J.JANOVE77,LEASE SITE 50S HanSat•and around Lease Agwement Fort Wm*MeachamAkport Page 9 of'23 loss in revenue; Oi) 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 comnrcneed; 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 (H) Lessee may terminate this Leases 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 Limitations, 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, (ai) further adjust the payment of rent and other fees or charges, (b)renegotiate maintenance responsibilities and(c) extend the tern 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 terra of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the SponsoA Assurances given by Lessor to the United States Goverment 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 JOHN J.JANOVETZ,LEASE SUE SOS Ramat•and Ground I,wa Agreement Fort Worth Meacham Airport Page 10 of23 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 adapted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state,federal or local authority. 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 "S", 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 Wsuranm 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. AAdiff—Btmeu#g to R t4red_�v elra a anal l�aa� #s. 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) clays following notice to Lessee. 11.2. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as more particularly set forth in Exhibit"B 3 which is attached hereto and incorporated herein for all purposes. 11.3 As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance 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 JOHN J.JAMOVM LEASE SITE SOS Hangar and Gamd Kassa Agmmant Fort Work,Mr am Airport pagei1dw shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect, 12. E EP'ENDENT CO�T'1`I2ACTOR 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 respondent 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. INDEliN]MCATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSM&ITY 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 CoffiVECTION OIIHITS USE OF THE AIRPORT TINDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY TUE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,SER VANTS OR EMPLOYEES. DURING THE TERM OF THIS LEASE,LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAM, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW,HEREBYINDEMNLFP HOLD BARI ILESSAND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGA17VST 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;INCLUDEW DEATH, TO ANYAND ALL PERSONS, OFANY KIND OR CHARACTER WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITHLESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY EX1STENCE OR LOCATION OF TILE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSON 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, 10M J.JANOW-f/,,LEASE SITE SOS F�gar and Gmund Lease Agremwt Fort Worth Meacham Airpayl Page 12 of 23 SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO TIIE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCY OF LESSOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR TIMIR PROPERTY LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY FHTH 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 SUBLESSETS' FAILURE TO COWL 11 M SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROMTHE PREAILM& 14. TER i1 Q1TIOI�T. hi addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. tg r_aj Wgi-at Eft or at er N 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 tore(10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default.Lessee shall have thirty(30)calendar days following such written notice to cure, adjust or correct time 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. Akandemeent or Non-Use of the Prem�i�. 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. JOHN J.JANOVMZ,[EASE SWE 50S 11anWand Qmund Lease Agreement Fort Worth Meacham Airport Page 13 d23 14A. Lessees financial Obligations to Lessor u >Et Terrunxrxat3► n 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 arrearcages 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 13pop Termination,or Eiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Prwnises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fmtures, tools, machinery, equipment,materials and supplies placed on the Premises by Lessee pursuant to this Lease. Auer such time, Lessor sball have the right to tale full possession of the Premises, by force if nccessary, 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 Lessoes assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: To LESSEE: City of Fort Worth John J.Janovetz Aviation Department 4508 Jim Mitchell Trail,W 201 American Concourse,Suite 330 Colleyville,TX 76034-4535 Fort Worth,TX 76106 817-994.2554 JOHN I JANOVETZ,LRASF SITE SOS Haugar and Cmvund Learn Agre=fflt Fort Worth Meacham Airprt Page 14423 16. AS MENT AND SUSLETMG. 161. Ingew mL 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. Condiflop of A rpruve t Ass ,menu 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. LIE1 5 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 lion 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 hen shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND ASSES§MLNTS. 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 properly placed on the Premises by Lessee as a result of its occupancy. 19. CU_1 Lf,l�A�T EST LAB-5� 1. GU1 .5M. 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 Promises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. JOHN J.JANOVM LEASE SITE SOS Hangar and©round Lease Agwement Fort WorNi Meacham Airport Page I5 of 23 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. 1911 le of hates and Charges: Lessee hereby agrees to comply at all times with the City's Minimum Standards,as may be adopted by the City Council from time to time. Lessee shall be bound by any charges adopted in the City's Schedule of Rates and Charges,as maybe adopted by the City Council from time to time. ?li. QN-DI6CRHVflNAT"N EfflMNANT. 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 included from the prevision of any services on or in the construction of any improvements or alterations to the Premises oa grounds of race, color, national origin, religion, disability, sexy sexual orientation,transgender,gender identify or gender expression. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs, of the Department of Transportation and with any amendments to these regulations which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lesson harmless. 21. LICENSES A"PEltNHTS, 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. JOHN J.JANOVHTZ,LEASE SITE SOS Hmpr and(hound Lease Agrmmt Fort Warth Meacham Airport Page 16 oP73 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. 3. %0 E AND_tnim.AICTI.. N If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Leese 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 North Division. This Lease shall be,construed in accordance with the laws of the State of Texas. 25. ATTORNEYS'PEES. 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, tees 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. S.EYERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE]AAME _. Lessor and Lessee will exercise their goad faith efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in 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 the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of goverment; material or labor restrictions by any governmental authority;transportation problems;restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other JOHN I JANOVET4 MASS SIM SUS HxWrand Ground 1zawAgweamt Fort Warta Meacham Akpart Page 17 of23 similar cause not enumerated herein but which is beyond the reasonable control of the Patty whose performance is affected(collectively,"Force Majeure Event'j.The performance of any such obligation is suspended during the period of; and only to the extent of, such prevention or hindrance, provided the affiected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the ParVs perf)rmance, as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the Lessor in its sole discretion. The notice required by this section must be addressed and delivered in accordance with this Lease. 28. HEADINGS NOT_COIF MOLLIN G. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part ofthis Lease 29. ENTIRETY OF AUMEMENT. 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 terns 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. 30. 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. Bjr skaing this Lease, Lessee mWfmN that Lessee's signature provides wriaen veazflcataon to the City that Lessee: (I) does not boycott Israel;and(2)will not boycott Israel during the tens of the Lease. [Signature Pages Follow] 1OHN I JANOVSTZ,L 9ASF SITE SUS Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 18 of 23 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of ,2021. CITY OF FORT FORTH: By: Fernando Costa Assistant City Manager Date: 3 X 2021 STATE OF TEXAS § COUNTY OF T.ARRANT § 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 inshunent, 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. GN FIN UNDER MY HAND AND SEAL OF OFFICE this � ---day 2021. 'Y MARIA S,SANCHEZ My Notary lD 0 2256490 '002 r EStpires DeasinbOr 19,2021 ` :F§� No Public in and for the State of Te APPROVED AS TO FORM ATTES - AND LECALIT /� By: Thomas Royce an s �c ity Secretary • Assistant City Attorney M&C:071— OJ1(0 Approval Date: fa � o 1 i i Z �^ Form 1295 Certificate#:, p 21— 71 q,3/O `''1 L)FRUAIL ff .Oki. JOHNJ.JANGVSTZ,LEASE SrrE50S '�� ����� Danger and G=nd Luse Agmm t RV FoFt worm Meacham Airport FT- WORTH, ` X Faye 19 of23 Contract Compliance Manager: By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contra in 'ng-ear wring all performance and reporting requirements, li ape ldtfanager Barbara Goodyin Print Name JOHN J JANOVETZ: ATTEST: By: Lf By. ---- ...-- )© J J o An Individual Date: IV? I? - e.9 01 / STATE OF TEXAS § COUNTY OF- r r � § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on this day personalty appeared JOHN J.JANOVETZ,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 JOHN J JA-NOVETZ,and that he executed the same as the act of JOHN J.JANOVETZ,for the, purposes and consideration therein expressed and,in the capacity,therein stated. G N UNDER MY HAND AND SEAL OF OFFICE this day 2021. aCHEFtYi.L.BUTTS KWARY$1BLID STAXE Wcauka� rz i Notary Public and for the State of Texas IEKAS Nl1TARVID 12MIM-0 JOHN J.JANOVEY4 LEASP 91TE SOS OFFROAk AECOIRV7 Hangarand Cmmd l ease Agmrnent C11v SKMAM7 Fort Wonh Meacham Ai" Page 20 of 23 WORTH. TX EXIHBIT A Map of 50S 4 •1 , • �4 � 4 i I IOMN J.JANOVBTZ,LRASE SITE SOS Haugarana Cmwd Lease Agreement Fort Worth Meacham Airport Page 21 of 23 EXHMITB 1w i t-1 I LU EXHIBIT C-MINIMUM INSURAUCE REMIROMMS n i NNW t.V-.kP--3 6"t,"'Ri, IYII V 1, 'Mmmil P-w"or FDWA Trameg �ICZ,��.aFff I OPMAM CZE X-2--Xxm-Ajl7 Ak�t Cil mi pt or Akw;ft Aiff.ift SAR -4a AFU39 SlUr4p ............- s AVLALO,&FWD SC&ftrttdm v -----! — — I --— Om IF MUDD -4 'm�, Dnu A EV94 ea.mmm� t7A.Ank,3 u4mgFifail e,6 d ndlk M-jr,-Zfi�wt A--F-bQi—OnizWK0 g;:;—.Pm Impshok Ow mmkl*avilmorad Mpopka kb bwelftor Slily MO amw7sm"m '&&==f 4pmm* mm fbh *4,10%. 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I y n�snr :� �kln au+rJ��antn�hy �:�n�p� I7��T.tr�ap�o.thtirlsiursn1so �;tu�Z-L--nLLt1k�aIL?ur11M[u7.-J LI,-A &TiWig Cost.Th,@ddlvntsIr.In dl9d1ia-KleIlia 3Wrll rGalts- JOHN J.JANOVI3T7,ERASE SITE SOS Hangw wad Mond Leaso Agreement Fort Worth Mewham Airport Page 23 of 23 Official site of the City of Fcar wi)rtli,1-ens �sy DATE: 3/23/2021 REFERENCE* M&C 21- LOG 55FTW JOHN J JANOVETZ HANGAR NO.: 0216 NAME: AND GROUND LEASE, SITE 50S CODE: C TYPE: CONSENT PUBLIC NO 14E ARING: SUBJECT: (CD 2)Authorize the Execution of a New Hangar and Ground Lease Agreement for Approximately 3,120 Square Feet of Ground Space Including a 2,600 Square Foot Hangar known as Lease Site 50S with John J. Janovetz at Fort Worth Meacham International Airport RBCOMl}I1EM OATION: It is recommended that the City Council authorize the execution of a new hangar and ground lease agreement for approximately 3.120 square feet of ground space, including a 2,600 square foot hangar known as Lease Site 50S with John J. Janovetz at Fort Worth Meacham International Airport. DISCUSSION: The City and Texas Aviation Engineering previously entered into City Secretary Contract(CSC) 11628, dated April 2, 1981, a twenty-five-year unimproved ground lease for the lease and use of real property known as Lease Site 50S at Fort Worth Meacham International Airport. The lease contained two five- year options to renew but was subsequently amended by CSC 33519, dated May 22,2006, to extend the term five years,thereby extending the termination date to December 31, 2011. On September 20, 2007, the City executed CSC 35828, consenting to an assignment of Lease Site 50S from Texas Aviation Engineering to John J. Janovetz. The assignment of the lease included an amendment to increase the rental rate in accordance with the then-current Schedule of Rates and Charges.A subsequent amendment to CSC 11628, executed on April 14, 2016, extended the lease in recognition of improvements to the hangar by Lessee and expired on December 31, 2020,which provided the Lessee with a 40-year ground lease in total. The Lessee is currently in a holdover status on a month-to-month agreement. The City and John J.Janovetz now wish to enter into a new hangar and ground lease agreement that will commence on the effective date of the new lease,for a ten-year lease term with two consecutive options to renew for five years each_ Annual revenue generated from the hangar is approximately$14.300.00, paid in monthly Installments of approximately$1,191.67.Annual revenue from the ground space is approximately$1,466.40, paid in monthly installments of approximately$122.20. Rates are in accordance with the Aviation Department's current Schedule of Rates and Charges and the Aviation Department's Leasing Policy with hangar rates based on a recent appraisal performed by a qualified third-party appraiser. All terms and conditions of the lease agreement will be in accordance with the City of Fort Worth 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 currently in the Schedule of Rates and Charges. Five-year rate adjustments will be applied to the ground rate starting on October 1, 2026, and every fifth year thereafter. If near the end of the ten-year initial term, a renewal term has been requested by the Lessee, City will have an appraisal performed by a qualified third-party appraiser to adjust the hangar rate to equal the then fair market value,for this type of property at airports similar to the type or types of property that comprise the premises. ADVISORY BOARD APPROVAL: On January 21, 2021,the Aviation Advisory Board voted to recommend that the City Council approve the Hangar and Ground Lease Agreement. Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2. FISCAL INFORMATION CIyRTIFICAT ION: The Director of Finance certifies that upon approval of the above recommendation and execution of the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department(and Financial Management Services)is responsible for the collection and deposit of funds clue to the City. TO Fund 1,9, anent Account Project Program Activity 11 Budget Reference# Amount IQ I® Year Chart!2!q 2 FROM Fund department Account . Project Program A IetT Reference# Amount I❑ !D Year I (Chaffleld 2) _ Submitted for City Manager's Office by, Fernando Costa (6122) Qdg nt,_ating department dead: Roger Venables (5402) Additional Inform I n oniact: Ricardo Barcelo(5403) ATTACHMENTS Location Map 5OS.pdf Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FuRf WORTH DATE: 6/22/2021 REFERENCE**M&C 21- LOG 55FTW DEER HORN AVIATION LEASE NO.: 0451 NAME: SITE 50S CONSENT TO ASSIGNMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 2) Authorize Execution of a Consent to Assignment of a Hangar and Ground Lease Agreement for Lease Site 50S by John J. Janovetz to Deer Horn Aviation Ltd. Co. at Fort Worth Meacham International Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a consent to assignment of a Hangar and Ground Lease Agreement for lease site 50S by John J. Janovetz to Deer Horn Aviation Ltd. Co. at Fort Worth Meacham International Airport. DISCUSSION: On March 26, 2021, the City (Lessor) and John J. Janovetz, an individual (Lessee) entered into City Secretary Contract (CSC) 55497, known as Hangar and Ground Lease Agreement for Lease Site 50S at Fort Worth Meacham International Airport (Lease). Lease Site 50S consists of a 2,600 square foot hangar and 3,120 square feet of ground space. The initial term of the Lease commenced on April 1, 2021 and expires on March 31, 2031. In addition to the initial term, the Lease provides the option to renew upon expiration of the initial term. Renewal options allow Lessee two (2) consecutive options to renew for successive terms of five (5) years each. On April 15, 2021, staff received a request from Lessee to consent to an assignment of the Lease to Deer Horn Aviation, Ltd Co. Upon City Council approval, Deer Horn Aviation Ltd. Go. will assume the leasehold interest and obligations associated with the lease. The Lease prohibits any assignment of the lease or causing any lien to be made on improvements constructed on the leased premises without City Council approval. These types of transactions are routine for airport tenants and staff has no objection to this request. Under the current agreement, John J. Janovetz remits the amount of$14,342.90 annually to the City, . payable in monthly installments of$1,195.24 for the hangar and $1,466.40, payable in monthly installments of$122.20 for the ground space. After the assignment, Deer Horn Aviation Ltd. Co. will remit the same amount and be subject to the provisions contained within the original agreement. Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2. FISCAL INFORMATIONICERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and execution of the lease agreement, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Department Account Project Program Activity BudgetL(Chartfield Reference# Amount Fund ID _ ID Year 2) FROM [-'de—ip—a—rtment Account Project Program fActivity rBudget I Reference# Amount ID ID Year Chartfield 2) J Submitted for City Manager's Office bye Fernando Costa (6122) Originating Department Head; Roger Venables (5402) Additional Information Contact: Ricardo Barcelo (5403) ATTACHMENTS 50S Location Map.pdf