HomeMy WebLinkAboutContract 57714 CSC No. 57714
GROUND LEASE
BETWEEN CITY OF FORT WORTH AND
PARAMOUNT AEROSPACE SYSTEMS,USA,INC.
This GROUND LEASE (hereafter referred to as the "Agreement" or "Lease", as
applicable), is made and entered into this 15th day of June ,2022("Effective Date"),
by and between the CITY OF FORT WORTH, a Texas home rule municipal corporation
("City"), and PARAMOUNT AEROSPACE SYSTEMS USA INCORPORATED, a
Delaware corporation,(hereafter referred to as"Paramount").
WITNESSETH:
WHEREAS, City owns a certain piece of property located at 2000 Eagle Parkway, Fort Worth,
Texas, 76177 known as the Alliance Maintenance Facility("Property"), which Property is managed on
behalf of City by Hillwood Properties("Property Manager");
WHEREAS, City and Paramount entered into a five (5) year facility lease agreement on
December 23, 2019 for Paramount's lease of portions of the Structures Building on the Property under
City Secretary Contract No.53320("Facility Lease");
WHEREAS, under Mayor & Council Communication 19-0348 approving the Facility Lease
("M&C"),City Council also approved entering into a separate ground lease,to be coterminous with the
Facility Lease, the intent being for both agreements to expire at the same time, for the purposes of
Paramount to construct and operate a test cell facility("Test Cell")for the testing of jet engines;
WHEREAS,now,the parties are prepared to enter into this Agreement to lease out approximately
13,500 square feet of unimproved ground space on the Property for the construction of the Test Cell as
permitted under the M&C and more particularly described in accordance with the terms and conditions
of this Agreement;
WHEREAS, in order to ensure this Agreement is coterminous with the Facility Lease in
accordance with the M&C, this Agreement will terminate on the same date as the Facility Lease,that
being December 22,2024,and have yearly base rent increases as described in the M&C; and
WHEREAS, the beginning base rent amount for this Agreement will start with the "Year 3"
amount specified in the M&C to ensure both the Facility Lease and this Agreement remain coterminous,
which will be,for Year 1 under this Agreement,$0.48 per square foot with the base rent increasing each
year under this Agreement on December 23 to a rate in line with those reflected on the M&C until the
end of the Initial Term herein.
NOW THEREFORE, in consideration of the terms and conditions set forth herein, for
the rents to be paid and other good and valuable consideration, City and Paramount covenant and
agree as follows:
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
I. Leased Premises
1.1 Lease. City hereby leases to Paramount, and Paramount hereby leases from City,
approximately 13,500 square feet of unimproved property on the Property, as more particularly
described in Exhibit "A", attached hereto and made a part hereof for all purposes ("Lease
Premises")for the Permitted Use, as defined below.
II.Agreement Term
2.1 Term. The initial term of this Agreement (the "Initial Term") shall begin on the
Effective Date of July 1,2022 and expire on December 22,2024.
2.2 Renewal Term. If Paramount performs and abides by all provisions and conditions
of this Lease and is not in default,upon the expiration of the Initial Term of this lease, Paramount
shall have an option to renew this Lease for up to two (2) successive renewal terms of five (5)
years each("Renewal Term") on the same terms and conditions as for the Initial Term. In order
to exercise its option to renew this Lease, Paramount shall notify City in writing of its desire to
renew this Lease no less than ninety calendar days prior to the expiration of the term then in effect.
The Initial Term and Renewal Term are referred to herein generally as the"Term".Rental rate for
the Renewal Term will be calculated, starting in Year One (1) of the Renewal Term, at the then
current published Airport Rates and Charges for ground leases at Fort Worth Alliance Airport with
an increase of$.01 per each year, starting in Year Two (2),of the Renewal Term
III. Rent; Consideration; Payments
3.1 Rent. For the use and occupancy of the Leased Premises herein granted,Paramount
contracts to pay to City, throughout the Term of this Agreement, a rental rate (collectively, the
"Rent")as follows:
Term Rental Rate per SF Annual Monthly
Installment
Year 1 (July 1,2022— $0.48 $6,480.00 $540.00
December 22, 2022
Year 2 (December 23, $0.49 $6,615.00 $551.25
2022—December 22,
2023
Year 3 (December 23, $0.50 $6,750.00 $562.50
2023—December 22,
2024
3.2 Payments. Payments shall be paid to City in equal monthly installments, as
described in Section 3.1,via direct deposit,ACH or wire transfer per the instructions provided by
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City or Property Manager to Paramount.
IV. Use And Occupancy of Leased Premises
4.1 Permitted Uses. Paramount agrees that it shall use and occupy the Leased Premises
solely for the purposes of construction,operation,repair, and maintenance of a jet engine test cell
facility to conduct aircraft engine tests"Permitted Use".
4.2 Current Building Restrictions on Leased Premises. The proposed Improvements
would currently encroach upon a building restriction that currently exists within the deed records
on the Property ("Restriction"). The Restriction is attached to this lease as Exhibit `B". The
Restriction prevents the construction of any tree, building, structure, tower, antenna, radar or
satellite dish, or any other fixture or improvement, that is capable of blocking or reflecting
electromagnetic radiation on the identified portion of the Property. If it can be proven that there
is no blockage or reflection of electromagnetic radiation for the proposed construction, the
construction of a building within the area subject to the Restriction can occur if approval is
provided by both the City and the FAA.
The FAA has recently conducted an airspace study based on the proposal for construction
of the Test Cell that was presented by Paramount and has come back with their Final Determination
letter attached as Exhibit "C," indicating that the FAA does not object to the conditions to the
construction of the Test Cell and found that the new building would have no effect on "IFR" or
"Instrument Flight Rules," confirming that the construction and existence of this new Test Cell
will not block or reflect electromagnetic radiation. The City, through this Agreement and as the
owner of the Property, is providing formal notice of its approval for the construction of the Test
Cell on the Property, as permitted under the Restriction, in conjunction with the FAA's Final
Determination in Exhibit C.
4.3 Survey and Site Preparations. The Permitted Use shall include any and all actions
necessary for Site Preparations, including but not limited to, obtaining a survey by a licensed
surveyor and installation of all utility lines and connections to the Central Utility Plant on the
Property to prepare the Leased Premiscs prior to the construction and operations of the Hush
House. The parties agree that the Site Preparation shall be at the expense of Paramount and
performed pursuant to all terms and conditions in this Agreement.
4.4 Prohibited Uses. Paramount shall not use nor permit the use of the Leased Premises
for any other or additional purpose that is not,during the Term of this Agreement,a Permitted Use,
without first obtaining the prior written consent of the City, which consent may be granted,
withheld,conditioned or delayed in City's sole and absolute discretion. Paramount acknowledges
that the use of the Leased Premises is subject to all statutes,laws,treaties,rules,codes,ordinances,
regulations, permits, interpretations, certificates or orders of any governmental entity, or any
judgments, decisions, decrees, injunctions, writs, orders or like actions of any court, arbitrator, or
other Federal, State or local governmental entity (hereafter the "Governmental Rules") at any
time applicable to the Leased Premises and improvements thereon and that nothing in this Article
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IV or elsewhere in this Agreement shall constitute or be deemed to constitute a waiver by the City
of the performance of its governmental functions or of any such Governmental Rules or of the
duty of Paramount to comply with such Governmental Rules. Paramount will comply with the
provisions of Article XIII with respect to Hazardous Materials.
V. Improvements
5.1 Permitted Improvements. Paramount agrees to construct a jet engine test cell
facility on the Leased Premises ("Improvements") as more specifically described in Exhibit"D"
to this Lease.
5.2 Submittal of Schematic Plans. Prior to construction of the Improvements on the
Leased Premises, Paramount shall provide all plans and specifications to the City and Property
Manager for approval. Paramount shall obtain all required permits and approvals for construction
of the Improvements as defined within this section and as listed within Exhibit"E", including but
not limited to,the completion and approval of a noise study, as further described in Exhibit E,to
meet all noise level requirements by the FAA.
5.3 Ownership of Improvements. The Improvements constructed on the Leased
Premises during the term of this Agreement,together with any related improvements, will be the
property of Paramount; provided, however, that upon the termination or expiration of this
Agreement, the improvements, at City's written notification to Paramount, shall be removed by
Paramount within thirty (30) days of the date of the written notice, and the Leased Premises
returned to a condition acceptable to the City. City shall have the right to retain the Improvements
should Paramount not remove said improvements within ninety(90)days after the termination or
expiration of the Agreement at which time the Improvements shall become the property of the
City. The following assets of Paramount are excluded from the definition of Improvements for
purposes of this article: (i)Control Cabin;(ii)Fuel tank,Generator;(iii)Engine run up trolley;(iv)
Coffret (Transducer cabinet); (v) loose standing fuel system; (vi) the De-tuner; and (vii) other
items that are considered to be part of the ATAR 09K50 engine test system specifically.
5.4 Construction Requirements. Paramount agrees to construct the Improvements
according to the specifications in Exhibit D and E. The Improvements will be designed and
constructed to reduce the noise levels significantly. All engine tests shall not exceed DNL 75
decibel (dBA), at 200 meters based on the Noise Study conducted. The Noise Study is contained
in Exhibit F.Once the Improvements are operational,the Parties agree that the Property Managers
of the Property will conduct the noise measurement study. In the event that the decibel level at 200
meters exceeds 75 dBA,Paramount will appoint an Acoustics Consultant to design enhancements
to reduce the noise level to a minimum of 75 decibels at 200 Meters. The Parties agree that
Paramount will have 180 days to design, construct, test and implement the enhanced noise
reduction system. During the 180-day period, Paramount agrees to only conduct engine tests
during the hours of 8:OOam-5:OOpm on weekdays only. Paramount will cover all expenses related
to the measurement of the noise levels.
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5.5 Compliance with Regulatory Requirements. Paramount agrees that all
improvements and alterations on or to the Leased Premises shall be constructed in accordance with
the Governmental Rules. Paramount shall, at its sole cost and expense, procure or cause to be
procured all necessary building permits, other permits, licenses and other authorizations required
for the lawful and proper construction,use,occupation,operation,and management of the Leased
Premises and Hush House.
5.6 Taxes and Other Charges. It is understood and agreed that this lease is a net lease,
and that Rentals and all other amounts due hereunder will be paid by Paramount on an absolutely
net basis. Paramount shall be responsible for the payment of all utilities, insurance and other
operating and capital expenses associated with the possession,maintenance,use,alteration,repair,
rebuilding,ownership and operation of the Leased Premises.Without limiting the generality of the
foregoing, Paramount shall pay and discharge, prior to the delinquency thereof, all lawful
assessments, ad valorem taxes, sales taxes, business and occupation taxes, occupation license
taxes, water charges, or sewage disposal charges, and all other governmental taxes, impositions,
and charges of every kind and nature, and all applicable interest and penalties, if any, which at
any time during the Term becomes due and payable by Paramount because of its rights or
obligations under this Lease and which is lawfully levied,assessed or imposed on Paramount,the
Leased Premises or the Improvements under or by virtue of any present or future law, statute,
ordinance, regulation or other requirement of any governmental authority, whether federal, state,
county, city, municipal, school or otherwise (collectively, "Taxes") imposed on the Leased
Premises and the Improvements and Paramount's use and occupancy of the Leased Premises and
the Improvements or against personal property,furniture or fixtures placed or situated in or on the
Leased Premises during the Term. Paramount, upon written notice to City, may contest in good
faith any Taxes (other than water charges or sewage disposal charges), and in such event may
permit such Taxes (other than water charges or sewage disposal charges) to remain unsatisfied
during the period of such contest and any appeal.
5.7 Liens and Encumbrances. Paramount covenants and agrees that it will not create
or suffer to be created any lien, encumbrance or charge upon the Leased Premises or Paramount's
interest in this Lease, and any other encumbrance expressly permitted under this Lease or which
is necessary in order for Paramount to exercise its rights or perform its obligations under this Lease.
Paramount shall satisfy or cause to be discharged, or will make adequate provision to satisfy and
discharge,within sixty(60)days after the same occurs,all claims and demands for labor,materials,
supplies or other items which, if not satisfied, might by law become a lien upon the Leased
Premises or any part thereof. If any such lien is filed or asserted against Paramount or the Leased
Premises by reason of work,labor, services or materials supplied or claimed to have been supplied
on or to Paramount or the Leased Premises at the request or with the permission of Paramount or
of anyone claiming under it, Paramount shall,within sixty(60) days after it receives notice of the
filing thereof or the assertion thereof against the Leased Premises,cause the same to be discharged
of record, or effectively prevent the enforcement or foreclosure thereof, by contest, payment,
deposit, bond, order of court or otherwise. Paramount hereby agrees to indemnify City for,
from and against any damages that City may suffer or any liability imposed upon City for
any such claims,demands,or liens as set forth in this Section 5.4.
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5.8 The following requirements shall apply to all construction on the Leased Premises:
(a) Paramount shall include in all Paramount general construction contracts for
Improvements the following provisions:
(1) Contractor does hereby contract to waive all claims, release,
indemnify, defend and hold harmless the City of Fort Worth and all of its
officials, officers, agents and employees, in both their public and private
capacities,from and against any and all liability,claims,losses,damages,suits,
demands or causes of action including all expenses of litigation and/or
settlement,court costs and attorney fees which may arise by reason of injury
to or death of any person or for loss of,damage to,or loss of use of any property
occasioned by error, omission or negligent act of contractor, his officers,
agents, employees, subcontractors, invitees or any other persons, arising out
of or in connection with the performance of this contract, and contractor will
at his or her own cost and expense defend and protect the City of Fort Worth
from any and all such claims and demands.
(2) Contractor does hereby contract to waive all claims, release,
indemnify, defend and hold harmless the City of Fort Worth and all of its
officials, officers, agents and employees, from and against any and all claims,
losses,damages,suits,demands or causes of action,and liability of every kind
including all expenses of litigation and/or settlement, court costs and
attorneys' fees for injury or death of any person or for loss of,damages to,or
loss of use of any property, arising out of or in connection with the
performance of this contract. Such indemnity shall apply whether the claims,
losses, damages, suits, demands or causes of action arise in whole or in part
from the negligence of the City or Fort Worth, its officers,officials, agents or
employees; provided, however,that in no event shall such indemnity apply to
gross negligence or willful misconduct of the City of Fort Worth, its officers,
officials,agents or employees. It is the express intention of the parties thereto
that the indemnity provided for in this paragraph is indemnity by contractor
to indemnify and protect the City of Fort Worth from the consequences of the
City of Fort Worth's own negligence, whether that negligence is a sole or
concurring cause of the injury,death or damage.
(3) In any and all claims against any party indemnified hereunder by
any employee of the contractor, any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable,the
indemnification obligation herein provided shall not be limited in any way by any
limitation on the amount or for the contractor or any subcontractor under workers'
compensation or other employee benefit acts.
(b) Paramount agrees that all work to be performed by it or its contractor on the
Leased Premises, including all workmanship and materials, shall be of the quality
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C
described in,and shall be performed in full compliance and in accordance with,the City of
Fort Worth Building Code requirements and such work shall be subject to inspection in
accordance with Article VII hereof. Paramount shall assume the risk of loss or damage to
all such work prior to the completion thereof. Paramount shall repair or replace any such
loss or damage without cost to City.
(c) Paramount shall deliver within ten(10)business days of a request from City,
written progress reports of the work performed and shall at all times during the term of this
Agreement and any renewal term periods thereof keep construction reports and drawings
current showing any changes or modifications made in or to the improvements constructed
on the Leased Premises.
(d) The City hereby waives any lien the City may have,constitutional,statutory
or contractual, upon any leasehold improvements on the Property.
VI. Acceptance,Care,Maintenance and Repair
6.1 Paramount accepts the Leased Premises in their"as is"condition.City has not made
and does not make and specifically disclaims any representations,guarantees,promises,covenants,
agreements or warranties of any kind or character whatsoever unless otherwise provided for herein,
whether express or implied, oral or written, past, present or future of, as to, concerning or with
respect to the nature, quality or condition of the Leased Premises, the income to be derived, the
suitability of the Leased Premises for uses allowed under this Agreement, or merchantability or
fitness for a particular purpose. The City shall not be required to maintain nor to make any
improvements, repairs or restorations upon or to the improvements located thereon. City shall
never have any obligation to repair,maintain or restore, during the term of this Agreement or any
extension option periods,any improvements on the Leased Premises.
6.2 Paramount,without limiting the generality hereof, shall keep at all times, in a clean
and orderly condition and appearance, the Leased Premises and Improvements, and all of
Paramount's fixtures,equipment and personal property which are located on any part of the Leased
Premises and Improvements. Paramount shall repair any damage to the Leased Premises.
VII. Inspections by City
7.1 At any time during normal business hours throughout the term of this Agreement
and following at least three (3) business day's written notice to Paramount, the City or its
authorized agents may enter upon the Leased Premises, for any purpose connected with the
performance of City's or Paramount's obligations hereunder, in order to inspect the performance
of Paramount's obligations under this Agreement, or to inspect safety compliance or in order to
determine compliance with all Governmental Rules. Any inspections shall be conducted in a
manner that does not unreasonably interfere with the development or operation of the
Improvements and, following completion of the Improvements, any such inspections will be
conducted in a manner as non-intrusively as possible to Paramount's use of the Leased Premises.
Notwithstanding the foregoing, Paramount shall have the right to require that any representative
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of the City be escorted by a representative or security personnel of Paramount during any such
inspection and evaluation. In case of an emergency or if necessary to ensure the health, safety and
welfare of the public,City or its authorized agents may enter upon the Leased Premises at any time
and without notice. This shall not constitute a waiver by the City of the performance of its
governmental functions and Paramount agrees that in the performance of its governmental
functions, City representatives or its authorized agents may enter onto the Leased Premises at any
time.
VIIL Subletting and Assignments
8.1 Paramount may not assign,transfer, sublet,or convey,or otherwise dispose of this
Lease or the rights,title, or interest in or to the same or any part thereof without the prior written
consent of City. If this Lease is assigned, such assignment shall be subject to City Council
approval and shall be upon and subject to all of the terms, covenants, and conditions contained in
this Lease. Within thirty (30) days after the execution and delivery of any such assignment,
Paramount shall furnish to City a duplicate original of the assignment which shall contain an
assumption by the assignee of all of the obligations of Paramount under this Lease. Any
assignment prohibited hereby shall be void.
IX. Damalze or Destruction
9.1 In the event of damage or destruction during the Term to any of the improvements
upon the Leased Premises, Paramount shall have the obligation to utilize insurance proceeds as
and when available to rebuild or repair the improvements unless otherwise agreed by the City.
City shall have no obligation to repair or rebuild the improvements or any fixtures, equipment or
other personal property installed by Paramount pursuant to this Agreement; however, upon the
failure of Paramount to repair or rebuild as required by this Agreement,the City may, as agent of
Paramount, repair or rebuild such damage or destruction at the expense of Paramount, and such
expense shall be due and payable by Paramount on demand.
9.2 Upon completion of all repair or rebuilding work as a result of damage or
destruction, Paramount shall certify by a responsible officer or authorized representative that such
rebuilding and repairs have been completed. Nothing herein contained shall be deemed to release
Paramount from any of its repair, maintenance or rebuilding obligations under this Agreement.
9.3 In no event shall Paramount be obligated to provide improvements,equipment and
fixtures in excess of those existing prior to such damage or destruction or as required by City Code,
whichever is greater. Paramount agrees that it will promptly seek to adjust any insurance claims
and thereafter will promptly commence such work and proceed to completion with due diligence.
9.4 Paramount shall not be entitled to any abatement, allowance, reduction, or
suspension of the rent payments as a result of or in connection with the partial or total destruction
of the improvements on the Leased Premises. No such damage or destruction shall affect in any
way the obligation of Paramount to pay Rent and any other charges contained herein.
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X. Insurance and Bonds
10.1 Paramount's Insurance. Paramount shall maintain in effect at all times during the
full Term of this Lease, insurance coverages with limits not less than those set forth below with
insurers licensed to do business in the State of Texas and under commercially reasonable
forms of policies. Paramount shall provide current evidence of insurance coverage to City,
delivered to City on the effective date of this Agreement, and thereafter to City upon renewal of
or substitution for, policies which expire or are terminated, not less than five (5) business days
prior to the expiration or termination of each such policy. Paramount shall maintain such insurance
coverages at its sole cost and expense. City shall be under no obligation to maintain any such
insurance coverage should Paramount be found to be in default under this Article X.None of the
requirements contained herein as to types or limits to be maintained by Paramount are intended to
and none shall in any manner limit, qualify or quantify the liabilities and obligations assumed by
Paramount under this Lease or otherwise provided by law.
10.1.1. Schedule of Insurance Coverages.
COVERAGE MINIMUM AMOUNTS AND LIMITS
Workers'Compensation.
Workers' Compensation, Employers' Liability, or alternative work-place
injury or non-subscription plan as may be permitted under applicable law
Statutory Limits: $100,000
This policy shall include a waiver of subrogation in favor of the
Indemnitees.
10.1.2. Commercial General Liability.
Bodily Injury/Property Damage (Occurrence Basis): $1,000.000 each
occurrence
or equivalent; subject to a$2,000,000 aggregate
Such commercial general liability policy shall be on an occurrence form
reasonably acceptable to City, endorsed to include the Indemnitees as
additional insureds, contain cross-liability and severability of interest
endorsements, state that this insurance is primary insurance as regards any
other insurance carried by any Indemnitee, and shall include the following
coverages:
(a) Leased Premises/Operations;
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(b) Independent Contractors;
(c) Broad Form Contractual Liability specifically in support of,but not
limited to,the Indemnification section of this Lease; and
(d) Personal Injury Liability with the employee and contractual
exclusions removed.
10.1.4. INTENTIONALLY DELETED.
10.1.5 Umbrella Excess Liability Insurance.
Bodily Injury/Property Damage (Occurrence Basis): $10,000,000 per
occurrence,
$10,000,000 aggregate
This policy shall be written on a following form umbrella excess basis
above the coverages described in Sections 10.1.2, 10.1.3, and 10.1.4 above
and shall include the Indemnitees as additional insureds.
10.1.6. Property Insurance. Such property insurance as Paramount, in its sole
discretion,deems appropriate.
10.2 Irrevocable Letter of Credit. In order to ensure City is protected against any claims
for payment by Paramount's contractors or subcontractors making Improvements on the Leased
Premises, Paramount shall, prior to commencing any work on the Leased Premises, provide an
irrevocable letter of credit to City that is payable on demand and that fully complies with the terms
of this Section. Paramount shall have fifteen(15)calendar days from the date of execution of this
Lease to furnish the letter of credit.
The letter of credit must be in an amount equal to the total cost of all Improvements and work to
be performed on the Leased Premises, must name the City as beneficiary, must specifically refer
to this Agreement, must be drawn on a federally insured financial institution acceptable to City
that maintains a branch in Tarrant County, Texas or allows for the letter of credit to be presented
by facsimile,and must not expire or be revocable unless and until released in writing by City.
The Letter of Credit must remain in place continuously throughout the construction of the
Improvements and not expire until completion of the Improvements as proven through affidavits
from all of Paramount's contractors and subcontractors that payment has been made in full for all
of the Improvements.
Failure to provide and maintain a letter of credit in accordance with all terms outlined above shall
be deemed a default and shall be grounds for termination of this Lease by City, at its discretion,
without liability following ten(10)days'written notice unless the default is cured.
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10.2 PARAMOUNT HEREBY RELEASES, AND SHALL CAUSE ITS
CONTRACTORS TO RELEASE,THE INDEMNITEES(AS DEFINED IN SECTION 11.1)
FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION WHATSOEVER THAT
PARAMOUNT OR ITS CONTRACTORS MIGHT OTHERWISE POSSESS RESULTING
IN OR FROM OR IN ANY WAY CONNECTED WITH ANY LOSS COVERED OR
WHICH SHOULD HAVE BEEN COVERED BY INSURANCE, INCLUDING THE
DEDUCTIBLE PORTION THEREOF, MAINTAINED AND/OR REQUIRED TO BE
MAINTAINED BY PARAMOUNT AND/OR ITS CONTRACTORS PURSUANT TO THIS
AGREEMENT, EVEN IF SUCH CLAIMS OR CAUSES OF ACTION ARE CAUSED IN
WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE. THE
FOREGOING WAIVER, HOWEVER, WILL NOT APPLY TO ANY CLAIMS OR
CAUSES OF ACTION WHICH ARE CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY INDEMNITEE.
10.3 Survival; Right to Enforce. The provisions of Section 10.3 shall survive the
termination of this Agreement. In the event that Paramount shall fail to maintain full insurance
coverage required by this Agreement and such failure continues for thirty (30) days after
Paramount's receipt of written notice from City,City may(but shall be under no obligation to)take
out the required policies of insurance, pay the required premiums or otherwise comply with the
covenants set forth in this Article X. All amounts advanced by City in payment of the required
premiums for such insurance or otherwise to comply with the covenants set forth in this Article X
shall be paid by Paramount to City, together with interest thereon at the prime rate of interest
charged its commercial customers from time to time by Chase Bank-Fort Worth.
XI. Liabilities and Indemnities
11.1 Indemnity. PARAMOUNT SHALL INDEMNIFY, PROTECT, DEFEND,
AND HOLD HARMLESS CITY, CITY'S OFFICERS, DIRECTORS, AFFILIATES,
EMPLOYEES, AGENTS, AND COUNCIL MEMBERS (COLLECTIVELY, THE
"INDEMNITEE" OR"INDEMNITEES") FOR, FROM,AND AGAINST ANY AND ALL
DAMAGES, LOSSES, LIABILITIES (JOINT OR SEVERAL), PAYMENTS,
OBLIGATIONS, PENALTIES, CLAIMS, LITIGATION, DEMANDS, DEFENSES,
JUDGMENTS, SUITS, PROCEEDINGS, COSTS, DISBURSEMENTS OR EXPENSES
(INCLUDING, WITHOUT LIMITATION, FEES, DISBURSEMENTS AND
REASONABLE EXPENSES OF ATTORNEYS, ACCOUNTANTS, AND OTHER
PROFESSIONAL ADVISORS AND OF EXPERT WITNESSES AND COSTS OF
INVESTIGATION AND PREPARATION)OF ANY KIND OR NATURE WHATSOEVER
(COLLECTIVELY, THE "DAMAGES"), DIRECTLY OR INDIRECTLY RESULTING
FROM,RELATING TO OR ARISING OUT OF:
(a) THE DESIGN, INSTALLATION, CONSTRUCTION, DEVELOPMENT,
MAINTENANCE,OPERATION,USE,OCCUPANCY,OR OWNERSHIP OF THE
IMPROVEMENTS, INCLUDING, WITHOUT LIMITATION ANY DAMAGES
WITH RESPECT TO CONTRACTS OR ATTRIBUTABLE TO BODILY INJURY,
SICKNESS,DISEASE OR DEATH,TO PERSONAL INJURY,OR TO INJURY OR
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DESTRUCTION OF PROPERTY, INCLUDING LOSS OF USE RESULTING
THEREFROM, PROVIDED THE PARTIES AGREE THAT THEY WILL
PURSUE ANY AVAILABLE INSURANCE COVERAGE PRIOR TO PURSUING
INDEMNIFICATION HEREUNDER;
(b) THE FORMATION, ORGANIZATION AND OPERATION OF
PARAMOUNT,OR ANY SUBSIDIARIES OF PARAMOUNT;
(c) ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR
WARRANTY MADE OR GIVEN BY PARAMOUNT OR ANY OF ITS AGENTS,
OFFICERS,OR EMPLOYEES CONTAINED IN THIS AGREEMENT; OR
(d) ANY BREACH OR NON-PERFORMANCE, PARTIAL OR TOTAL, BY
PARAMOUNT OF ANY COVENANT OR AGREEMENT OF PARAMOUNT
CONTAINED IN THIS AGREEMENT.
11.2 Negligence of Indemnitee. THIS INDEMNIFICATION REMAINS IN FULL
FORCE AND EFFECT EVEN IF ANY CLAIM DIRECTLY OR INDIRECTLYRESULTS
FROM,ARISES OUT OF, OR RELATES TO OR IS ASSERTED TO HAVE RESULTED
FROM, ARISEN OUT OF, OR RELATED TO THE SOLE NEGLIGENCE OR
CONCURRENT NEGLIGENCE OF AN INDEMNITEE.THE ONLY CIRCUMSTANCES
UNDER WHICH THIS INDEMNITY SHALL NOT APPLY SHALL BE IN
CONNECTION WITH LIABILITIES ATTRIBUTABLE TO THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF AN INDEMNITEE.
11.3 Survival; Right to Enforce. The provisions of this Article XI shall survive the
termination of this Agreement. In the event of failure by Paramount to observe the covenants,
conditions and agreements contained in this Article XI,any Indemnitee may take any action at law
or in equity to collect amounts then due and thereafter to become due, or to enforce performance
and observance of any obligation agreement or covenant of Paramount under this Article XI. The
obligations of Paramount under this Article XI shall not be affected by any assignment or other
transfer by the City of its rights,titles or interests under this Agreement and will continue to inure
to the benefit of the Indemnitees after any such transfer. The provisions of this Article XI shall be
cumulative with and in addition to any other agreement by Paramount to indemnify any
Indemnitee.
XII. Environmental and Hazardous Materials
12.1 For purposes of this Agreement, the following terms shall have the following
meanings: (1) "Hazardous Materials" shall mean (i) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde
foam insulation, transformers, or other equipment that contains dielectric fluid containing
polychlorinated biphenyls in violation of Environmental Law, and radon gas in indoor air at
concentrations above US Environmental Protection Agency action levels; (ii) any chemicals or
substances now or hereafter defined as or included in the definition of"hazardous materials",
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
Page 12 of 42
hazardous wastes", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances","toxic pollutants", "contaminants"or"pollutants", or words of similar import, under
any applicable Environmental Law; and (iii)any other chemical, material, or substance, exposure
to which is now or hereafter prohibited, limited, or regulated, by any applicable Environmental
Law or governmental authority; (2) "Release" or "Released" means disposed, discharged,
injected, spilled, leaked, leached, dumped, emitted, escaped or emptied in, on, or under any land,
water,or air,or otherwise entered into the environment,and as otherwise more broadly defined in
applicable Environmental Law; and (3) "Environmental Law" means all applicable
Governmental Rules (whether now or hereafter in effect), relating to the regulation of, imposing
standards of conduct or liability regarding, or protection of, human health, natural resources,
conservation,the environment,or the storage,treatment,disposal,transportation,handling or other
management of Hazardous Materials. Paramount hereby acknowledges and agrees that City is not
the Generator as defined by Environmental Law of any Hazardous Materials which Paramount has
allowed on the Leased Premises.
12.2 Paramount covenants and agrees with City as follows: (1) the construction and
installation of all improvements and the use and operation of the Leased Premises shall at all times
be in material compliance with applicable Environmental Law; (2) Paramount will obtain all
environmental permits, licenses, and approvals that are necessary or required by applicable
Environmental Law to conduct its business and operations on the Leased Premises prior to
conducting such business or operations, and Paramount shall at all times materially comply with
such environmental permits, licenses, and approvals; (3)neither Paramount nor any person acting
on behalf of or at the direction of Paramount shall bring onto, use, store, generate, treat, process,
dispose of, recycle, incinerate or transport any Hazardous Materials in, on, or under the Leased
Premises except in compliance with applicable Environmental Law and in a reasonable and
prudent manner so as to prevent the Release or threat of Release of any Hazardous Material on,
onto or from the Leased Premises; (4) Paramount shall regularly inspect the Leased Premises to
monitor and ensure that the Leased Premises are at all times in material compliance with applicable
Environmental Law;(5)Paramount shall use commercially reasonable efforts to protect the Leased
Premises against intentional or negligent acts or omissions of third parties which might result in
the Release of Hazardous Materials on the Leased Premises in violation of applicable
Environmental Law;and(6) if Paramount has actual knowledge that any Hazardous Materials are
Released by Paramount or any person other than by the City or City's agents in, on, or under the
Leased Premises in violation of Environmental Law during the Term of this Agreement:
a. Paramount shall promptly notify City of the occurrence of the Release of the Hazardous
Materials and shall promptly provide City with Paramount's response action and/or
communication with any governmental agency to which Paramount is required by
applicable laws to report such Release. Paramount shall furnish or make available to
the City such information, documents, and other communications as City shall
reasonably request;
b. Paramount shall promptly and timely commence or cause to be commenced
appropriate actions required by applicable Environmental Law to clean up the
Hazardous Materials that have been Released on the Leased Premises (collectively
Ground Lease between the City f Fort Worth and Paramount Aerospace Systems USA,Inc.
Page 13 of 42
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J
referred to as "Response Action") and shall conduct and perform or cause to be
conducted or performed all appropriate Response Action in accordance with applicable
Environmental Law; and
c. Paramount, at its sole cost, shall contract for or perform all Response Action in the
Paramount's own name or cause the violator to do so in the violator's name.
12.3 PARAMOUNT HEREBY COVENANTS AND AGREES THAT IT SHALL
BE RESPONSIBLE FOR, AND WAIVES, RELEASES, AND FOREVER DISCHARGES
THE INDEMNITEES FROM, AND AGREES TO INDEMNIFY, DEFEND, AND HOLD
THE INDEMNITEES HARMLESS FROM AND AGAINST, ALL EXPENSES, COSTS
(INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), LOSSES,
DAMAGES, PENALTIES, FINES, AND OTHER EXPENDITURES OF ANY NATURE
ARISING FROM OR IN CONNECTION WITH ANY CLAIMS, DEMANDS, LIENS,
INVESTIGATIONS, NOTICES OF VIOLATION, GOVERNMENTAL DIRECTIVES,
CAUSES OF ACTION OR ANY OTHER ADMINISTRATIVE OR LEGAL
PROCEEDINGS OF ANY NATURE WHICH RESULT FROM,RELATE TO,OR ARISE
OUT OF(1)THE BREACH OF ANY COVENANT OR AGREEMENT OF PARAMOUNT
IN THIS SECTION 12.3, (2) THE PRESENCE OR ALLEGED PRESENCE OF
HAZARDOUS MATERIALS IN, ON, OR UNDER THE LEASED PREMISES IN
VIOLATION OF ANY ENVIRONMENTAL LAW BUT ONLY IF SUCH
HAZARDOUS MATERIALS WERE BROUGHT TO THE LEASED PREMISES
DURING THE TERM OF THIS AGREEMENT BY PARAMOUNT, OR (3) THE
VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW WITH RESPECT TO
THE LEASED PREMISES DURING THE TERM OF THIS AGREEMENT;SO LONG AS,
IN EACH INSTANCE, THE PRESENCE OR RELEASE OF THE HAZARDOUS
MATERIAL OR THE VIOLATION OF ENVIRONMENTAL LAW WAS NOT CAUSED
DIRECTLY OR INDIRECTLY BY CITY OR AN INDEMNITEE. THIS RELEASE AND
INDEMNITY SPECIFICALLY INCLUDES (A) ALL COSTS OF"REMOVAL" AND/OR
"REMEDIAL ACTION" AND ALL OTHER COSTS OF "RESPONSE", AS THOSE
TERMS ARE DEFINED AND USED IN APPLICABLE ENVIRONMENTAL LAW,AND
(B) ALL OTHER COSTS AND EXPENSES OF ANY NATURE INCURRED BY,
ASSESSED AGAINST, IMPOSED UPON, OR CHARGED TO THE INDEMNITEES
RELATING TO COMPLIANCE WITH OR ENFORCEMENT OF APPLICABLE
ENVIRONMENTAL LAW. IF ANY INDEMNITEE INCURS COSTS OR EXPENSES
DESCRIBED IN THIS INDEMNITY, PARAMOUNT SHALL REIMBURSE THE
INDEMNITEE FOR THOSE REASONABLE COSTS OR EXPENSES WITHIN THIRTY
(30) DAYS OF THE DATE OF RECEIPT BY PARAMOUNT OF NOTICE FROM THE
INDEMNITEE, INCLUDING COPIES OF INVOICES OR OTHER VERIFICATION,
THAT THE COSTS OR EXPENSES HAVE BEEN INCURRED. THE FOREGOING
RELEASE AND INDEMNITY SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
12.4 If(i)there exists any uncorrected violation by Paramount of an Environmental Law
or any condition, caused directly or indirectly by Paramount, which requires a cleanup, removal
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
Page 14 of 42
or other remedial action by Paramount under any Environmental Law, and such cleanup,removal
or other remedial action is not initiated within the time period required by Environmental Law or
(ii)City reasonably determines that(A)such uncorrected violation or condition poses an imminent
threat to the safety or wellbeing of any other users of the Leased Premises,the citizens of the City
of Fort Worth, or other persons, or (B) the Leased Premises is likely to be further damaged or
contaminated or other land on or in the vicinity of the Leased Premises is likely to be damaged or
contaminated by virtue of the continued failure to correct such violation or condition; and such
cleanup, removal or other remedial action is not initiated within ninety (90)days from the date of
written notice from City to Paramount,and diligently pursued to completion,the same shall,at the
election of City, constitute an Event of Default as described in Section 15.1(c) hereof, and
provided, further, that City will not consider any failure to initiate such cleanup, removal or
other remedial action within the aforesaid ninety (90) day period an Event of Default if such
cleanup, removal or other remedial action is of such a nature that it cannot readily be initiated
within the ninety (90) days and so long as Paramount commences in good faith to cure such
uncorrected violation or condition and diligently pursues the cure continuously thereafter.
12.5 Paramount hereby grants to City, its agents, employees, consultants, contractors,
successors, and assigns,an irrevocable license and authorization,upon reasonable notice,to enter
upon and inspect the Leased Premises (but not any facilities or improvements thereon), and
perform such tests,including without limitation,subsurface testing,soils and groundwater testing,
and any other tests thereon,as the City, in its sole discretion,determines is necessary to protect its
interest in the Leased Premises,provided, however, that such access to the Leased Premises shall
not unreasonably interfere with Paramount or any Paramount's use of the Leased Premises.
12.6 During the term of this Agreement, Paramount agrees to provide City with copies
of any environmental reports Paramount obtains(without Paramount being obligated to obtain any
such reports)relating to the Leased Premises.
XIII. Utilities
13.1 Paramount will bear costs,expenses and fees of extension connections and tapping
charges for water and sanitary sewer facilities in accordance with the ordinances of the City on the
Leased Premises. Paramount acknowledges that City, as the landlord, is not responsible for
providing utility service to the Leased Premises, except for utilities provided by City in its
governmental capacity as provider of certain utilities,including water and sewer. Any construction
performed by Paramount within any drainage or utility easement area must meet utility company
and City criteria for design and construction in such easement area. Any and all connections to
water and sewer lines must occur at the existing utility connection points,unless otherwise agreed
to in writing by City. All costs incurred with any relocation of existing utility lines or facilities or
installation of additional utility lines or facilities on the Leased Premises shall be entirely at
Paramount's expense, whether on or off the Leased Premises. Paramount shall also provide the
City legal descriptions for any required utility easements and City shall reasonably cooperate with
Paramount on the granting of any necessary easements, subject to all required Council approvals.
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
Page 15 of 42
XIV. Non-Discrimination.
14.1 Paramount agrees that for itself, its personal representatives, successors in interest
and assigns, no person shall be excluded from participation in or denied the benefits of
Paramount's use of the Leased Premises on the basis of race, color, national origin, religion,
handicap, gender, sexual orientation, familial status, gender identity, gender expression, or
transgender.
XV. Default and Termination
15.1 The following events shall be deemed to be events of default by Paramount under
this Agreement:
(a) Paramount shall fail to pay any installment of Rent, and such failure shall
continue for a period of thirty(30) business days after written notice of such delinquency
is delivered to Paramount.
(b) Paramount shall fail to obtain and/or provide insurance in accordance with
this Agreement and such failure shall continue for a period often (10)business days after
written notice of such is delivered to Paramount.
(c) Paramount shall fail to comply with any term,provision, clause, sentence,
covenant or any other item of this Agreement,other than the payment of Rent or provision
of insurance, and shall not cure such failure within thirty (30) calendar days after written
notice thereof to Paramount; provided, however, that if such performance or observance
cannot be reasonably accomplished within such thirty (30) day period, then Paramount
shall have up to an additional one hundred eighty (180) days so long as Paramount is
diligently pursuing such performance or observance;provided further,that if Paramount is
diligently pursuing the eviction of a subtenant due to the failure of the subtenant to comply
with the provisions of 8.1 hereof and the eviction process cannot be reasonably
accomplished within such one hundred eighty(180)day period,then Paramount shall have
such additional time as is needed for the eviction.
(d) Paramount shall desert or vacate any substantial portion of the Leased
Premises. In the event that the City believes a substantial portion of the Leased Premises
has been vacated or deserted,the City shall notify Paramount of such. If Paramount fails
to respond within thirty (30) calendar days to such notice, Paramount shall be deemed to
have deserted or vacated a substantial portion of the Leased Premises under this Section.
(e) Paramount has repeated defaults, whether cured or not. In order to be in
default under this provision, Paramount must be given notice of default four times over a
consecutive 12-month period for the same event of default. In that event, City shall have
the right to pursue the remedies in Section 15.2.
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
Page 16 of 42
15.2 Upon the occurrence of any event of default specified above in Section 15.1, City
shall have the option to pursue any one or more of the following remedies without any notice or
demand whatsoever:
(a) Terminate this Agreement, in which event Paramount shall immediately
surrender the Leased Premises and the Improvements(subject to all rights of the Leasehold
Mortgagee)to the City; and if Paramount fails to do so, the City may,without prejudice to
any other remedy which it may have for possession or arrearages in rent, enter upon and
take possession and expel or remove Paramount and any other person who may be
occupying the Leased Premises or any part thereof, by force if necessary, without being
liable for prosecution or any claim of damages therefor; and Paramount agrees to pay to
the City on demand the amount of all loss and damages which the City may suffer by reason
of such termination,whether through inability to relet the Leased Premises on satisfactory
terms or otherwise.
(b) Enter upon and take possession of the Leased Premises and expel or remove
Paramount and any other person who may be occupying the Leased Premises or any part
thereof,by force if necessary,without being liable for prosecution or any claim of damages
therefor; and if the City so elects,relet the Leased Premises on such terms as the City shall
deem advisable and receive the rent thereof; and Paramount agrees to pay to the City on
demand any deficiency that may arise by reason of such reletting.
(c) Enter upon the Leased Premises,by force if necessary,without being liable
for prosecution or any claim of damages therefor and do whatever Paramount is obligated
to do under the terms of this Agreement; and Paramount agrees to reimburse the City on
demand for any expenses which the City may incur, thus effecting compliance with
Paramount's obligations under this Agreement; and Paramount further agrees that the City
shall not be liable for any damages resulting to Paramount from such action.
15.3 No reentry or taking possession of the Leased Premises by the City shall be
construed as an election on its part to terminate this Agreement, unless a written notice of such
intention shall be given to Paramount. Notwithstanding any such reletting or reentry or taking
possession, the City may at any time thereafter elect to terminate this Agreement for a previous
default. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided by law, nor shall the pursuit of any
remedy herein provided constitute a forfeiture or waiver of any payments due to the City hereunder
or of any damages accruing to the City by reason of the violation of any of the terms, provisions
and covenants herein contained. The City's acceptance of payments following an event of default
hereunder shall not be construed as the City's waiver of such event of default. No waiver by the
City of any violation or breach of any of the terms,provisions and covenants herein contained shall
be deemed or constitute a waiver of any other violation or breach of any of the terms, provisions
and covenants herein contained. Forbearance by the City to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to constitute a waiver
of such default. The loss or damage that the City may suffer by reason of termination of this
Agreement or the deficiency from any reletting as provided for above shall include the expense of
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
Page 17 of 42
repossession and any repairs or remodeling undertaken following possession. Should the City at
any time terminate this Agreement for any default, in addition to any other remedy the City may
have, the City may recover from Paramount all damages the City may incur by reason of such
default, including cost of recovering the premises and reasonable attorney's fees expended by
reason of default.
XVL The City's Default
16.1 The occurrence of the following shall be an event of default by the City: The failure
of the City to substantially perform or substantially observe any of the obligations, covenants or
agreements to be performed or observed by the City under this Agreement within sixty(60) days'
notice after notice from Paramount of such failure;provided,however,that if such performance or
observance cannot be reasonably accomplished within such sixty (60) day period, then no event
of default shall occur unless the City fails to commence such performance or observance within
such sixty(60)day period and fails to diligently prosecute such performance or observance within
such sixty (60) day period and such performance or observance is not completed within one
hundred eighty(180)days of such notice of default.
16.2 Upon the occurrence of any event of default specified above in Section 16.1,
Paramount shall have the option to terminate this Agreement.
16.3 The parties acknowledge that all references to"City"herein shall refer only to City
in its capacity as City and landlord under this Agreement. The term "City" and the duties and
rights assigned to it under this Agreement, thus exclude any action, omission or duty of the City
when performing its governmental functions. Any action,omission or circumstance arising out of
the performance of the City of its governmental functions may prevent City from performing its
obligations under this Agreement and shall not cause or constitute a default by City under this
Agreement or give rise to any rights or claims against the City in its capacity as City, it being
acknowledged that Paramount's remedies for any injury,damage or other claim resulting from any
such action,omission or circumstances arising out of the governmental functions of the City shall
be governed by the laws and regulations concerning claims against the City as a charter city and a
governmental authority. In addition, no setoff, reduction, withholding, deduction or recoupment
shall be made in or against any payment due by Paramount to City under this Agreement as a result
of any action or omission of the City when performing its governmental functions.
XVII, Condemnation
17.1 If during the term of this Agreement,all of the Leased Premises and Improvements
should be taken for any public or quasi-public use under any governmental law or by right of
eminent domain,or should be sold to the condemning authority under threat of condemnation,this
Agreement shall terminate and Paramount, its heirs, successors and assignees shall be fairly
compensated for the fair market value of their leasehold interests. Rent shall be abated during the
unexpired portion of this Agreement effective as of the date of the taking of the premises by the
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
Page 18 of 42
condemning authority. To the best of the knowledge of City's signatory of this Lease, no known
condemnation action is planned for the Leased Premises.
17.2 Should the City or any other governmental authority take a portion of the Leased
Premises or the Improvements(including but not limited to Paramount's leasehold estate in and to
the Leased Premises or Improvements), under any governmental law or by right of eminent
domain, and Paramount can demonstrate that such a taking has a material financial impact on its
operations of the Improvements, Paramount may terminate this Agreement by giving written
notice to the City within thirty(30)days after possession of the condemned portion is taken by the
entity exercising the power of condemnation.
17.3 Regardless of any other provision of this section,no condemning authority shall be
required to pay more than the then current fair market value of the Leased Premises.
XVIII. Surrender and Right of Re-entry
18.1 Upon the cancellation or termination of this Agreement Paramount agrees
peaceably to surrender the Leased Premises to the City in good condition and repair,ordinary wear
and tear excepted. Upon any such cancellation or termination, the City may re-enter the Leased
Premises together with all improvements and additions thereto at City's election. So long as
Paramount is not in default, Paramount shall have a reasonable time thereafter (not exceeding
thirty [30] days after such cancellation or termination)to remove its personal property, and trade
equipment which it may have on the Leased Premises, provided the removal thereof does not
impair, limit or destroy the utility of said Leased Premises. Any damage caused by such removal
will be repaired by Paramount at its sole cost and expense.
18.2 If Paramount fails to remove its property within thirty (30) days after the
termination of or expiration of this Agreement, the City may remove such property to a public
warehouse for deposit or retain the same in its own possession. If Paramount fails to take
possession and remove such property, after paying any appropriate rental fees, within sixty (60)
days after termination of this Agreement, the property shall be deemed to be abandoned and the
City may sell the same at public auction.
XIX. Notices
19.1 All notices, consents and approvals required or desired to be given by the parties
hereto shall be sent in writing,and shall be deemed sufficiently given when same is hand delivered
or deposited in the United States mail, sufficient postage prepaid, registered or certified mail,
return receipt requested, addressed to the recipient at the address set forth below:
To City: Property Management Department
City of Fort Worth
900 Monroe, Suite 400
Fort Worth, Texas 76104
Attn: Lease Management
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
Page 19 of 42
With a copy to: City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Leann Guzman
To Paramount: Paramount Aerospace Systems USA Inc.
Brian Greyling
2070 Eagle Parkway, Suite 100
Fort Worth TX 76177
with a copy to: Paramount Group USA
Steve Griessel
2070 Eagle Parkway, Suite 100
Fort Worth TX 76177
XX. Holding Over
20.1 A holding over by Paramount after the termination of this Agreement and after
written notice by the City to vacate such premises,and continued occupancy thereof by Paramount
shall constitute Paramount a trespasser.
20.2 Any holding over by Paramount beyond the thirty (30) day period permitted for
removal of property without the written consent of the City shall make Paramount liable to the
City for rent at one hundred fifty percent (150%) of the rent amount in effect at the time of the
holdover,and damages,costs and attorneys'fees which may arise due to Paramount holding over.
20.3 All insurance coverage that Paramount is required to maintain shall continue in
effect for so long as Paramount, or any of Paramount's subtenants occupy the Leased Premises or
any part of the Leased Premises.
XXI. Invalid Provisions
21.1 If any of the terms, sections, subsections, sentences, clauses, phrases, provisions,
covenants,conditions or any other portion of this Agreement are for any reason held to be invalid,
void or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses,
phrases,provisions,covenants or conditions of this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
XXII. Miscellaneous Provisions
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
Page 20 of 42
22.1 All remedies provided in this Agreement shall be deemed cumulative and additional
and not in lieu of, or exclusive of, each other, or of any other remedy available to the City, or
Paramount, at law or in equity, and the exercise of any remedy, or the existence herein of other
remedies or indemnities shall not prevent the exercise of any other remedy.
22.2 No failure or delay by a party hereto in exercising any right,power or remedy under
this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of
any such right,power or remedy of the party. The terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted,only by written document executed by the
party entitled to the benefits of such terms or provisions.
22.3 Notwithstanding any other provision of this Agreement, Paramount shall not be
entitled to claim or receive any compensation as a result of or arising out of any delay,hindrance,
disruption, force majeure, impact or interference, foreseen or unforeseen.
22.4 Paramount assumes the risk of all suspensions of or delays in performance of this
Agreement, regardless of length thereof, arising from all causes whatsoever, whether or not
relating to this Agreement, and Paramount shall bear the burden of all costs, expenses and
liabilities which it may incur in connection with such suspensions or delays, and all such
suspensions, delays, costs, expenses and liabilities of any nature whatsoever, whether or not
provided for in this Agreement, shall conclusively be deemed to have been within the
contemplation of the parties.
22.5 Notwithstanding anything to the contrary set forth in this Agreement, Paramount
recognizes and agrees that any contracts, agreements or amendments contemplated to be entered
into by the City under the terms of this Agreement which are entered into after the Effective Date
of this Agreement will be subject to the prior approval of the Fort Worth City Council other than
the approvals, consents and confirmations expressly permitted in this Agreement.
XXIII. General Provisions
23.1 This Agreement shall be performable and enforceable in the City of Fort Worth and
County of Tarrant,Texas,and shall be construed in accordance with the laws of the State of Texas.
23.2 This Agreement is made for the sole and exclusive benefit of the City and
Paramount.
23.3 Upon City's request and following reasonable advance notice, Paramount will make
such books and records pertaining to this Lease available for review by City during Paramount's
normal business hours. City,at City's sole cost and expense,shall have the right to audit such books
and records in order to ensure compliance with the terms of this Lease.
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
Page 21 of 42
23.4 Subject to the limitations upon assignment herein contained, this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their respective successors and
assigns.
23.5 In the event of any ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party hereto on the basis that such party did not author the same.
23.6 Nothing contained in this Agreement will be deemed or construed, either by the
parties hereto or by any third party, to create any partnership,joint venture or other association
between the City and Paramount except that of lessor and lessee, and seller and purchaser.
23.7 The titles of the sections of this Agreement are inserted herein for convenience
only, and are not intended and shall not be construed to affect in any manner the terms and
provisions hereof or the interpretation or construction thereof.
XXIV. Amendments
24.1 This Agreement may not be changed, modified, discharged or extended except by
written instrument duly executed by the City and Paramount or as otherwise provided herein.
XXV. Force Maieure
25.1 In the event that City or Paramount shall be delayed,hindered in,or prevented from
the performance of any act required hereunder by reason of an act of God, strike, lockout, labor
trouble, inability to procure materials, unseasonable weather affecting construction or operation,
failure of power, riot, pandemic, insurrection, or war, then performance of such act shall be
excused for the period of the delay and the period for the performance of any such act shall be
extended for a period equal to the period of such delay; provided,however,that this Section 25.1
shall have no application to Paramount's obligation to pay the Rent or any other monetary
obligations hereunder once Paramount begins to pay such amounts.
[Signature Page to Follow.]
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA,Inc.
Page 22 of 42
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 15th day of June , 2022.
CITY: PARAMOUNT:
CITY OF FORT WORTH, PARAMOUNT AEROSPACE SYSTEMS
a Texas home rule municipal corporation USA INC.,a D ware gZrporation
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By: DanaBurghdoff(Jun21,20L 14:01CDT) By:
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Dana Burghdoff Name: A�-z5.e
Assistant City Manager Title: C
City of Fort Worth 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.
*
Mark Bro n(Jun 15,202212:40CDT)
Name of Employee
Lease Manager,Property Management Department
Title
Approved as to form and legality:
Thomas Royce Hansen
Assistant City Attorney
Attest: oa FORT�a�
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Jan� eSG Goodall
S.(Jun
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Janette S. Goodall �rio
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Cit Secretary P�� o 0 0o 4"g
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Form 1295:2019-542869
Contract Authorization:
M&C: 19-0348
Date: 12/3/2019 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA, Inc.
EXHIBIT A
ExhibitParamount Ground Lease
•p �
Engine Test Cell Location-
Approximately
00 SF within this
area
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc
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EXHIBIT B
RESTRICTION
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Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc.
VOL 238?QdIF232 RFAI PROngly RfcnRns
AUILDING RESTRICTION \ �Y
THE STATE OF TERAS
COUNTIES OF DENTON AND TARRANT X KNOW ALL MEN DY THESE PRESENTSI
WHEREAS. ALLIANCE AIRPORT. LTD. ("Owner"). is the owner of those three
tracts of land situated in Denton and Tarrant Counties. Texas. described in
Exhibit "A" attached hereto (the �2and")I and
WHEREAS. Owner desires to adopt the following Building Restriction upon
the Land. for the benefit of a certain tract of land adjacent thereto and
described in Exhibit "B" attached hereto (the "Benefitted Tract"
purpose of facilitating the operation of n Public-airport )' for the
Tract; P on the Benefitted
THEREFORE, Owner hereby respect to the Land and gra imposes the following Building Restriction with
nts to the City of Fort Worth, Taxes. owner of
the Benefitted Tract ("Beneficiary")I
2. Building Restriction. The following shall not be constructed or
permitted on the Land;
a, any tree, building, structure, tower, antenna, radar or
satellite dish, or any other fixture or improvement, that is capable of
blocking or reflecting electromagnetic radiation; or
b. any other tree, building,
improvement on the Land, unless ( structure. fixture or other
I and the Federal
Aviation Administration give their written eapproval,for same to be
located on the Land, or (ii) the improvements constitute aircraft
taxiways, aircraft parking aprons. drainage or utility improvements,
and other ground level or underground improvements that do not
interfere with operation of the airport en the Benefitted Tract.
2. Nature Of Building Restriction, Enforcement and Term,
a, The aforesaid Building Restriction shall run with the land
( and shall be binding on all persons acquiring all or any portion of the
f Land,
b. Unless earlior cancelled as hereinafter provided, the
Building Restriction established hereby shall be effective for so long
s as the Benefitted Tract is used for the operation of a public airportl
if the Benefitted Tract ever shall Coosa to be used for public airport
purposes, than said Building Restriction shall automstically terminato
I and be of no further force or effect, Said Building Restriction may be
cancelled by the unanimous vote of the owners of all of the Benefitted
Tract, which shall be conclusively evidenced by written instrument.
duly recorded in the Deed Records of Tarrant and Denton Counties.
Texas, executed by all of the owners of the Benefitted Tract.
C. Said Building Restriction may be enforced only by the
owner(s) of the Benefitted Tract and by Owner, and their successors and
S assigns, The parties entitled to enforce this Building Restriction j
shall have the right to enter upon the Land and to remove any item i erected in violation of this Building Restriction.
( EXECUTED this a day of _ Ne_y 1988.
ALLIANCE AIRPORT, LTD.
ByI Hillwood Holding Corporation, General Partner
By I
H. erot. Jr., President
STATE OF TEXAS X YOL�1, �Pi�FJJ
X
COUNTY OF TARRANT X
This instrument vas acknowledged before me on this c>2 May. 1988. by H. R. Perot. Jr.. President of Hillvood Holdin Co day. of
as general partner of Alliance Airport, Ltd., a Texao limited gpartna partnership,on behalf of said limited partnership.
No a Public. State of Texas
My Commission Expires Notary's Printed/Typed Name
-d-24 9
GAFTER RECORDING, RETURN T0I Y,C.I+�w.LNo1 Lu�1
City of Fort Worth
WOO Throckmorton
Fort Worth, Texas 76IO2
Attno Mr. Wade Adkins
iYOf�+J().?PAGf � F RIACT 3Ae
100' BU LDING RESTRICTION
BEING a tract of land out of the A. C. Warren Survey. Abstract No. 1687. and the
Jonathon Evans Survey. Abstract No. 470 and being part of a 1426.281 acre tract of
lend conveyed to PEROT INVESTMENT PARTNERS. LTD, as recorded in Volume 8899, Page
1748. of the Deed Records of Tarrant County. and Volume 2122. Page 312 of the Deed
Records of Denton County. Texas and being more particularly described as followct
CaMNCING at a 1/2-inch iron rod found in the existing centerline of Keller-Haslet
Road (County Road No. 4042) at the point said centerline intersects the vest right-
of-way line of Interstate Highway 35W. said point also being the southerly southeast
corner of said 1426.281 acre tracts i
THENCE North 89 degrees 51 minutes 45 seconds West. along the centerline of Keller- ;
Haslet Road. a distance of 832.57 feet to a point for a corner; !
THENCE North 9 degrees 53 minutes 13 seconds West. departing the centerline of
Keller-Haslet Road, a distance of 1144.88 feet to the POINT OP BEGINNING;
THENCE North 9 degrees 53 minutes 13 seconds West, along the proposed east boundary
i line of the North Fort Worth Airport, a distance of 2450.00 feet to a point for a
corner;
THENCE North 80 degrees 06 minutes 47 seconds East, continuing *long said proposed
boundary line. a distance of 100.00 feet to a point for a cornea
THENCE South 9 degrees 53 minutes k3 seconds East. departing said proposed boundary
line. a distance of 2450.00 feet to a point for a corner;
THENCE South 8D degrees 06 minutes 47 seconds West. a distance of 100.00 feet to the
POINT OF BEGINNING AND CONTAINING 245.000 square feet or 3.6244 acres of land more
or less.
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EXHIBIT "q" -
VOL FAOF235
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PEROT INVESTMENT PARTNERS
y.l Vol,2122 Pg,312 DRDCT
a• I i/V flQ99�Pg.1740 DRTCT
sso.o ( TRACT 1
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PAINT OF BBCINNNC ' S80-06-47-W
N Uaq 3,�3uw i 100.00,
.,,,KEl1 ER
!35w cRowy
POINT OF COMMENCING TRACT !
j• 100' BUILDING
RESTRICTION
r
ALBERT H.RALFF ASSOCIATES
ENGINEERS AND SCIENTISTS
SCALE tri 3W umCN 198E
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NIX 21)�?PaGf�,� EXHIBIT ^A"
TRACT 2
100' BUILDING RESTRICTION ,
BEING a tract of land out of the Creenberry Overton Survey, Abstract No. 972. and
the Greenberry Ovorton Survey, Abstract No. 1185, and being part of a 1426.28 acre
tract of land conveyed to PEROT INVESTMENT PARTNERS, LTD. as recorded in Volume I
6899. Page 1748. of the Deed Records of Tarrant County, and Volume 2122. Page 312 of !
the Deed Records of Denton County. Texas and being part of a 287.841 acre tract of
land conveyed to PEROT INVESTMENT PARTNERS, LTD, as recorded in Volume 2122, Page d
307 of the Deed Records of Denton County, Texas and being more particularly
described as follows: [[[
I
COMMENCING at a 1/2-inch iron rod found in the existing centerline of Keller-Haslet
Road (County Road tie. 4042) at the point said centerline intetgects the went right-
of-way line of Interstate Highway 35W, said point also being the southerly southeast
corner of said 1426.281 acre tract: i
i
THENCE North 89 degrees 51 minutes 45 seconds West, along the centerline of Keller-
Hasler Road. a distance of 032.57 feet to a point for a corner;
THENCE North 9 degrees 53 minutes 13 seconds West, departing the centerline of
Keller-Haslet Road, a distance of 5694.88 feet to the POINT OF BEGINNING;
THENCR North 9 degrees 53 minutes 13 seconds Wear, along the east boundary line of
the proposed North Fort Worth Airport, a distance of 4050.00 feet to a point for a
corner;
THENCE North 80 degrees 06 minutes 47 seconds East, departing said boundary line, a
distance of 100.00 feet to a point for a corner;
THENCE South 9 degrees 53 minutes 13 seconds East. a distance of 4050.00 feet to a
point for a corner, said comer being on said east boundary line;
THENCE South 60 degrees 06 minutes 47 seconds Went. a distance of 100.00 feet, along
said east boundary line to the POINT OF BEGINNING AND CONTAINING 405.000 square feet
or 9.2975 acres of land more or leas.
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100.00,
EXHIBIT "Q" VOL PBF7
PEROT INVEST
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�i I TRACT 2 I!
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OrlVrON COUNTY
AARgNr COUNTY !
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lNNiNC 'I 100.00'
- T98.00'
`'tt'KELLER
37p,37. �,. •1. .�h� 135W (ROW)
POINT OF COMMENCING �/ .� TRACT 2
100'BUILDING
RESTRICTION
ALBERT N.NALT► ASSOCIATES
ENOWEERS AND SCIENTLSTS
SCALE t rs 400' MARCH t9B8
EXHIBIT "A" -
TRACT 3
36,5, BUILDING RESTRICTION
BEING a tract of land out of the Greenberry Overton Survey, Abstract No. 972, the
Creenberry Overton Survey, Abstract No. 1185, the C. R. Harmon Survey. Abstract No.
I 737. and the M.E.p, and P.R.R. Survey, Abstract No. 1135. and being part of a
1426.201 acre tract of land conveyed to PEROT INVESTMENT PARTNERS, LTD. as recorded
In Volume 8899, Page 1748. of the Deed Records of Tarrant County. and Volume 2122.
Page 312 of the Dead Records of Denton County. Texas and being
part of a87.841
acre tract of land conveyed to PEROT INVESTMENT PARTNERS. LTD. as recorded in Volume '
2122. Page 307 of the Deed Records of Denton County, Texas and being more
particularly described as followal
COMMENCING at a 1/2-inch iron rod found in the existing centerline of Heller-Haslet
Road (County Rued No. 4042) at the point said centerline intersects the west right-
Of-vay line of Interstate Highway 35W, said point also being the southerl southeast
corner of said 1426.281 acre tracts y
THENCE North 89 degrees 51 minutes 45 seconds West, along the centerline of Keller-
Hsalet Road. a distance of 2217.21 feet to a point for a corner;
THENCE North 9 degrees 53 minutes 13 seconds West, departing the centerline of
Keller-Haslet Road. a distance of 727.72 feet to the POINT OF BEGINNING;
THENCE South 80 degrees 06 minutes 47 Seconds West. along the proposed west boundary
line of the proposed North Fort Worth Airport, a distance for a cornea of 36,50 feet to a point
THENCE North 9 degrees 59 minutes 13 seconds West, departing said proposed boundary
line, a distance of 8776.14 feet to a point for a corner;
THENCE North 80 degrees 06 minutes 47 seconds East, a distance of 36.50 feet to a
Point for a corner;
THENCE South 9 degrees 53 minutes 13 seconds East. a distance of 8776.14 feet to the
POINT OF BEGINNING AND CONTAINING 320,329 square feet or 7.3537 acres of land more �e
or less,
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EXHIBIT
y G.OVERTON SURVEY
Abstract • 1185
Al
ok Pp j Q�w
TRACT 9 k\. ;40 °�
Q /
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3200,329 SOFT '�' c,�;:/�o V6
OR 7.3537 A0 I ,.\` !/`o �ap�y
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ADiyT�e9��o��
TRACT 3
36.5'BUILDING
yC •--'C..i35W (ROW) RESTRICTION ,
f ® ALBERT KKALFF ASSOCIATES
',• ENGINEERS AND SCIENTISTS
SCALE I i'•400' NARCN 1988
N
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of 2'-M&CF?40
EXHIBIT
•�°:�.•� �' PEROT 04VESTMENT GROUP
• . ,<'• Vo14122 P0.307
.,�•,.�• .�' . 1)R.DC.T.
00.
F.,.�' a
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TRACT 3 ^,.,poy // �,♦'�
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320,329 SO.F'r
OR 7.3537 AC
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TRACTS
36.5,BUILDING
RESTRICTION
ALBERT N,HALFF ASSOCIATES
ENGINEERS AND SCIENTISTS
SCALE IP• 400' MARCH 1985
i
VOL 2,38�•� ��q
EX1lIBIT "B" PACE`+ J.
BEING a tract of land in the Jonathon Evans Survey. Abstract No, 470. the C.R.
Harmon Survey, Abstract No. 737, the H.E.P.
1135. the Greenberry Overton Survey, and P.R.R. Co. Survey, Abstract No.
Abstract e . Abstract
the o. 168 erry Overton
Survey, Abstract No. 1185, and the A.C. Warren Survey. Abstract No. 1687. and being
in the City of Fort North, Tarrant and Denton Counties, Texan, and being part of a
1426.261 acre tract of land conveyed to PEROT INVESTMENT PARTNERS, LTD, as recorded
in Volume 8899, Page 1748 of the Deed Records of Tarrant County and Volume 2122.
Page 312 of the Deed Records of Denton County, Texas and being part of a 287.841
j acre tract of lend conveyed to PEROT INVESTMENT PARTNERS. In. as recorded in Volume
2122, Page 307 of the Dead Records of Denton County, Texas and being more
particularly described as follows=
f COMMENCING at a 1/2-inch iron rod found in the centerline of Kellar Haslet Road
(County Road no. 4042). said iron rod being the southerly southeast corner of Tract
I of the said 1426.28I acre tract of land recorded in Volume 8899. Page 1748 of the
Deed Records of Tarrant County. Texas;
THENCE North 89 degreea 51 minutes 45 seconds West. a distance of 1444.19 feet.
I along the centerline of said Keller Haslet Road to a 1/2-inch iron rod sot for the
j POINT OF BEGINNING;
THENCE North 89 degrees 51 minutes 45 seconds West, continuing along said
centerline, a distance of 708.53 feet to a set 1/2-inch iron rod for ■ corner;
THENCE North 9 degrees 53 minutes 13 seconds West. departing said centerline, a
distance of 714.90 feet to a found 1-inch iron rod with C. 6 B. cep for a corner;
THENCE South 80 degrees 06 minutes 47 seconds West, a distance of 616.45 foot to a
set 1/2-inch iron rod for a cornerl
THENCE North 46 degrees 21 minutes 45 seconds West. a distance of 187.69 feet to a
i set 1/2-inch iron rod for a corner;
THENCE North 43 degrees 38 minutes 15 seconds East, a distance of 260.00 foot to a
ser 1/2-inch iron rod for a corner;
THENCE South 46 degrees 21 minutes 45 seconds East, a distance of 350.00 feet to a
set 1/2-inch iron rod for a corner;
THENCE North 80 degrees 06 minutes 47 seconds East, a distance of 247.39 feet to a
set 1/2-inch iron rod for a corner;
THENCE North 9 degrees 53 minutes 13 seconds West, a distance of 6376.14 feet to a
set 1/2-inch iron rod for a corner;
THENCE North 80 degrees 06 minutes 47 seconds East. a distance of 63.50 feet to a
found 1-inch iron rod with C. b B, cap for a corner;
THENCE North 9 degrees 53 minutes 13 seconds West. a distance of 2000,00 feet to a
found 5/8-inch iron rod with C. 6 B. cap for a corner,
THENCE North 18 degrees 30 minutes 50 seconds West, a distance of 424.81 feet to a
set 1/2-inch iron rod for a cornerl
THENCE North 80 degrees 06 minutes 47 seconda East. a distance of 210.72 feet to a
set 1/2-inch iron rod for a aornarl
THENCE North 18 degrees 25 minutes 04 seconds West, a distance of 734.29 feet to a
set 1/2-inch iron rod for a corner. said corner being on the south right-of-way line
of the Atchison. Topeka, and Santa Fe Railroad (100-feet wide).
THENCE North 24 degrees 16 minutes 15 seconds east, along said south railroad right-
of-way line, a distance of 1446.07 feet to a set 1/2-inch iron rod for a cornerl
THENCE South 9 degrees 53 minutes 13 seconds East, departing said south railroad
right-of-way, a distance of 337.30 feet to a set 1/2-inch iron rod for a corner,
said corner being on a circular curve to the right having a radius of 430.00 feet
and whose back tangent bears North 69 dagreea 54 minutes 56 seconds Eastl
THENCE Easterly, along said curve through a central angle of 55 degrees 35 minutes
43 seconds, an are distance of 417.24 feat to a let 1/2-inch iron rod for the point
of tangency,
IVOL2389-mv*242
THENCE South 54 degrees 29 minutes 21 seconds East, a distance of 173.40 fact to a
not 1/2-inch iron rod for a corner;
THENCE South 1 degree 21 mi.nutes 22 seconds rest, a distance of 364.73 feat to a mot
1/2-inch iron rod for a corner;
THENCE South 9 degrees 53 minutes 13 seconds East. a distance of 5050.00 feet to a
set 1/2-inch iron rod for a cornea
THENCE North 80 degrees 06 minutes 47 seconds East, a distance of 898.00 feet to a
set 1/2-inch iron rod for a cornea
THENCE South 9 dogroes 53 minutes 13 seconds East, a distance of 2100.00 feet to a
set 1/2-inch iron rod for a corner;
THENCE South 60 degrees 06 minutes 47 seconds West, a distance of 898.00 feet to a
set 1/2-inch iron rod for a corners
THENCE South 9 degrees 53 minutes 13 seconds East. a distance of 2942.85 feet to a
set 1/2-inch iron rod for a corner;
i
THENCE North 68 degrees 08 minutes 13 seconds East, a distance of 172.78 feet to a
set 1/2-inch iron rod for a corner;
THENCE South 8 degrees 08 minutes 15 seconds West. a distance'of 423.78 feet to a
set 1/2-inch iron rod for a corner;.
THENCE South 68 degrees 08 minutes 15 seconds West& a distance of 646.42 feet to a
set 1/2-inch iron rod for a corner;
THENCE South 0 degrees 08 minutes 15 seconds West, a distance of 4$.00 feet to the
POINT OF BEGINNING AND CONTAINING 16.613.096 square feet or 381.3842 acres of lend
more or lees.
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VOL 2382w241, ;
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FILED FOR
RECO SAY OF
DULY RECORDED = A.D,19��at /S
_QAY OF A.D.19 rev H•
BYE MARILYN ROBINSON' COUNTY CLERK
DEPUTY DENTON COUNTY, TEXAS
EXHIBIT C
FAA FINAL DETERMINATION LETTER
Federal Aviation Administration i,, •C;,,„_ ,
10101 Hillwood Parkway
Federal Aviation Administration
Fort Worth, TX 76177
September 10,2021
TO:
Paramount Group US Inc
Attn:Steve Griessel
2070 Eagle Parkway,Suite 100
Fort Worth,TX 76177
steve.griessel@paramountgroup.com
RE:(See attached Table 1 for referenced case(s))
"FINAL DETERMINATION"
Table 1-Letter Referenced Case(s)
ASN Prior ASN Location Latitude Longitude AGL AMSL
(NAD83) (NAD83) (Feet) (Feet)
2021- FORT WORTH,TX 32-59-56.20N 97-19.03.27W 18 711
ASW4477-NRA j 1 1 1
If FDC NOTAMS ARE REQUIRED,the following Airport Operations Contact(s)(AOC)are approved to handle FDC
NOTAM coordination.
The AOC must create and/or log into their OE/AAA account and select"Search Archives".The aeronautical study
number(ASN)associated with the proposed obstruction is to be entered(see FAA determination letter for ASN).The
NOTAM can be extended or cancelled through the AOC's account.If the AOC is having difficulty using the tool,please
contact the OE/AAA support desk at 202-580-7500 or refer to the online instructions.
Name Email Phone
Christian ChildsI christian.child@hillwood.com (817)890-1000
Description:let engine test cell consisting of flat roof steel structure measuring 34LX21 WX25H,lean to
measuring 34LX26WX25H with entry ramp on one side measuring 55LXI8WX3H and detuner measuring
86LXI3WXI6H.Site is on apron.Apron is 19 feet below grade of runway.Building and detuner is below
grade.Crane to install steel building and detuner will be 50 feet or 31 feet above grade of the runway.Crane
will be utilized for a total period of 7 days during construction.
We do not object with conditions to the construction described in this proposal provided:
You comply with the requirements set forth in FAA Advisory Circular 150/5370-2,"Operational Safely on
Airports During Construction."
FLIGHT PROCEDURES:IFR effect for comment only.Building has no IFR effect,but the crane mist be
studied in a separate NRA submission.
For current Advisory Circulars go to www.ocaaa.faa.gov
Page I of 2
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc
This determination does not constitute FAA approval or disapproval of the physical development involved in
the proposal.It is a determination with respect to the safe and efficient use of navigable airspace by aircraft and
with respect to the safety of persons and property on the ground.
In making this determination,the FAA has considered matters such as the effects the proposal would have on
existing or planned traffic patterns of neighboring airports,the effects it would have on the existing airspace
structure and projected programs of the FAA,the effects it would have on the safety of persons and property
on the ground,and the effects that existing or proposed manmade objects(on file with the FAA),and known
natural objects within the affected area would have on the airport proposal.
This determination expires on March 10,2023 unless:
(a)extended,revised or terminated by the issuing office.
(b)the construction is subject to the licensing authority of the Federal Communications Commission(FCC)and
an application for a construction permit has been filed,as required by the FCC,within 6 months of the date of
this determination.In such case,the determination expires on the date prescribed by the FCC for the completion
of construction,or the date the FCC denies the application.
NOTE:Request for extension of the effective period of this determination must be obtained at least 15 days
prior to expiration date specified in this letter.
If you have any questions concerning this determination contact Roman PiA#Afon(817)222-5613
roman.pinon@faa.gov.On any future correspondence concerning this matter,please refer to Aeronautical Study
Number 202 1-ASW-4477-NRA.
Ronan Pinon
ADO
Signature Control No:485253002-494270537
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc
EXHIBIT D
IMPROVEMENTS
Hush House specifications
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Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc.
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Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc
EXHIBIT E
TEST CELL DATA
To protect the airport and surrounding communities it is imperative Tenant provide City and
Property Manager with the following information prior to the final ground lease execution at the
Base:
• Annual number of engine runs
• Type and model numbers of any and all engines that will be ran at the base
• Engine decibel (db) level at idle, mil power and afterburner(per engine model)
• Description of power settings during each engine run
• Expected duration of each engine run
• Expected number of engine runs per day
• Number of days per week for engine runs (M-F or M-Sun)
Approvals needed:
• Approval and location for the engine run hush house/test cell will be determined by City
and Property Manager to protect the approved FAA FAR Part 150 Notice Combability
Noise Study
• Paramount shall cover expenses related to initial noise modeling that will determine hush
house/test cell location
• Noise modeling will be completed no later than 90 days after office/shop lease
commandment between the City and Paramount
• Once the location for the hush house/test cell has been approved,Paramount will submit
engineered drawings to City and Property Manager for review and approval. This should
be done within 45 days of completing the noise modeling
Construction
• Engine hush house/test cell location and design must be approved by City and Property
Management approved noise consultant
Restrictions
• Engine runs will only be conducted Monday through Friday between 0800 CST and 1800
CST
• No engine runs will be conducted on Saturday or Sunday
• No run-ups/limited run-ups on airport prior to completion of construction
• No engine runs will be conducted on nationally recognized holidays
Airport Access Permit:
• Location of the hush house/test cell could result in Paramount needing an executed
Airport Access Permit
• If an Airport Access Permit is required, Paramount will cover the cost of the permit.
Ground Lease between the City of Fort Worth and Paramount Aerospace Systems USA Inc
EXHIBIT F
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Noise . .
Legend
Aglill ,I
H It
within N—se
•
•
1 2,640 5,280 •
�1 --- — :1 feet
--
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TABLE 4.7
YEAR 2021 -NOISE EXPOSURE ESTIMATES
(Acreage, by Land Use Type, Occurring Within Existing Condition Noise Contours)
Land Use Type (Acres) DNL 65 to DNL 70 to DNL 75+ Total Over
70 dBA 75 dBA dBA DNL 65 dBA
Agricultural 1047.53 448.58 336.20 1832.32
Airport 126.14 140.44 632.09 898.67
Commercial 87.66 53.08 11.55 152.29
Education 90.23 46.81 137.04
Government Services 0.85 5.07 7.47 13.39
Industrial 39.64 4.88 1.68 46.20
Mobile Home 0.26 0.26
Park 3.86 10.35 0.05 14.27
Single-Family Residential 28.36 28.36
Transient Residential 2.78 2.78
Utility/Right-of-Way 169.82 89.23 37.66 296.70
Vacant 176.49 74.64 108.98 360.11
Water 8.51 8.70 2.48 19.69
Total Acreage 1782.13 881.77 1 1138.17 1 3802.07
Noise-Sensitive Facilities Within DNL 65 to DNL 70 to DNL 75+ Total Over
the DNL 65+Contour 70 dBA 75 dBA dBA DNL 65 dBA
Schools
Gene Pike Middle School 1 -- -- 1
Northwest High School 1 -- -- 1
Total School 2 0 0 2
Population DNL 65 to DNL 70 to DNL 75+ Total Over
70 dBA 75 dBA dBA DNL 65 dBA
Unmitigated(i.e.,Noncompatible) 287 --- --- 287
Mitigated (i.e.,Compatible) 230 --- --- 230
Total Population 518 0 0 518
Housing Units' DNL 65 to DNL 70 to DNL 75+ Total Over
70 dBA 75 dBA dBA DNL 65 dBA
Unmitigated(i.e.,Noncompatible) 101 --- --- 101
Mitigated (i.e.,Compatible) 81 --- --- 81
Total Housing Units 182 0 0 182
Note: ' Housing Units and Residential Land Use include single family,multi-family,and mobile homes.
2 Population based on U.S.Census Bureau 2019 data,Tarrant County 2.86 persons per household and Denton County
2.83 persons per household.
s Estimated population of vacant unmitigated land is included due to land being platted for future residential development.
4 Population and housing units have been mitigated through participation in previous Noise Compatibility Programs.
Numbers may not add,due to rounding.
Sources: Denton Central Appraisal District,Tarrant Central Appraisal District,and U.S.Census 2019.
AECOM Analysis,2021.
December 2021 4-19 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
Section 5. 0
FUTURE CONDITIONS:
YEAR 2026 NOISE EXPOSURE
5.1 INTRODUCTION
The existing airfield configuration at AFW was described in Section 3.2.1. Presently,
Runway 16L/34R is 11,000 feet long and 150 feet wide and Runway 16R/34L is 11,010 feet long
and 150 feet wide. Exhibit 3.2 illustrates the future runways on the Airport Layout Plan.
The analysis for the future condition was conducted using the FAA AEDT Version 3c, which
produced Day Night Average Sound Level (DNL) contours in increments of 65, 70, and
75 A-Weighted decibels (dBA). The same methodology outlined in Section 4.2 was utilized
during this analysis. The noise modeling was accomplished for the forecasted future average daily
operations for the year 2026. The resulting contours are identified as the 2026 Future Condition
Noise Exposure Map.
5.2 FUTURE CONDITION
5.2.1 YEAR 2026 AIRCRAFT OPERATIONS
The forecast of aircraft operations developed in Section 3 is presented in Table 5.1. Annual
operations at AFW were predicted in the FAA TAF for AFW to increase throughout the planning
period 2021 to 2026 by approximately 2.1 percent. The 2019 AFW TAF forecast number of annual
operations for 2026 was 135,412 or 418.4 average daily aircraft operations. The forecast used for
this Part 150 Study Update includes the addition of aircraft operations performed by Amazon,
ATAC and Gulfstream as discussed in Section 3. This increases the annual operations at AFW to
152,708 or 418.38 average daily aircraft operations. This is an increase of approximately 12.6
percent over the 2021 activity level. This forecast represents the best estimate for future aircraft
operations at AFW based on available information.
5.2.2 AIRCRAFT FLEET MIX
The operational activity at AFW was divided into three different categories: commercial activity
that includes air carrier, air cargo, and air taxi activity; general aviation activity; and military
activity. The overall general aviation fleet mix is not anticipated to change significantly over the
planning period.
December 2021 5-1 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
TABLE 5.1
FORECAST ANNUAL AND AVERAGE DAILY OPERATIONS
Fort Worth Alliance Airport
Aircraft Category Annual Operations Average Daily Operation
Air Carrier 9,349 25.61
Amazon 13,870 38.00
Air Taxi/Commuter 3,965 10.86
Gulfstream 1,236 3.39
General Aviation—Itinerant 50,911 139.48
General Aviation—Local 57,811 158.39
Military—Itinerant 9,908 27.15
ATAC 2,190 6.00
Military—Local 3,468 9.50
TOTAL 152,708 418.38
Sources: Alliance Air Services,2019;2019 FAA TAF for AFW;AECOM 2019.
Additional operations performed by Gulfstream were expected to commence prior to 2025, with
approximately 1,236 annual operations. It is anticipated that the Gulfstream activity would include
operations by the Gulfstream G-150, G-200, G-280, G-III, G-IV and G-V aircraft.
Average daily operations by aircraft type in 2026 were calculated by applying the Existing
Condition fleet mix to the forecast of average daily operations, and are provided in Appendix F.
The average daily operations presented in Table 5.1 were also divided into departures, arrivals,
and touch-and-go activity. It was assumed that an almost equal number of departing and arriving
flights occur each day. Touch-and-go activity conducted by the military and general aviation
aircraft was estimated to be 40 percent of total activity.Appendix F present all aircraft operations
during 2026 by each category. These operations are also specified by AEDT aircraft type,
operational category, and daytime and nighttime operations. In addition to aircraft operations
described above, Appendix F present details of engine run-up activities for 2026. The number of
engine run-up activities was increased at the same rate as the respective aircraft growth rates
obtained from the TAF.
The information shown in Appendix F was used in the data input for the AEDT. All aircraft
modeled for 2026 are either a true representation of an aircraft type or an acceptable FAA-
approved substitution. See Section 4.2 for the further details on the methodology.
December 2021 5-2 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
5.2.3 RUNWAY UTILIZATION
A review of airspace procedures was conducted to determine the frequency of use for each runway
at the airport. ATCT personnel at AFW were also consulted as part of the process. This
consultation assisted in the development of the runway utilization rates, which are the average
percentage each runway is used for arrivals, departures, and touch-and-go operations. Runway
utilization rates used for 2021 are the same as those used for 2026, and there are no anticipated
changes to these rates presented in Section 4.3.5.
5.2.4 FLIGHT TRACKS
Currently, there are "Displaced Thresholds" on runway ends 16L and 34L. The displaced
thresholds are due to limited safety area off the end of runways. They prohibit a pilot from making
a landing on the initial portion of the runway pavement. Runway ends 16L and 34L have displaced
thresholds of 400 feet and 601 feet from the end of each runway, respectively.
There are no anticipated changes to airspace or airspace procedures and utilization from 2021 to
2026. Therefore, track utilization rates will remain unchanged as described in Section 4,Existing
Conditions: Year 2021 Noise Exposure, and Appendix F. Utilization rates for future flight
tracks by operational category are presented in Appendix F.
Title 14 CFR part 150, Airport Noise Compatibility Planning, Amendment No. 150-4, Section
A150.103(b)(1), requires "A map of the airport and its environs at an adequately detailed scale
(not less than 1 inch to 2,000 feet) indicating runway length, alignments, landing thresholds,
takeoff start-of-roll points, airport boundary, and flight tracks out to at least 30,000 feet from the
end of each runway."Therefore, flight track maps at a scale of 1 inch to 2,000 feet are provided in
Appendix I.
5.2.5 NOISE CONTOURS
Noise contours are lines showing areas that have equal sound levels and are used to assess the
effects of aircraft-generated noise around AFW. This section presents DNL contours for 2026 at
AFW. The DNL contours show the cumulative noise produced by an annual average 24-hour day
of aircraft operations. The size and shape of the contours depend primarily upon the numbers and
types of aircraft that operate to and from the airport, and the location of flight tracks flown by these
aircraft.
The Future Condition Noise Exposure Map (NEM) is based on data generated for a timeframe of
at least five years in the future following the year of submission.
The Future Condition NEM was developed based on the forecast presented in Section 3,Airport
and Aircraft Activity, and shown in Table 5.1. The 2026 NEM is presented in Figure 5.1,
superimposed over the land use base map. The base map depicts the airport boundaries, runway
configuration, and runway ends. It also clearly illustrates streets and other identifiable geographic
features. The total area encompassed by the DNL 65 dBA noise contour is 3,940 acres. This
represents an increase of 138 acres from the 2021 Existing Condition.
December 2021 5-3 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
Figure 5-2 provides a comparison of the 2021 Existing Condition NEM against the 2026 Future
Condition NEM.
As required in Appendix A of Part 150 Amendment No. 150-4, the minimum scale is enlarged to
I inch to 2,000 feet to facilitate the FAA's ability to implement Section 322(b)of Vision 100. The
2026 NEM with the scale of I inch to 2,000 feet is included in Appendix I.
5.3 NONCOMPATIBLE LAND USES
Noncompatible land use means the use of land that is identified under title 14 CFR part 150 as
normally not compatible with the outdoor noise environment because the yearly day-night average
sound level (DNL) is above that identified for that use under Appendix A (Table 1) of this part.
However, if the indoor noise environment meets FAA design objectives, indoor activities may be
considered compatible.
This section addresses impacts on the local community from the predicted aircraft-generated noise
for the 2026 Future Condition. Figure 5.1 illustrates land uses surrounding AFW that are found
within various noise contours under the 2026 Future Condition. Furthermore, Table 5.2
summarizes the acreage, by land use category, located within the DNL 65, 70, and 75 dBA
contours. Land uses and the location of noise-sensitive facilities were identified from aerial
photography, online database research,field investigation, and cross-referenced against the current
land use data obtained from the Cities of Fort Worth and Haslet, and the Town of Northlake.
In addition to summarizing the area by land use category, Table 5.2 also provides noise-impacted
population and household quantities within the DNL 65, 70, and 75 dBA contours. The number
of housing units was determined by superimposing the noise contours over aerial photographs and
property parcel line data obtained from the City of Fort Worth to identify existing and future
(already platted, but not constructed) residential structures within each contour interval. This
information was further verified through field observation. To assess the population within the
DNL 65 dBA noise contours, U.S. Census 2019 American Community Survey Files for Denton
and Tarrant Counties were utilized. It indicated that the average household size for Tarrant County
was 2.83 persons per household, and for Denton County the average household size was
2.86 persons per household. The number of housing units identified within the DNL noise
contours was multiplied by an average, or 2.845, persons per household to estimate population
within DNL 65 dBA
A total of 167 existing unmitigated noncompatible residential units were identified within the DNL
65 dBA and greater for the 2026 Future Conditions. 154 are located north of the airport in the
River's Edge subdivision. These homes represent approximately 438 people living in
noncompatible residential units for the 2026 Future Conditions. South of the airport, in Tarrant
County, in the Villages of Woodland Springs and Valley Ridge there are thirteen (13) homes
located in the area inside the DNL 65+dBA contour. These homes represent approximately thirty-
December 2021 5-4 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
seven (37) people living in noncompatible residential units for the 2026 Future Conditions.
Table 5.2 includes unmitigated vacant residential homes and population.
It should be noted that the River's Edge subdivision is currently undergoing noise mitigation
through a previously completed Environmental Assessment at AFW.
December 2021 5-5 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
Noise . .
Legend
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TABLE 5.2
YEAR 2026 NOISE EXPOSURE ESTIMATES
(Acreage,by Land Use Type, Occurring Within Future Condition Noise Contours)
Fort Worth Alliance Airport
Land Use Type(Acres) DNL 65 to DNL 70 to DNL 75+ Total Over
70 dBA 75 dBA dBA DNL 65 dBA
Agricultural 1166.64 444.40 296.94 1907.99
Airport 127.91 155.55 631.97 915.43
Commercial 93.35 49.85 9.65 152.85
Education 95.20 49.45 144.65
Government Services 0.99 5.31 7.13 13.43
Industrial 48.29 6.33 54.62
Residential' 0.23 0.23
Transient Residential 6.00 8.33 0.03 14.35
Utility/Right-of-Way 37.28 37.28
Vacant 1.33 1.33
Water 186.33 88.17 36.28 310.79
Total Acreage 185.07 75.69 106.64 367.40
Noise-Sensitive Facilities Within the DNL 65 to DNL 70 to DNL 75+ Total Over
DNL 65+Contour 70 dBA 75 dBA dBA DNL 65 dBA
Schools
W.R.Hatfield Elementary School 1 -- -- 1
Gene Pike Middle School 1 -- -- 1
Total School 2 0 0 2
Population DNL 65 to DNL 70 to DNL 75+ Total Over
70 dBA 75 dBA dBA DNL 65 dBA
Unmitigated(i.e.,Noncompatible) 475 --- --- 475
Mitigated' (i.e.,Compatible) 242 --- --- 242
Total Population 717 0 0 717
Housing Units' DNL 65 to DNL 70 to DNL 75+ Total Over
70 dBA 75 dBA dBA DNL 65 dBA
Unmitigated(i.e.,Noncompatible) 167 --- --- 167
Mitigated' (i.e.,Compatible) 85 --- --- 85
Total Housing Units 1 252 1 0 1 0 1 252
Note: ' Housing Units and Residential Land Use include single family,multi-family,and mobile homes.
z Population based on U.S.Census Bureau 2019 data,Tarrant County 2.86 persons per household and Denton County
2.83 persons per household.
3 Estimated population of vacant unmitigated land is included due to land being platted for future residential development.
a Population and housing units have been mitigated through participation in previous Noise Compatibility Programs.
Numbers may not add,due to rounding.
Sources: Denton Central Appraisal District,Tarrant Central Appraisal District,and U.S.Census 2019.
AECOM Analysis,2021.
December 2021 5-11 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
As shown on Figure 5.1, a portion of the Northwest Independent School District(NISD)facilities
are located within the DNL 65 dBA contour. Table 5.2 indicates that W.R. Hatfield Elementary
School and Gene Pike Middle School are within the DNL 65 dBA in the 2026 Future Condition.
According to the Part 150 Land Use Compatibility Guidelines presented in Table 2.2, schools are
normally considered noncompatible within the DNL 65 dBA. The NISD Campus is a significant
noise-sensitive land use affected by aircraft operations at AFW. In consultation with the NISD
Assistant Superintendent for Support Services, FAA Southwest Region, and Texas Airports
Development Office representatives, City of Fort Worth Department of Aviation, and Alliance
Aviation Services, it was determined that a feasibility analysis for noise mitigation at the Campus
was warranted. The feasibility study was comprised of two components:
1. Field measurement of aircraft noise levels, and
2. Field measurement of exterior and interior noise levels to determine Outdoor-to-Indoor
Level Reduction (OILR).
For schools, the FAA's standard design objective for interior noise levels is a time-average A-
weighted sound level of 45 dBA resulting from aircraft operations during normal school hours. If
existing construction or the location of the structure within the noise contour causes the structure
to already meet or exceed the interior target of 45 dBA, additional noise insulation normally is not
necessary.
Acoustical testing of the buildings at the NISD Campus was conducted from March 11, 2006
through March 16, 2006. All of the rooms tested during the field sampling meet or exceed FAA's
design objective for schools and exhibited an interior time-average A-weighted sound level of less
than 45 dBA resulting from aircraft operations during normal school hours. Therefore, since the
indoor noise environment meets FAA design objectives, indoor activities may be considered
compatible. These educational facilities are shown as compatible on Figure 5.1. The feasibility
study was documented in a report entitled, Fort Worth Alliance Airport Part 150 Noise
Compatibility Program, Feasibility Study for Noise Mitigation at NISD Alliance Campus
Facilities.
Outdoor Recreational Activities such as outdoor sports arenas and spectator sports (with sound
reinforcement systems), amusements, parks, golf courses, riding stables, and water recreation are
considered compatible below DNL 75 dBA.
Hotels are usually categorized as "transient lodging" under the Part 150 Land Use Compatibility
Guidelines presented in Table 2.2 and considered noncompatible within the DNL 65 dBA.
However, City of Fort Worth Code, Chapter 3, Article VI, Division 4, Section 3-265(c),
Compatible Land Use Regulations,indicates that"Hotels and motels shall be permitted as a matter
of right in the development zone without the imposition of limitations or conditions." Therefore,
hotels located within the development zone and the DNL 65 dBA for the 2026 Future Condition
are considered compatible for this study. There are currently three (3) hotels within both the
development zone and the DNL 65 dB for the 2026 Future Condition. All three are located at the
intersection of Keller Haslet Road and I-35W. It should be noted that there are no hotels outside
the development zone but within the DNL 65 dBA for the 2026 Future Condition.
December 2021 5-12 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
As noted in Section 4.4, there are two noise sensitive sites within the 2021 DNL 65 dB noise
contour, the North Church and Tarrant County College Aviation Program. The North Church is
located in a commercial facility, which is considered compatible land use. The Tarrant County
College Aviation Programs are training and education programs specifically related to activity
occurring at an airport.
December 2021 5-13 Fort Worth Alliance Airport
Noise Exposure Maps and Supporting Documentation
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Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FD"fORTl1
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DATE: 12/3/2019 REFERENCE **M&C 19- LOG NAME: 21 PARAMOUNT
NO.: 0348 AEROSPACE SYSTEMS
CODE: L TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize the Execution of a Facility Lease Agreement with Paramount Aerospace
Systems, USA, Incorporated of Approximately 22,000 Square Feet of Space in the
Structures Building Located at 2070 Eagle Parkway,Fort Worth,Texas 76177 and a
Ground Lease of Approximately 15,000 Square Feet of Land to Construct and Operate a
Jet Engine Test Cell Facility at the Alliance Fort Worth Maintenance Facility(COUNCIL
DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1)Authorize the execution of a facility lease agreement with Paramount Aerospace Systems, USA,
Incorporated for use of up to 22,000 square feet of space in the Structures Building located at 2070
Eagle Parkway,Fort Worth,Texas 76177;and
2)Authorize the execution of a ground lease up to 15,000 square feet of land to construct a jet engine
test cell facility at the Alliance Fort Worth Maintenance Facility.
DISCUSSION:
Paramount Aerospace Systems USA, Inc.("PAS")is an aerospace and defense company with a
global industrial capability that support the United States Air Force("USAF")Mirage F1 fighter jet.
Due to the growing need to support the multi-billion dollar training programs within the USAF, United
States defense contractors have acquired hundreds of legacy fighter jets-particularly the Mirage F1
aircraft-in order to meet that demand.
To support the growth of these programs locally, PAS must rapidly expand its US headquarters and
has identified the Alliance Maintenance Facility("AMF")as the location to provide service,
maintenance and jet engine testing of the Mirage F1 Aircraft.
PAS desires to lease up to 22,000 square feet of space in the Structures Building at the AMF for
service and maintenance of the Mirage F1 fighter aircraft and to enter into a ground lease for up to
15,000 square feet of land to construct a Jet Engine Test Cell facility("Hush House")for testing of the
Mirage F1 fighter aircraft engines.
The Hush House must be constructed and operated to comply with all legal requirements related to
acceptable noise levels. PAS will be responsible for all costs of connection of utilities to the Hush
House.
The lease terms are as follows:
Term:
The leases will be coterminous with a primary term of five(5)years with two(2)successive five(5)
year renewal options.
Base rent:
Structures Building:
Term Base rent per SF
Year 1 $1.00/SF
Year 2 $1.06/SF
Year 3 $1.12/SF
Year 4 $1.18/SF
Year 5 $1.18/SF
Ground Lease:
Term Base rent per SF
Year 1 $0.46/SF
Year 2 $0.47/SF
Year 3 $0.48/SF
Year 4 $0.49/SF
Year 5 $0.50/SF
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Utilities,Common Area Fees and Capital ital Reserve Contribution:
p
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PAS is responsible for payment of all direct and distributed utilities,common area fees and capital
reserve contributions of the Hush House and leased premises in the Structures Building.
This property is located in Council District 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease(s),funds will be deposited into the Alliance Maintenance Facility Fund Lease Revenue
Account. The Property Management Department(and Financial Management Services)are
responsible for the collection and deposit of funds due to the City.
TO
Fund 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: Kevin Gunn(2015)
Orictinatina Department Head: Roger Venables(6334)
Jean Petr(8367)
Additional Information Contact:
Mark Brown(5197)
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ATTACHMENTS
PARAMOUNT AND C MAP.Ddf
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