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HomeMy WebLinkAboutContract 48506-CA1 CSC No. 48506-CAl CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 48506 UNIMPROVED GROUND LEASE AGREEMENTS FORT WORTH SPINKS AIRPORT LEASE SITE 20E This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 48506, ("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 Dana Burghdoff, its duly authorized Assistant City Manager; DUMONT GROUP PROPERTIES VI, LLC ("Lessee"), a Texas limited liability company, acting by and through DANIEL S. PIRAINO, its duly authorized Manager; and AIR CENTER HELICOPTERS, INC. ("Assignee"), a Delaware corporation, acting by and through JOHN L. BEAN its Executive Vice President. RECITALS: The following introductory provisions are true and correct and form the basis of this Consent: A. On December 13,2016(M&C C-28043)City Council authorized Lessor to enter into a certain Hangar and Ground Lease Agreement (CSC No. 48506) with Dumont Group Properties VI, LLC, dated December 23, 2016, (the "Lease"), for the lease and use of real property known as Lease Site 20E and any improvements and facilities thereon("Leased Premises")at Fort Worth Spinks Airport ("Airport"); B. On June 28, 2017, Lessor, Lessee, and Wilmington Savings Fund Society, FSB ("First Lender") entered into a Consent to Leasehold Deed of Trust which was incorrectly Tabled with CSC No. 35803-CA2, a contract that had been terminated months prior, instead of CSC 48506; C. On June 9,2020, Lessor, Lessee,and Groupo Piraino, LLC and Deak Companies,LLC, both Delaware companies ("Second Lenders") entered into CSC 48506-CD IEC 1 which was the second consent agreement entered into by the Lessor related to this property; D. In the latter part of 2021 Lessor was approached by Lessee requesting a third consent to leasehold deed of trust which was intended,according to the Lessee,to allow for the prospective sale of the leasehold interest to a future tenant in which, on April 7, 2022 Lessor, Lessee, and Cortland Credit Lending Corporation ("Third Lender") entered into CSC 48506-CD2, the third Consent to Leasehold Deed of Trust; E. On March 11,2022, Lessee notified Staff of a proposed sale of its leasehold interest in Lease to Assignee,pending City Council approval;and Consent to Assignment of CSC No.48506 by Dumont Group Properties VI,LLC to:Air Center Helicopters,Inc. OFFICIAL RECORD Page l of CITY SECRETARY FT.WORTH, TX F. 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 title and interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the date that Lessor, Lessee and Assignee have executed this Consent("Effective Date"). The Lease is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department and is incorporated herein by reference for all purposes. 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 snore extensive than any right, privilege or use granted to Lessee by the Lease. In the event of any 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. 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. 6. 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 Consent to Assignme€u of CSC No.48506 by Dumont Group Properties V[,LLC to:Air Center ltelicopters,Inc. Page 2 of 8 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. 8. 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.48506 by€3unnont GTOUP Properties Vl,LLC to:Air Center Helicopters,Inc. Page 3 of 8 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of ,2022. CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: Agea kGIh*2f Z By:Dana Burghd off(Ap 19,20221 :10 CDT) By: gT ' Dana Burglidoff Thomas Royce Hansen, Assistant City Attorney Assistant City Manager ATTEST: aq�FOR4-Q a A r 19 2022 Tgvrvre fe s. Goo�1gll a �°°°°°°°° Date: By: Jan nette S.Goodall(Apr 20,202212:20 CDT) 0 o° °�L%0 ° .Iannette S. Goodall, City Secretary F11. 1. °o9od d M&C: 22-0283 / ° A �d 0°J0000000 ° *00 add Form 12951: 2022 86`0404022 � XASbAp 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 Dana Burghdoff, known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that the sarne was the act of the City of Fort Worth and that lie 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 2022. Apr 20,2022 Selena Ala(Apr 20,202212:10 CDT) R SELENA ALA Notary Public in and for the State of Texas Ntary Public STATE OF TEXASMy ComNotm�°P.'Ma 3;2zo24 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] Consent to Assignment of CSC No.48506 by Dumont Group Properties Vt,LLC to:Air Center 1 lei icopters,rne. OFFICIAL RECORD Page of CITY SECRETARY FT. WORTH, TX 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. Barbar Goodwin Real PropeLty Manager Title [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] Consent to Assignment of CSC No.48506 OFFICIAL RECORD by Dumont Group Properties VI,LLC to:Air Center Helicopters,Inc, CITY SECRETARY Page 5 of 8 FT. WORTH, TX LESSEE: DUNION UP ROI?ERTIES VI,LLC. By: dLAKEL S.PARAINO Date: / STATE OF T-E-X-A-S § COUNTY OF'�f A o CQ7c-1 IP__ § btu BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared DANIEL S. PIRAINO 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 DUMONT GROUP PROPERTIES VI, LLC, and that he executed the same as the of DUMONT GROUP PROPERTIES VI, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this --+� l day ,2022. MICHELLE N.FRIEDMAN NOTARY PUBLIC STATE OF DELAWARE otaty Public in and for the State o My Commission Ekes April 1,2024 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] OFFICIAL RECORD CITY SECRETARY Consent to Assignment of CSC No.48506 by Dumont Group Properties V1,LLC FT. WORTH, TX to:Air Center Helicopters,Inc. Page 6 of 8 ASSIGNEE: AIR CENTER HELICOPTERS, INC. By: f — - JO L BEAN Date: `'f 13 f 20 Z 2-- STATE OF TEX_ S S COUNTY OF c YIM S BEFORE ME, the undersigned authority, a Notary Public in and For the State of Texas,on this day personally appeared JOHN L.BEAN 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 AIR CENTER HELICOPTERS, INC., and that he executed the same as the of AIR CENTER HELICOPTERS, INC., for the purposes and consideration therein expressed and in the capacity therein stated. 1. '�)� GIV�N UNDER MY HAND AND SEAL OF OFFICE this day 1 ,2022. v � My Commiennifer Gsaon Bryantawn pss Notary Pu 'lic in and f •the State of Texas 0012012022 �gjFOF A- ID No.126924057 Consent to Assignment of CSC No.48506 OFFICIAL RECORD by Dumont Group Properties VI,LLC to:Air Center Ifelieopters,Ine. CITY SECRETARY Page 7 of S FT. WORTH, TX DocuSign Envelope ID:910BA4A2-B75E-4175-A72E-B5E4E949B516 VERIFICATION OF SIGNATURE AUTHORITY DUMONT GROUP PROPERTIES VI,LCC 2000 BRETT ROAD NEW CASTLE,DE 19720 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Operator and to execute any agreement, amendment or change order on behalf of Operator.Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Operator. City is frilly entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Operator. Operator will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Operator. 1. Name: Daniel S. Piraino P WW,)�je�VO and Manger 87 248 _., Igna ure 2. Namrt e:: Thomas Hugh �lgne�f tlyp MAs hp� Signs ure 3. Name: Joseph A. Martin Position: Chief Business Officer FUoou5lgned by: ,�a�9ll7ls�,❑L Q. Nl.m+v,, IgIPd USAM474... ra111$cuSlgned by: .Ain,it t S. ptrikh ------------- Signature o Fresident/CEO Manager Other Title: Date: 4/13/2022 Qthdal site of Hie Cty of Fort Worth,TL,as CITY COUNCIL AGENDA FORTY 00 7_ Create New From This MSC DATE: 411 212 0 2 2 REFERENCE**M&C 22- LOG 55FWS CONSENTASSIGNMENT GRIND NO.: 0283 NAME: LEASE 20E,AIR CENTER CODE: C TYPE: CONSENTPUBLIC NO HEARING: SUBJECT: (CD 6)Authorize Execution of a Consent to Assignment of City Secretary Contract 48506, a Ground Lease Agreement for Lease Site 20E by Dumont Group Properties VI, LLC to Air Center Helicopters, Inc. at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a consent to assignment of City Secretary Contract 48506,a ground lease agreement for lease site 20E by Dumont Group Properties VI, LLC to Air Center Helicopters, Inc.at Fort Worth Spinks Airport. DISCUSSION: On December 13,2016,through Mayor and Council Communication(M&C)C-28043,City Council authorized Lessor to execute an unimproved ground lease agreement under City Secretary(CSC) 48506 with Dumont Group Properties VI,LLC(Dumont),dated December 23,2016,for lease and use of real property known as lease site 20E and any improvements and facilities thereon,consisting of 158,735 square feet of ground space and a 51,300 square foot hangar(Lease Premises)at Fort Worth Spinks Airport(Airport). There were no mandatory improvements required. On March 24, 2020,through Mayor and Council Communication(M&C)20-0202,City Council authorized Lessor to execute a Consent to Leasehold Deed of Trust with Dumont in favor of Group Piraino, LLC and Doak Companies, LLC to refinance a business loan to facilitate development at lease site 20E. On February 22,2022,through Mayor and Council Communication(M&C)22-0124,City Council authorized Lessor to execute a Consent to Leasehold Deed of Trust with Dumont in favor of Cortland Credit Lending Corporation to obtain an additional business loan,using as collateral, improvements on lease site 20E. Dumont recently notified the Aviation Department of a request for a consent to assignment of the lease to Air Center Helicopters, Inc. (Air Center)due to a pending sale of its leasehold interest to Air Center. The lease will expire on December 31,2056,with no options to renew. On January 1,2049,a hangar rate will be added to the lease agreement to be included with the ground rate. The hangar rate will be determined in a uniform non-discriminatory manner in accordance with all laws,rules and regulations applicable to the Airport. Annual revenue from the lease is approximately$46,807.81 payable in monthly installments of $3,900.65. Rental rates shall be subject to an increase on October 1st 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 then current rate published in the Schedule of Rates and Charges. Five-year rate adjustments are applied to the ground rate with the next scheduled adjustment on October 1,2022 and every fifth year thereafter. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6 FISCAL INFORMATIONICERTIFICATION: 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 due to the City. TO TOFund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by_ Dana Burghdoff(8018) Originating Department Head: Roger Venables(5402) Additional Information Contact: Ricardo Barcelo(5403) ATTACHMENTS Air Center i2B5 Form(ACHI executed),pdf (CFW internal) Dumont 1295,pdf (CFW Internal) FID TABLE.xlsx (CFW Intemal) Location Map E20.pdf (Public) EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT Consent to Assignment ofCSC No.48506 by Dumont Group Properties Vt,LLC to:Air Center Helicopters,tic. Page 9 of 8 ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made effective this 15th day of April, 2022, ("Effective Date"), by and between Dumont Group Properties VI, LLC, a Delaware limited liability company ("Assignor"), and Air Center Helicopters, Inc., a Delaware corporation ("Assignee"), sometimes together referred to as the "Parties." WITNESSETH: WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease Site No. 20E Fort Worth Spinks Airport, more commonly known as City Secretary Contract No. 48506, 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 January 1 , 2017 (the "Lease Agreement"), Assignor is currently the lessee of approximately 158,735 square feet of unimproved ground space at Fort Worth Spinks Airport in Fort Worth, Tarrant County, Texas, known as Lease Site No. 20E (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 IV274710015114 U3704.DOCX 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. 6. 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 A0 2 74 710 0 1 511 4U3704.DOCX ASSIGNOR: ASSIGNEE: By: DANIELS. PIRAINO By: JOHN L. BEAN Dated: , 2022. Dated: ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3 1 A0274710015\14u3704.DO CX ASSIGNOR: ASSIGNEE: By: By: John L. Bean Dated: 12022, Dated: ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3 l A0274710015114 U3704.DOCX Exhibit "A" Unimproved Ground Lease Agreement Lease Site No, 20E Fort Worth Spinks Airport Page 1 I.)f 38� D216305300 121301201E 2:40 PM PGS 30 Fee: $164.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records L su Mary Loulse Garcia FoRTWORTH STATE OF TEXAS § COUNTIES OF TARRAN T,DENTON,JOHNSON,PARKER,AND WISE § I,RONALD P, GONZALES, Assistant City Scomtary of the City of Fort Worth, Texas do hcrcby certify that the above and foregoing is a true and correct copy of Contract No. 48506,duly presented, approved, and authorized by the City Council of the City of Fort.Worth, Texas, at a regular meeting held on fife 13"' day of December,2016, on M&C C-28043, as same appears of record in the Office of the City Secretary, WITNESS MY HAND and the Official Seal of the City of Fort Worth,Texas,this the 280' day of December,2016. AIR." � l_frn Id:- P.Gonzales, sistant City Secretary City of Fort Worth,Texas ij. o� . a 4000o000,00 q' City Secrdtary's Office City of Fort Worth*1060 Throclmorton Ssreet*Fort Woiih,Texas 76102 (817)392-6150*FAX(817)392-6196 3 i a FORTWORTH 197VLO STATE OF TEXAS § COUNTIES OF TARPANT, DENTON, JOHNSON,PARKER,AND WISE. § I, RONALD P. GONZALES, Assistant City Secretary of the City of port Worth, Texas do hereby certify that the above and foregoing is a true and correct copy of Contract No. 48506, duly presented, approved, and authorized by the City Council of the City of Fort Worth, Texas, at a regular meeting held on the 13't' day of December, 2016, on M&C C-28043, as same appears of record in the Office of the City Secretary. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the 28`r` day of December,2016. Ronald P. Gonzales, sistant City Secretary City of Fort Worth,Texas �� Os 000000po O� 0 ��O O 0 00 0 O o n 4 0 °oa0000° ICY A City Secretary's Office City of Fort Worth*1000 Tlwoclanorton Street*Foit Worth,Texas 76102 (817)392-6150*FAX(817)392-6196 FORTWORTH STATE OF TEXAS § COUNTIES Ok TARRANT, DENTON,JOHNSON,PARKER, AND WISE § 1, RONALD P. GONZALES, Assistant City Secretary of the City of Fort Worth, Texas do hereby certify that the above and foregoing is a true and correct copy of Contract No. 48506, duly presented, approved, and authorized by the City Council of the City of Fort Worth, Texas, at a regular meeting hold on the 13"' day of December, 2016, on M&C C-28043, as same appears of record in the Office of the City Secretary. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the 28"' day of December, 2016. Ronald P. fzales,esistant City Secretary City of Fort Worth,"Texas ,d-aaun�� a� 'Foll f 4" O 00°O°°Opn00I �� o� 0 0 °"� 0 � 0= n n ° oo J�- 0ICY 00 0000000.0 City Secretary's Office City of Fort Worth*1000 Throckinorton Street*Fort Worth,Texas 76102 (817)392-6150*FAX(817)392-6196 CITY SECRETAW t FORT WORTH SPINKS AIRPORT CONTRACT NO. I'-I ' Wl HANGAR AND GROUND LEASE AGREEMENT LEAST SITES 20E This HANGAR AND GROUND LEAST 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 lvlaiiager, and DUMONT GROUP PROPERTIES VI, LLC ("Lessee"),a Delaware Limited Liability Company,acting by and through Kevin M. 'Wargo, its duly authorized Manager. 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 158,735 square feet of ground space ("Ground Space"), including a 51,300 square foot hangar("Hangar"),known as Lease Site 20E,("Premises"), at Fort Worth Spiniks.Airport ("Airport")in Fort Worth,Tarrant County, Texas, as shown in IExhibit"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 Terin") shall commence at 12:00 a.m. on January 1, 2017 ("Effective Date") and expire at 11:59 P.M. on December 31, 2056, unless terminated earlier as provided herein. The ground rate described in Section 3 below will begin on the Effective Date of the Lease and continue through the full term of the Lease Agreement. On January 1, 2049, a hangar rate will be added to the Lease Agreement and included with the ground rate pursuant to Section 3 below. The hangar rate will be equal to the then Fair Market Valtie, as determined by Lessor's market analysis and will expire with the ground rate on December 31, 2056. The hangar rate will be. determined in a uniforin non-discrinninatory manner in accordance with all applicable laws,rules and regulations applicable to the Airport, uunror T crrouP,r.r.c OFFICIAL RECORDHang Lome ritc2 Ground Lcasa CITY 8ftNErAny teascSitc20F. Pot9 Worth SPinf:s Afrprt FT. WORM TX Page k Gr21 � L9 2.2. 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 .bates and Charges or similarly published schedule in effect at the time of the Holdover. 'The hangar rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third party vendor that has been approved and secured by Lessor . A ten percent (10%) increase will be added to the Fair Market Value rate until a new lease agreement is approved and executed. The holdover period will not exceed six (6) months from the time the current lease agreement expires. Upon the expiration of the holdover period, the City may exercise all legal rights and remedies available, including but not limited to eviction. 3. RENT. 3,1. Rates and Ad'ustments The rental rates under this Lease are based on Lessor's current published Schedule of Rates and Charges described on Exhibit: "11" attached hereto and made a part of this Lease for all purposes. Rental rates are subject to increase beginning October 1, 2017, and on October 0 of any subsequent year during the Initial Terin, to reflect any upward change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan-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 gates 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 continence the payment of rent for the hangar on January 1, 2049. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Hangar, the then Fair Market Value, as deterinhied by Lessor's market analysis,_which analysis shall be uniform and non-discriminatory and compliant with all applicable laves, rules and regulations applicable to the Airport. A Lease Amendment will be drafted to include the hangar rate. 3.1.2 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, as annual rent for the Ground Space, forty-two thousand, eight hundred fifty-eight dollars and forty-five cents ($42,858.45), at a rate of twenty-seven cents DUMONT GROUP,LLC Hangar and Ground Lease Lease Sife 2OF Port Woilh Spinks Airport Page 2 of2r ($0.27) per square foot, payable in equal monthly installments of three thousand, five hundred seventy-one dollars and fifty-four cents($3,571,54). 3.2. Five-Year Adjustments In addition to the Annual Rent Adjustments,on October 1,2022,and every fifth(51") year thereafter for the remainder of the Initial Term (i.e, on October 1 st of 2027, 2032,2037, 2042,2047, and 2052), 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 Payment Dates and Late Fees. Monthly rent payments are due on or before the first (Ist) 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 (10th) day of the month for which payment is due. Without limiting,Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent(10%)per month on the entire balance of any overdue rent that Lessee may accrue. 4. CONSTRUCTION AND IMPROVEMENTS, 4.1. I)iseretionai.y Improvements Lessee may,at its sole discretion,perform modifications,renovations, irllprovements 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, which approval shall not be unreasonably withheld, delayed or conditioned. 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. 4.2. 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 Sumrna►y of the total cost/value of the discretionary improvements. DUNIONT GROUP,I.IX Hangar and Ground Lease Luse Site 20E Fort Worth 5pinks Airport Page 3 of 21 4.3 Bonds Required of Lessee. Prior to the conunencernent 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) Rill payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the construction of such Improvements. In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125% of the full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest 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 out 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. 4.4 Bonds Required of Lessee's Contractors, Prior to the commencement of any discretionary improvement in excess of $100,000.00, 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 covet` 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) Rill 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 nacre both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.5 Relcases 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, of (ii) where DUMONT GROUP"[,LC I angar and Ground LC15e Wtw Site 20F Fort worth Slinks Airport Page 4 of 21 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,MISES. 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—the Premises or any portion thereof to its affiliate Dumont Aircraft: Maintenance, LLC ("Dutnont"), and other third parties ("Snb1C58CCS") 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, except for a sublease to Dumont, approved in advance by Lessor, such approval not to be unreasonably withheld, delayed or conditioned. 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 nondiscriminatory 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 RE,CORDIMEPING. 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 rental rates for the immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more fi•equent 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 reasonably satisfactory to Lessor's Internal Auditor, which will be delivered to the Premises upon Lessor's written request. 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 review 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. DUMONT CROUP,LLC Hangar and Ground Lcose Lcasc SR4w 20L r'orl Worth.Spinks Airport Page 5 of 21 Lessee,at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically-operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Cedes"), 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 and damage caused by casualty excepted. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including,but not limited to,the maintenance of and repairs to all hangars and other structures, doors, windows and 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 invite,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 tinne 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 DUMONT GROUP,LLC Hangar mid Ground Lease Lease Site 20E Dori Worth Spinks Airport Page 6 of 2l hours and shall provide Lessee at least two (2) hours' notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) 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, after written notice to Lessee, perform such maintenance or repairs, on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, which cost Lessor shall provide to Lessee in writing, including supporting documentation, 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 Rernediation. 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 firlly 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 INVITE,ES. 9. SIGNS. AUMONT GROUP,I.r.0 Hangar and Ground Lease Lcasc S itc XE- Fort Wortlt,9ph*s Airport Page 7 of 21 Lessee may, at its sole expense and with the prior written approval of the Director, which approval shall not be unreasonably withheld, delayed or conditioned, 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 tape any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport, 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, provided that such development and improvement shall not unreasonably interfere with Lessee's use and enjoyment of the Premises hereunder. Accordingly,nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or maintenance of the Airport and is requited 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 Lcssec's primary operations on the Premises ("Limitation") for a period of less than seven (7) days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor ate 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), 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) DUMONT GROUP,I.rLC I langar and Oround Lease Leine Site 20E Fart Worlh Spids Airport Page 8 of 21 Lessee may terminate this Lease upon flirty (30) days' written notice to Lessor, or (iii)Lessee may exercise any other legal rights or remedies available to it. 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. III 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 fi-om the United States Government. If any lease between Lessor and the United States Government executed pursuant to this SQction 10.4 directly causes a Limitation for a period of less than seven(7) days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven(7) days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lesson 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 fear, 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(as defined in FAA Compliance Manual S 190-6b) 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. 10.6 Lessee's rights hereunder shall be subject to all existing and future utility and drainage casements and rights-of-way granted by Lessor for the installation, maintenance,inspection,repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly-owned property for the provision of utility services. 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 DUNIONT GROUP,LLC Hangar and Ground Lease Lcasu Site 20E tort Worth Spinks Airport Page 9 of21 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 for 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 C werage 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 witl-dn thirty (30) days following notice to Lessee. 11..2. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnrish 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 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 reasonably satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport, to grant additional insured status to the City, its Officers, 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. DUMONT GROUP,LLC Hangar and Ground Lease Lease Site 20E Port Worth Spinks Airport Page 10 of21 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 einployee 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 sul3er for shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee Rirther agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 1.3. 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 THEAIRPORT UNDER THIS LEASE OR WITH TI`IE 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 HARMLESSAND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS, INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS, AND/OR PERSONAL INJURY INCLUDING DEATH, TO ANYAND ALL PF_RSONs, OFANY ICIND 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 OFFICE,RS A GENTS,SERVANTS OR EMPLOYEES LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES' TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITH ANYAND 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. nUNIONT GROUP,LLC Hangar and Ground Lease Lease Site 2013- Port Worilt SpiAs Airport Pogo 11 or21 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 FIN'S 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 udder this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten(10) 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 bey 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, provided, however, if such breach or default cannot reasonably be cured within thirty (30) days, then Lessee shall have such period of time as is reasonably necessary to cure such default, so long as Lessee promptly commences such cure and diligently pursues same to completion. Lessee shall have thirty (30) days (or such longer period as provided above) following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach or default. 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 days,other than for renovations,alterations or because of a casualty, shall constitute grounds for in-nnediate termination of this Lease by Lessor if Lessee fails to occupy the Premises within ten(10) days after written notice fiom Lessor to Lessee. 14A. Lessce's Financial Obligations to Lessor upon Termination,Breach or Default. DUhtONT GROUP,LLC Hangarand(wound Lease Lvise Site 20E Fort Worth Spinks Airport Pnge 12 01'21 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 forii it 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, in the event of a lawfirl termination hereunder, it will assert no claim of any bind against Lessor, its agents, servants, employees or representatives, which may stem from such lawful termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i) when hand-delivered to the other party, its agents, employees, servants or representatives, or (ii) five (5) days from the date on which such notice is deposited in the United States Mail,postage prepaid,addressed as follows: To LESSON: To LESSEE: City of Fort Worth Dumont Group Properties VI, LLC Aviation Department Attention:Kevin M. Wargo 4201 N Main St,Suite 200 2000 Brett Road Fort Worth TX 76106 New Castle,DE 19720 With a mandatory copy to: Joseph A. Martin,Esq. Martin Law Firm,LLC 1521 Concord Pike,,Suite 3 01 Wilmington,DE 19803 16. ASSIGNMENT,AND SUBLETTING. 164, In General. DCrl17ONT GROUP,LLC IInngar and Ground Lease Lcasc Siw 20E Port Worm Spinks Airport Page 13 or21 Lessee shall have the right to sublease the Premises (or any portion thereof) as provided by and in accordance with Section S 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, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Lessee may assign this Lease with Lessor's consent to any entity that acquires all or substantially all of Dumont's assets. 16.2. Conditions of At) roved Assignments eats 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 tine 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 for which Lessor shall provide written notice hereunder and thirty (30) days to cure such breach, failing which Lessor may terminate this Lease by written notice- to Lessee. 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. I.S. 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 WIT14 LAWS,ORDINANCES,RULE,S 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 invitces 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 DUMONT GROUP,LLC 11nagar and Ground Lease Lease Site 20E Port worth Shrinks Airport Page 14 or2l 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,tfansgender,gender identity or gender expression. Lessee agrees to furnish its accommodations and to price its goods and services in a commercially reasonable manner to all persons in accordance with all applicable laws, ordinances, rules and regulations. 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 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. DUNIONr GROUP,LLC Hangar and Ground Leasc Lease Site 2Ur'. Fort Worth Spiuks Airpori Page 15 of2l 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 fie 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' r,E,ES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys'fees. 26. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of 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 Lesson 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 AGRE EMENT. 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. Hangar and Ground Lease Lease Site 20B Fort Worth Spit&Airport 11agc 16 of 21 30. COUNTERPAWS. This Agreement may be executed in one or more counterparts. Facsimile and .pdf signatures shall be effective. An original of this Agreement shall be provided to Lessor's Secretary's office for filing. [Signature Pages Follow] DUNIONT GROUP,LLC IJangar and Ground Lease Lcasc Sitc 20E Mori Worth Spiuks Airport Page 17of21 IN WITNESS W_ HEREOF,the parties hereto have executed this Agreement in multiples On this the '71 day of ,2016, CITY OF FORT WORTH: By: rho��-...—...-.- Fernando Costa Assistant City Manager Date: a/. c - - --- - STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and fox the State of Texas, on this day personally appeared Fernando Costa, known to me to be the person whose name is subscribed to the foxegovrg 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. GIV N UNDER MY HAND AND SEAL OF OFFICE this �3, y( day 2016. IRIK MA t JOH14SON S!k r rliq S r r° 'n Notary Public,State n!TexasAllj�c Cort3rrl, 1 xp,res o4-t 7.218 Notary Public ' and r.fhe Slate of Texas APPROVED AS TO FORM ATTE AND 1 OALITY: f� Paige Mob no, 5.f . City Secretary Assistant City Attorney M&C: C-28043 OF Fp�� Date: I2/13/16 :Q ' rC1 1295 Certificate No: 2016-131612 OFFICIAL RECORD DUMONT GROUP,LLC 11mignrand Ground Lcasc CITY ORC11 AIRY Lease Silc2t]L: Fort Worth Spinls Airport FT. HUOR H4 TX Page 17 of21 LESSEE: DUMON IGR UP PROPERTIES VI,LLC ATTEST: By: By: Kev' . V4 ar , M ng`r Date:December 14,2016 STATE OF Delaware § COUNTY OF New Castle § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Delaware, on this day personally appeared Kevin M.'Wargo,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 Dumont Group Properties VX, LLC and that he executed the same as the act of Dumont Group Properties VI, LLC for the purposes and consideration therein expressed mid in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 14t1'dgy Peceniber 2016. Notary Public in and for the State of Delaware AMBER AR RIE ACts Ti PU STATE OF DFIAWAg 2047 My Comm3ssWn ExOM July bUNIONT GROUP,LLC I fangarand Cround r,casc Lease site 20E >:ort Worth Spinks Airport Page 19of21 EXI-HBIT A REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE 7S D€moirtT GRoup,u.c Hangar and Ground Lease Leasa Site 20E EoA Worth Spinks Airport Page 20 of21 FORTWORTH REAL PROPERTY DESCRIPTION FOR LEASE SITE 20E A parcel of land lying and situated in Block 5,Dort Worth Spinks Airport as recorded in Cabinet A,Slide 353,Plat Records of Tarrant County,Texas,and being more particularly described by metes and bounds as follows: Commencing at a 1/2"iron rod found(control monument)at the northeast corner of said[clock 5 and being the northwest corner of that certain Tract 2 called 8,789 acres as conveyed to Phoenix Industrial Park,LLC,according to the deed recorded at Instrument No.D206319454,Deed Records of Tarrant County,Texas; Thence:with the common line between said Block 5 and said Tract 2 and generally along a chain link fence,South 00 dcgrees 45 minutes 35 seconds West,880.31 feet to a 5/8"iron rod with plastic cap stamped"FT WORTH SURVEY DIVISION"set at the Place of Beginning of herein described lease: Thence:continuing along said common line,South 00 degrees 45 minutes 35 seconds West, 392.84 feet to a 5/8"iron rod with plastic cap stamped"FT WORTH SURVEY DIVISION"set, from which a 1/2"iron rod found at the southwest corner ofsaid'frnct 2 bears South 00 degrees 45 minutes 35 seconds West, 152.98 feet; Thence:North 89 degrees 14 rninutes 57 seconds West,404.07 feet to a"X"set in concrete; "Thence:North 00 degrees 45 minutes 35 seconds East,392.84 foot to PK nail with shiner stamped"CFW SURVEY-DIV"set in asphalt; Thence:South 89 degrees 14 minutes 57 seconds Fast,404.07 feet to the Place of Beginning containing 158,735 square feet of land,as surveyed on the ground December,3,of 2014. Basis of Bearings:Spinks Airport control monuments 1,2,&3 as shown on plat recorded in Cabinet A,Slide 353,Plat Records of Tarrant County,Texas.Distances are ground measurements. Note;In accordance with the Texas Board of Professional.Land Surveying,General Rules of Procedures and Practices,663.19(9),this"report"consists of the hereon real property description,and a Map of Survey being attached herewith,as prepared by Marshall Lancaster& Associates,Inc.,Firm No. 10045100, ,.1G......: ... ..X. MICNAEL W. CAU400H ► ►.►..►uuew..V Michael W.Calhoun B14 *� fSSwQ�: Texas Registered Professional Land Surveyor,No.6143 Q Sp Date:December 9,2014 MA1611ALL LANCASTER&ASSOCIATES,INC. CONSUI;rING LAND SURVEYORS 1864 NORTH NORWOOD DRIVE,SUITE E ITURST,TEXAS,76054 FIRM No. 10045100 TRANSPORTATION AND PUBLIC WORKS DEPARTIV ENT SurtvxYrnc Settvrc" Tur:Crn'ar•Fartr WO RM * 8851 CwlntS R05VIC Rtvtl%S1 * Fnrtr WnaTtl, FxA%76116 817 392-7925 * FAx 817-392-7895 b � x � IR tea. P'm lrtgpq �TX eeix'1•,cecsm 3 .ita:'s x,mtrM f 8W .[SY94 uw sn uvo]atla ,�IZlf.Y,tY,ti.S92 Irilr ascx ti 421 f 14!A, a - W OR [� U C� U N o0 0A4act c• W 64 • 9Y tit w a o� d ads EXHIBIT B REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE 7S Seliedule of Rates and Charges DUNIO T GROUP,r LC Hangar and Ground Lease Lease S ite= Fort«lorlh Spivks Airport Page21 of21 FORTWORTH � x >� at ✓ �1 AVIATION �� y t r y 2.2 ...... .... ....... .. .._ ...... ..... .. . �-.,� e.-.,.".-y.., ..:.. _..mow �:4= _ � Y r • t J: k YY w h � r ., _''�� M �•� � -� err T� q r . 6 1 " A Adopted by the Fort Worth City Council � � j����t � a 1ir,ia August 30, 2016 �I � j ,� 1 �t7r�� � '� M&C G-18803 � �3 � ` TABLE OFCONTENTS AviationDirector Authority....................................................................................................— .................3 ANNUAL ADJUSTMENT[)F RATES AND CHARGE8-- ........... ........................ ................................3 LANDINGFEES.................... .................... .................................. .......... .........— ..................... ............_3 Commercial Landing Fee ................____..... .............. ..... ......... ............................... ............ ...........3 Non-Commercial Training or Maintenance Landing Fee.......... . ............................................................3 � Military Operations Landing Fees............................... ................. ....... ............................ — ..............3 � OFFICESPACE................................ ...........................................................................................................4 � Meacham Administration Building............ ............................................................................... ................4 � Meacham Administration Building—3m Floor Conference Conba .-----.,—.—..—.....---..---4 Office and Other Building Space—Annually..................................................................... .......................4 HANGARSPACE -------------............................... .............-- ..............................................4 T'Hungwr Space........... — ........... ......................................... .................................................................5 CommunityHangar Gpmoo—..... .............................. ........ ....... ...................... .................... ..................5 StorageRooms............................................................................... ........... ............. ................................5 AircraftParking -Monthly....................... — ..................... .......................... — ....................—.......... ......6 � AircraftParking— Daily..................................................................................................... .............. ........D � LANDLEASE..................................................................................................................... .... ...... .............8 Land Per Square Foot—Annually....... ......... -- .......... ............... .............. ................................. —�O FILL SITES...---------------------....... —....... ........... ------------.—..0 AIRPORT ACCESS FEES (THROUGH THE FENCE)........ ............. ......... ........................................ .......6 | Alliance Airport—Access Ordinance 16031'O5'2OO6 ................................................ ..............................8 � Meacham International and G0Nka Airports .................... .................................................................. .....6 0iS. CUSTOMS FEES ..................................................................................... .................................... O AIRPORT FUEL -----------------------.-------.----..---- ........... ...6 FuelFarm Usage Fee............... ............--........ — .............. .................. -- ....... ----- .............0 FuelFlowage Fees........................ ............. .......... ..................................................... .................... .......0 MISCELLANEOUS FEES....................... ...................... ...... .......................................................... .......7 LateFees...................... .............. ...................... — ..........___.............—....... ......... ....... — ............ .....7 Fees related hz Development qmmn Airport(Including but not limited hn Survey, Easements).................7 Official Public Records Fee Schedule.......... ................................................... ....... .............. —..............7 LeaseASnIgnn)eni Fee.... .............. .......................... ........................................... .............. ................ Monthto Month Leases........... ......................................................... .......................................................7 Paper Copies and Key Copy Fees............................................... ........................................ ............... ...7 � ADDITIONAL PROVISIONS...... ........................................................... ......................................................8 DevelopmentApplication.... ........................................................... ........ .............. ..................................8 LeaseExpiration Penalty............... ....................................... .................................. ................. ......... ....8 WeightCalculations................. —......... ........... ........ ...... ------............. ...... ......... ......................8 Non-Airworthy Aircraft............................................. ...................................................... ....... ..................8 Fair Market Value Hangar Rate... . ............ ............. ................ .............. ....................................... .8 AVIATION DIRECTOR AUTHORITY The Director is authorized to assessor waive tees that are not specifically addressed in the Rates and Charges such as the use of office equipment, carports, miscellaneous construction by Department resources, fees associated with private development and other aviation related fees and charges that may occur on an infrequent basis. Lessee may not undertake or allow any party to undertake any kind of alterations, erection, improvement or other construction work on or to the premises unless it first requests and receives approval from the Director or his/her authorized representative. These rates and charges pertain to all Fort Worth Airports unless otherwise noted per section. ANNUAL ADJUSTMENT OF RATES AND CHARGES Existing Lessee's which are subject to an annual Consumer Price Index (CPI) adjustment shall be adjusted by three percent(2.3%) as of October 1, 2016 per their current lease agreement. Month-to-month leases will reflect current rates and charges as described below. LANDING FEES COMMERCIAL LANDING FEE A Commercial Aircraft Operation is one that does not have a Use Agreement with the City of , Fort Worth; and conducts operations at Fort Worth Alliance Airport under FAR Parts 121, I 125, 129, 135 with a Maximum Certified Gross Landing Weight (MCGLW) over 80,000 pounds. . No landing fee is assessed at Meacham or Spinks Airports. Landing Fee per 1000 pounds $1.75 Minimum Landing Fee $100.00 NON-COMMERCIAL TRAINING OR MAINTENANCE LANDING FEE _ A Non-Commercial Training or Maintenance Operation is one that is operating at Fort Worth Alliance Airport under FAR Fart 91 over 70,000 pounds MCGLW, for training or maintenance purposes; and is not involved in any commercial activity for hire when landing. No landing fee is assessed at Meacham or Spinks Airports. Landing Fee per 1000 pounds $1.55 Minimum Landing Fee $70.00 MILITARY OPERATIONS LANDING FEES Military operations are exempt from landing fees if the aircraft is acting on the behalf of the military under the jurisdictional control of the armed forces of the United States or the National Guard. Foreign military aircraft are subject to rates listed above. PAGE 3 OF 8 OFFICE SPACE MEACHAM ADMINISTRATION BUILDING Lower Level $ 14.00/sq,ft. First Floor $ 16.00/sq.ft. Second Floor $ 17.00/sq.ft, Third Floor $ 18,001sq,ft. FBO Space $22.001sq ft Entrance Sign $ 95.001month E . 1 MEACHAM ADMINISTRATION BUILDING--3R"FLOOR CONFERENCE CENTER Rental Rates 4 Hour Minimum Tenant Room Rental 8-5 M-F $50.00 Tenant Room Rental AfterhoursMeekends $75.00 City Department Rental 8-5 M-F $250.00 City Department Rental AfterhoursMleekends $300,00 Non-Tenant Rental 8-5 M-F $500,00 Non-Tenant Rental Afterhours/Weekends $750.00 Non-Tenant Rental Deposit $200.00 Additional Fees If.needed Training Set U (Rectangle Tables with Chairs $76.00 -Reception Set U Round Tables with Chairs $125,00 Theater Set Up (up to 125 Chairs no tables $50.00 Use of Kitchen $75.00 Clean-up Fee 8-5 M-F $50.00 Clean-up Fee Afterhours Only) $75.00 If the room is needed for longer than 4 hours, an additional hourly rate will be determined based on the event. Contact the Aviation Administrative Offices at 817-392-5400 to obtain information on the rental of the Conference Center. OFFICE AND OTHER BUILDING SPACE-ANNUALLY Office space rental rates are determined based on a fair market rate analysis of the commercial office space around the airport. Other Office Space FMV Shop Space $7.00/sq.ft. HANGAR SPACE PAGE 4OF8 T-HANGAR SPACE T-1-Iangar End Unit Space Improved $6.00/sq ft(Min $80.00) T-Hangar End Unit Space Unimproved/Storage $ 80.001month T-Hangar Space $ 375.00/month Community Hangar(51S on West side of Airport) $ 350.00/month A discount of 10% for a twelve month period is available. An aircraft owner will need to demonstrate the purchase of an average of 50 gallons of fuel per month for the prior 12 month period from an FBO located at the airport upon which the aircraft is based. COMMUNITY HANGAR SPACE Single-engine piston $200.00/month Twin-engine piston $320 001month " c e A discount of 10% for a twelve month period beginning October 1, 2011 is available. An aircraft owner will need to demonstrate a ` purchase of an average of 50 gallons of fuel per month for the prior 12 month period from an FBO located at the airport upon which the aircraft is based. ®` i STORAGE ROOMS Small Open $ 36.00/month Large Open $72.00/month Closed $52.00/month AIRCRAFT PARKING MONTHLY '12,500 lbs. and under(Meacham and Spinks) $55.00/month 12,500 lbs. and under(Alliance) $ 300.00 12,501 lbs. to 60,000 lbs. $600,00 60,001 lbs. to 100,000 lbs. $900.00 100,001 lbs. to 300,000 lbs. $ 1,800.00 300,001 lbs. and above $2,250.00 AIRCRAFT PARKING--DAILY 12,500 lbs. and under(Meacham & Spinks) $ 8.00 12,500 lbs. and under(Alliance) $20.00 12,501 lbs. to 60,000 lbs. $40.00 60,001 lbs. to 100,000 lbs. $60.00 100,001 lbs. to 300,000 lbs. $ 120.00 300,001 lbs. and above $ 160.00 The daily rate will be applied for any parking on public aprons up to 24 hours. PAGE 5 OF 8 LAND LEASE LADE] PER SQUARE FOOT—ANNUALLY Ground Lease Alliance $0.42/sq.fl. Ground Lease Meacham $0.40/sq.ft. Ground Lease Spinks West Side $0.29/sq.ft. Ground Lease Spinks East Side $0.27/sq.ft. FILL SITES Meacham $4.00 per load. AIRPORT ACCESS FEES (THROUGH THE FENCE) ALLIANCE AIRPORT--ACCESS ORDINANCE 16931-05-2006 Air carrier or large aircraft user $1,500.00/month General aviation or small aircraft user $500.00/month U.S. CUSTOMS FEES MEACHAM INTERNATIONAL AIRPOR Curing Regular Business Hours $300.001operation After Hours, Weekends and Holidays $500.001operation MEACHAM INTERNATIONAL AND SPINKS AIRPORTS Fee is the land per square foot rate for the airport multiplied by the square footage of the hangar adjacent to the airfield. AIRPORT FUEL FUEL FARM USAGE FEE City Owned Facility (Monthly) All Airports$ 370.00 Self-Fueling Facility (Monthly) All Airports $200.00 FUEL FLOWAGE FEES The following fuel flowage fees are established on all fuel delivered to the airports. Rates are rounded to the nearest penny. Fixed Based Operators (Gallons) $ 0.14/gallon Self-Fueling (Gallons) $0.2619allon PAGE 6OF8 I • Operators which pay a landing fee at Fort Worth Alliance Airport are exempt from the fuel flowage fee. • Guidelines for fuel flowage are outlined In the Minimum Standards adopted as of July 22 2014. MISCELLANEOUS FEES LATE FEES Monthly rentals and fees are subject to a late charge at the rate of 10% of the monthly rental rate for each month, or portion of the month, that any monthly installment is past due. A separate computation and payment of such late charge shall be made on the outstanding balance that is past due. Therefore, if two monthly installments are past due, the late charges shall accrue on the total outstanding balance. FEES RELATED TO DEVELOPMENT ON AN AIRPORT(including but not limited to Survey,Easements) Meacham and Spinks Airport: The City of Fart Worth Aviation Department will obtain surveys on any property approved and negotiated to move forward with development. The survey fee to be collected up front is non- refundable and is based on Surveyor's cost estimate. Need to change to include any fees related to development....surveys, inspections or easements....but not limited to. OFFICIAL. PUBLIC RECORDS FEE SCHEDULE All Agreements are to be available for public record and will be filed at the Tarrant County Clerk's Office; the fee to be collected up front, as set by the Tarrant County Clerk Fee Schedule, is as follows: ■ $15.00 for the first page ■ $4.00 for each additional page • $5.00 Records Management Fee • $1.00 Security Fee • $5.00 Records Archive Fee LEASE ASSIGNMENT FEE Meacham and Spinks Airport: Upon approval, if a tenant assigns their right, title, and interest of their property to another individual, a$400.00 lease assignment fee will apply. MONTH TO MONTH LEASES Month-to-month leases are subject to a 10% premium above the standard rate. PAPER COPIES AND KEY COPY FEES Black and white paper copies are$0.10 each; color copies are$0.60 each. Replacement of lost keys or extra keys provided for rental spaces are$10.00 each. PAGE 7 OF 8 ADDITIONAL PROVISIONS DEVELOPMENT APPLICATION Meacham and Spinl<s Airport: For any developer who wishes to enter into a ground lease with associated mandatory improvements, a Fort Worth Aviation Department Application must be completed and submitted. The Information submitted must Include all additional materials/documentation requested on the application. Once staff is in receipt of the complete packet, staff will begin the review process to determine if the proposal is in the best interest of the Airport. The initial review process will not commence until all requested materials are submitted. LEASE EXPIRATION PENALTY Any lease agreement that expires prior to the execution of a renewal lease where the tenant had at least 30 days to execute a new lease prior to the expiration of the existing lease shall be subject to a Lease Expiration Penalty. Such agreement will automatically revert to a month-to-month occupancy status and the tenant may be required to pay a premium equal to 10% of the standard base rental rate in addition to the standard base rental rate, until such time as either a permanent lease is executed or the tenant vacates the premises. WEIGHT CALCULATIONS All weight calculations are based on Maximum Certified Gross Landing Weight. NON-AIRWORTHY AIRCRAFT Non-airworthy aircraft are defined as any aircraft not in a condition for safe operation with the following exceptions: • Aircraft undergoing and/or awaiting service by certified repair technicians for a period not to exceed 90 calendar days • Aircraft on static display in designated areas by a recognized non-profit organization for the purpose of a museum Aircraft considered non-airworthy are subject to removal, impoundment, and disposal by the airport operator with a 30 day written notice and at the owner's expense. FAIR MARKET VALUE HANGAR RATE • Current Tenant - New Lease following end of existing Lease Term At such time as a tenant with an existing lease agreement wishes to continue occupancy of the facilities, beyond the original term of the lease with extensions, the tenant may enter into a new lease agreement. The term of the lease must not exceed forty years including all extensions. When a new lease agreement is negotiated, the rates for the agreement will be determined based upon the City of Fort Worth Schedule of Rates and Charges. If a rental rate is not established in the Schedule of Rates and Charges then the rate shall be negotiated and consider the rental value of subject property and improvements. Current Tenant - New Lease prior to the end of existing Lease Term If an existing tenant wishes to execute a new lease agreement prior to the end of their current lease the tenant may do so with the rental rates determined as follows: 1. Period prior to end of the current lease may be set at the rental rate of the current lease agreement. 2. Period after the end of the current lease shall be negotiated and consider the rental value of subject property and improvements. 3. Total term of the new lease shall be negotiated. • New Tenant New Lease for existing Building and Improvements Lease agreements for existing buildings shall be based upon the City of Fort Worth Schedule of Rates and Charges. If a rental rate is not established in the Schedule of Rates and Charges then the rate shall be negotiated and consider the rental value of subject property and improvements. The City of Fort Worth may also choose to determine the rental rate based upon a bidding process Involving parties interested in leasing the property. PAGE 8OF8 EXHIBIT C REAL PROPERTY DESCIZIPTIOIV AND MAP FOR LEASE SITE 7S Insurance Ileq>.ircipents DUMONT GROUP,MC Hangar and Ground Lease ixase Site 20L fort Worth Spinks Airport Page 21 or21 t''ORT WORTH AVIN110N EXHIBIT C-MINIMUM INSURANCE REQUIREMENTS Commercial Environmental Automobile Liability (To Insurance Liability'Category Property General Hanga y' rs Impairment LiabilitAircraft and Passenger Include Hired&Non-owned Liability Lia Liability y Vehiclees) S Fixed Base Operators(FBOs) Yes $5,000,000 $5,000,000 $1,000,000 $ 1,000,000 Aircraft Maintenance Operator and Avionics or Instrument Maintenance •s $1,000,000 $1,000,000 $ 1,000.000 Operator-Piston Aircraft Maintenance Operator and Avionics or Instrument Maintenance •s $5,000.000 $1,000,000 $ 1,000,000 Operator-Turbine Avionics or Instrument Maintenance $1,000,000 $ 1,000,000 '5 Operator (Bench work Only) Atrcrafl Rental or Flight Training a $1,000.000 2 $1,000,000/occurrence s 1,000,000 Operator .s $100,0001passenger Aircraft Charter or Aircraft 'S $5,000,000/occurrence Management Operator ,5 $1,000,000 $500,000/passenger 1,000,000 Aircraft Sates Operator 5 $1,000,000 $1,000,0001occurrence $ 1,000,000 •s $i OO,ppDlpassenge€ s $1,000,000 $1,000,000 Aircraft Storage Operator 'S $5,000,000 a $5,000,000 a $ 1,000,000 Aviation Service Sole Proprietor 5 $1,000,000 2 $1,000,000/occurrence $100,000Ipassenger 4 $ 250.000 Other Commercial Aeronautical $1,000,000 $300,000/occurrence $ 1,000,000 Activities Temporary Specialized Aviation Service Operator $1,000,000 $300,0001occurrence $ 1,000,000 Non-Commercial Hangar Lessee '5 $300,000/occurrence $ 1,000,000 Non-Commerciat Flying Club •s $i,000,0001occurrence $ 1,000,000 $100,0001 asse er Non-Commercial Self-Fueling $ $ 1,000,000 $1,000,000 $300,0001occurrence $ 1,000,000 Permltee Net Fuel and/or A as Nan-Commercial Self-Fueling Permitee '3 $500,000 $300,0001occurrence $ 250,001) Alternative Fuels e. .m as T-Hangar or Community Hangar a $300,000loccufrence $ 260,000 Other 'Insurance requirements subject to determination by Aviation Department and Risk Management. Additional Insurance Requirements -Lessee's policies are to be primary to any other valid and collectible insurance available to the City -All policies shall include a Waiver of Subrogallon In favor of the City(Temporary SASO must also Include Airport Lessee) -The City of Fort.Worth shall be named as Additional Insured(Temporary SASO must also include Airport Lessee) Policies shall have no exclusions by endorsement,which,neither nullify or amend the required lines of coverage,nor decrease the Ilmlts of said coverage 1 Coverage per aircraft should be equivalent to the average aircraft value at one time and coverage per occurrence should be equivalent to the average of the maximum value of total aircraft at one time,but not less than the amount noted above 2]Must include Negligent 1n51rUetton Coverage 3 If aircraft storage operator is providing subleasing space for aircraft storage 4 Only required for those providing flight instruction 5 Depends on terms of the lease agreement a If vehicle parked landside-State minimums would apply Aviation Minimum Standards, City of Fort Worih Aviation Department(06103/2014) DEFINITIONS: Coverage for the Building includes(but is not limited to)the building and structures,completed additions to covered buildings,outdoor fixtures, permanently installed fixtures,machinery and equipment, The building material used to maintain and service the insured's premises is also insured. Business Personal Property owned by the insured and used in the insured's business is covered for direct loss or damage. The coverage includes(but is not limited to) furniture and fixtures,stock,improvements and betterments,leased property for which you have a contractual obligation to Insure and several other similar business property items when not specifically excluded from coverage. The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while in the insured's care,custody and control, PROPERTY INSURANCE Business Income(sometimes called Business Interruption)affords protection against the loss of earnings of a business during the time required to rebuild or repair covered properly damaged or destroyed by fire or some other insured cause of loss. Extra Expense allows coverage for those additional expenses over and above normal operating expenses paid due to damage to covered property from a covered cause of loss. These expenses could include rent,utilities,moving expenses,telephone,advertising and labor. This coverage protects tho Insured for bodily injury or proporty damage to the third parties,for which they are legally liable.The policy covers accidents occurring on the premises or away from the premises. Coverage is provided for injury or damages arising out of goods or products made or sold by the named insured. Coverage is afforded for the named insured and employees of the named insured; however,several individuals and organizations other than the named insured may be covered depending upon certain circumstances specified in the policy. In addition to the limits,the policy provides supplemental payments for attorney fees,court costs and other expenses associated with a claim or the defense of a liability suit. Coverage A-Bodily Injury and Properly Damage Liability COMMERCIAL.GENERAL. Bodily Injury means physical injury,sickness or disease,including death. Property Damage means physical injury LIABILITY to tangible property,including the resulting loss of use of that property. Coverage B-Personal Injury and Advertising Injury Liability Personal Injury means false arrest,malicious prosecution,wrongful entry or eviction,libel,slander and violations of a person's right of privacy. Advertising lnjury means libel,slander,disparagement,violations of a person's right of privacy,misappropriation and copyright infringement. Coverage C-Medical Payments Medical Payments means medical expenses for bodily injury caused by an accident. IIANGARI<EI3PL'RS Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the aircraft is in the care,custody or control of the insured for safekeeping,storage,service or repair.Coverage LIABILITY extends to liability claims involving an aircraft's loss of use, Insures the pollution exposure associated with the insured's property and operations,Including costs of cleanup and remedial or corrective action due to a third-party demand or a government order.The Pollution exclusion in general ENVIROMENTAL liability insurance effectively eliminates coverage for damages for bodily injury,property damage and cleanup costs IMPIRMENT`LIABILITY arising from most types of pollution events.Because of this,customized protection for the pollution exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks involved in aviation.Aviation insurance policies are distinctly different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT'AND terminology,as wall as terminology,limits and clauses specific to aviation insurance.Passenger liability protects PASSENGER LIABILITY passengers riding in[fie accident aircraft who are Injured or killed,in many countries this coverage is mandatory only for comm erclaI or large aircraft.Coverage is often sold on a"per-seat"basis,with a specified limit for each passenger seat. The liability coverage of the Business Auto Policy provides protcction against legal'liability arising out of the AUTOMOBILE LIABILITY ownership,maintenance or use of any insured automobile. The insuring agreement agrees to pay for bodily injury (TO INCLUDE HIRED& or property damage for which the insured is legally responsible because of an automobile accident. The policy also NON-OWNED VEHICLES) states that,in addition to the payment of damages,the insurer also agrees to defend the insured for all legal defense cost. The defense is in addition to the policy limits, WAIVER OF An agreement between two parties in which one party agrees to waive subrogation rights against another in the event of a loss. The intent is to prevent one party's insurer from pursuing subrogation against the other party. SUBROGATION Aviation Mininmm Standards, City of Fort Worth Aviation Department(0610312014) M&C Review Page t of 2 Official site of the City of Fort Worth,Texas CITY COUNCILAGENDA i'o TW ltrH COUNCIL ACTION: Approved on 1 211 31201 6 DATE: 12/13/2016 REFERENCE "C-28043 LOG NAME: 55FWS TI RMNEWONE NO.: GRNDHGRLEASEDUMONT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Termination Agreement with Newone Hangars, LLC and Execute a New Hangar and Ground Lease Agreement with Dumont Group, LLC for Lease Site E20 at Fort Worth Spinks Airport(COUNCIL DISTRICT 6) RECOMMENDATION: It is recommended that the City Council authorize execution of a Termination Agreement with Newone Hangars, LLC and execute a Hangar and Ground Lease Agreement with Dumont Group, LLC for Lease Site E20 at Fort Worth Spinks Airport. DISCUSSION: On August 28, 2007, by Mayor and Council Communication (M&C C-22344), City Council approved City Secretary Contract(CSC) 35803, an Unimproved Ground Lease Agreement with Newone Hangars, LLC (Newone), for Lease Site E20 at Fort Worth Spinks Airport, The Lease expires on July 31, 2037. On January 24, 2012, (M&C C-25415), City Council approved CSC-36803-Al to amend the Unimproved Ground Lease Agreement to increase the total square feet from 79,600 to 158,735 total square feet. On January 23, 2015 the City of Fort Worth (City) executed a Consent to Assignment(CSC 35803- CAI), from Newone to Art Aero, LLC (Art Aero), for Lease Site E20. On October 2, 2015 the City of Fort Worth terminated the Consent to Assignment(CSC 35803-CAI), from Newone to Art Aero, for Lease Site E20. Dumont Group, LLC (Dumont) approached Newone Hangars, LLC (Newone) to purchase the leasehold interest of Lease Site E20. Newone has agreed to the purchase and has requested to terminate the current Unimproved Ground Lease Agreement. The Lease Site is comprised of 158,735 square feet of ground space and includes a 51,300 square feet hangar facility. The term of Hangar and Ground Lease is 40 years beginning January 1, 2017 and expiring December 31, 2056. At the current ground rate of$.27 per square foot per year, Lease Site E20 will generate estimated revenue of$42,858.45 per year or$3,671.54 per month. At year 32, a hangar rate will be included with the then current ground rate. The hangar rate will equal the then Fair Market Value, as determined by the City' s market analysis. In no case shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third party vendor that has been approved and secured by the City. Rental rates shall be subject to an increase on October 1st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Five- year rate adjustments will be applied to the ground rate starting on October 1, 2022 and every fifth year thereafter. littp://apps.efwilet.org/council_packet/ine review.asp?TD=24086&councildate=l2/13/2016 12/27/2016 M&C Review Page 2 of 2 Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6. FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to (tie City. Upon receipt, these funds will he deposited into the Municipal Airports Fund, Hangar Lease Revenue Account, which has total estimated revenue in Fiscal Year 2017 of$1,126,105.00 and year-to-date receipts of$96,110.47. The Land Lease Revenue Account, which has total estimated revenue in Fiscal Year 2017 of$1,694,578.00 and year-to-date receipts of $156,765.82. TO Fund Department Account Project Program Activity Budget Reference# Amount I ID Year Charftield 2 FROM Fund department Account Project Program Activity Budget I Reference# � Amount ID IC! Year I (Charttield 2) -- -- Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Aaron Barth (5434) Additional Information Contact: Anne-Marie Stowe (5415) ATTACHMENTS Form 1295_Dumont Group.pdf Form 1295 Newone.pdf MAP 55FWS TERMNEWONE GRNDHGRLEASEDUMONT . df http://apl)s.cfwnet.orgleouncil packet/me review.asp`?ID=24086&councildate=12/13/2016 12/27/2016