HomeMy WebLinkAboutContract 44364-R2CSC No. 44364-R2
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND AND BUILDING LEASE AGREEMENT
LEASE SITE 35S
3300 ROSS AVENUE
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH ("Lessor" or the "City"), a home rule municipal
corporation organized under the laws of the State of Texas, acting by and through Dana
Burghdoff, its duly authorized Assistant City Manager, and OV-10 BRONCO ASSOCIATION,
INC., d/b/a FORT WORTH AVIATION MUSEUM ("Lessee"), a Texas corporation, acting by
and through Jim Hodgson, its duly authorized Chairman.
RECITALS
WHEREAS, On or about April 13, 2013, Lessor and Lessee entered into City Secretary
Contract ("CSC") No. 44364 ("Prior Lease"), a five-year Ground and Building Lease for use of
real property known as Lease Site 35S and any improvements and facilities thereon ("Leased
Premises") at Fort Worth Meacham International Airport ("Airport");
WHEREAS, the Lessee originally was doing business as the "Veteran's Memorial Air
Park" under the Prior Lease;
WHEREAS, the Lessee now does business under a different name, "Fort Worth Aviation
Museum," which is reflected in this Lease;
WHEREAS, the Prior Lease contained one five-year renewal option which commenced on
April 10, 2018 and will expire on April 9, 2023; and
WHEREAS, the Lessee has requested and Lessor has agreed, that upon termination of the
Prior Lease, the parties have agreed to enter into this new ground and building lease agreement
under the terms and conditions herein.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee a total of 179,282 square feet of ground space
("Ground"), which includes 3,925 square feet of storage space and 3,157 square feet of
office space ("Building") at Fort Worth Meacham International Airport ("Airport") in
Fort Worth, Tarrant County, Texas, identified as Lease Site 35S, also known as 3300 Ross
Avenue ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of
this Lease for all purposes.
2. TERM OF LEASE.
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Ground and Building Lease Agreement
Fort Worth Meacham International Airport
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2.1. Initial Term.
The Initial Term of this Lease shall commence at 12:00 A.M. (midnight) on April
10, 2023 ("Effective Date") and expire at 11:59 PM on April 9, 2038, unless
otherwise terminated earlier as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) option to
renew for an additional (5) five years each (a "Renewal Term"). In order to
exercise an option to renew, Lessee shall notify Lessor in writing of its desire to
renew this Lease no less than ninety (90) days and no more than one hundred eighty
(180) days prior to the expiration of the Initial Term.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month -to -month tenancy. In this event, for and during the
holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the
rates provided by Lessor's Schedule of Rates and Charges or similarly published
schedule in effect at the time of the Holdover.
3. RENT.
3.1. Lessee's Ground Rate as a Non -Profit Or2anzation.
In accordance with the Aviation Depaitiiient's Leasing Policy, Lessee, as a
§501(c)(3) domestic non-profit corporation, shall be assessed a reduced, per square
foot, ground rate ("Reduced Rate") which shall be calculated at $0.03757966273285
per square foot annually, for a total annual amount due of $6,737.36, payable in
monthly installments of $561.45.
If Lessee's non-profit status is forfeited or revoked during the term of this Lease, the
Reduced Rate shall cease and Lessee will owe rent in the amount of the then -current
rates prescribed by the Lessor's published Schedule of Rates and Charges beginning
on the date the §50I(c)(3) status revocation occurs.
Alternatively, should the non-profit status of Lessee be revoked, Lessor, at its
discretion, may terminate this agreement immediately.
3.2. Rate Adjustments.
3.3.1. Consumer Price Index Adjustments.
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Ground and Building Lease Agreement
Fort Worth Meacham International Airport
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The rental rates under this Lease are based on Lessor's current published
Schedule of Rates and Charges. Rental rates are subject to increase
beginning October 1, 2023, and on October lst of any subsequent year
during the Initial Term and any Renewal Term, to reflect any upward change
in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area,
as announced by the United States Department of Labor or successor agency
(i) for the first increase, since the Effective Date of this Lease and (ii) for
each subsequent increase, since the effective date of the last increase (the
"Annual Rent Adjustment"); provided, however, that Lessee's rental rates
shall not exceed the then -current rates prescribed by Lessor's published
Schedule of Rates and Charges.
3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal business hours by the due date at the
location for Lessor's Aviation Depattinent set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment after the tenth (loth) day
of the month for which payment is due. Without limiting Lessor's termination
rights as provided by this Lease, Lessor will assess a late penalty charge of ten
percent (10%) per month on the entire balance of any overdue rent that Lessee may
accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on or to the Premises (collectively,
"Improvements") so long as it first submits all plans, specifications and estimates
for the costs of the proposed work in writing and also requests and receives in
writing approval from the Director of Aviation or authorized representative
("Director"). For clarity's sake, Improvements will not include general
maintenance items that need to be repaired or replaced and are identified in more
detail within section 8 herein. Lessor agrees to respond in writing to Lessee's
requests for approval within thirty (30) calendar days of receipt of such requests.
Lessee covenants and agrees that it shall fully comply with all provisions of this
Section 4 in the undertaking of any such Improvements. Lessor shall take full title
to any Improvements on the Premises upon the expiration or earlier termination of
this Lease, provided that trade fixtures shall remain the property of Lessee and may
be removed so long as Lessee repairs any damage caused thereby. No work that
would include adding square footage to the Premises will be considered
"Improvements" for the purposes of this provision. Such work that would change
the definition of the Premises would require an amendment to this Lease.
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Fort Worth Meacham International Airport
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4.2. Process for Approval of Plans.
Lessee's plans for Improvements shall conform to the Airport's architectural
standards and must also receive written approval from the City's Departments of
Planning and Development and Transportation and Public Works. All plans,
specifications and work shall conform to all federal, state and local laws,
ordinances, rules and regulations in force at the time that the plans are presented for
review.
4.3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Improvement, including, at a minimum, as -built drawings of each project.
As -built drawings shall be new drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in computer
format as requested by Lessor.
4.4. Bonds Required of Lessee.
Prior to the commencement of any Mandatory Improvement or Improvement,
Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance
with Texas Government Code, Chapter 2253, as amended, in the full amount of
each construction contract or project. The bond shall guarantee (i) satisfactory
compliance by Lessee with all applicable requirements, terms and conditions of this
Lease, including, but not limited to, the satisfactory completion of the respective
Improvements, and (ii) full payments to all persons, firms, corporations or other
entities with whom Lessee has a direct relationship for the construction of such
Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas -Fort Worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the
respective Improvements, or if claims are filed by third parties on grounds relating
to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit and apply the proceeds to complete
the Improvements or satisfy the claims, provided that any balance shall be remitted
to Lessee.
4.5. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Mandatory or Discretionary Improvement,
Lessee's respective prime contractor shall execute and deliver to Lessee surety
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Ground and Building Lease Agreement
Fort Worth Meacham International Airport
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performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, in the amount of the respective contract price to cover
the costs of all work performed under such contractor's contract for such
Improvements. Lessee's prime contractor shall also furnish a maintenance bond in
an amount equal to the contract price as security to protect Lessor against any
defects in any portion of the improvements. The maintenance bond shall remain in
effect for two (2) years after the date of final acceptance of the improvement by the
Lessor. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Improvements. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used in
the performance of the construction contract. Such bonds shall name both Lessor
and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5.
shall apply.
4.6. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed
construction work or (ii), where Lessee uses a contractor, receipt of the contractor's
invoice and verification that the contractor has completed its work and released
Lessee to the extent of Lessee's payment for such work, including bills paid,
affidavits and waivers of liens.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation museum -related purposes only
and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the
right to sublease portions of the Premises, including the entire hangar, to various non-profit
third parties for aviation museum -related purposes only ("Sublessees") under terms and
conditions acceptable to and determined by Lessor, All written agreements executed by
Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that
(i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the
terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or
other aviation or aviation -related purposes acceptable to Lessor; and (iv) treat users of the
same or substantially similar facilities in a fair and non-discriminatory manner. Lessee
shall use a standard lease form for all Sublessees and shall submit a copy of such standard
lease form, including rental rates ,without regard to lease terms, to the Director prior to
Lessee's execution of its first lease and from time to time thereafter following any material
changes to such lease form, including, without limitation, any changes to Lessee's rental
rates for portions of the Premises. Lessee may make non -material modifications to its
standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances.
6. REPORTS, AUDITS AND RECORDKEEPING.
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Fort Worth Meacham International Airport
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Lessor reserves the right to require Lessee to_provide Lessor with a written annual report, in
a form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the
Premises in the immediately preceding calendar year. If required, such written annual
report shall be provided to Lessor within thirty (30) days following the end of the preceding
calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a
more frequent basis that reflect Lessee's rental rates for the period requested by Lessor.
These reports shall be delivered to Lessor's Department of Aviation at the address provided
in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to
Lessee's operations at the Airport and other obligations hereunder in accordance with
Lessee's current basis of accounting or, if Lessee changes such basis, in a manner
satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth.
Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal
Auditor if it is in compliance with industry standards or generally accepted accounting
principles. Upon Lessor's request and following reasonable advance notice, Lessee will
make such books and records available for review by Lessor during Lessee's normal
business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the
Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrically -
operated equipment which may be used on the Premises shall fully comply with Lessor's
Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may
hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear excepted. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement,
grass and weed management on the Premises. Additionally, Lessee will be
responsible for, at Lessee's sole cost and expense, providing grass and weed
management, to the specifications as set forth in the Lessor's Minimum Standards,
for the designated utility corridor located directly in front of and adjacent to the
Premises, as more specifically identified in the attached Exhibit "A-1". Lessee shall
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Ground and Building Lease Agreement
Fort Worth Meacham International Airport
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be responsible for all damages caused by Lessee, its agents, servants, employees,
contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or
otherwise cure all such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered
by Lessee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise,
gas or odors, or from causes of any other matter.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the
Airport shall comply with all ADA requirements.
8.3. Inspections.
OV-10 Bronco Assoc
Ground and Building
Fort Worth Meacham
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee at least four (4) hours' notice
prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will
reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee's next monthly rent payment following completion
of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
iation dba Fort Worth Aviation Museum
Lease Agreement
International Airport
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Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth Fire Code and Building Code provisions
regarding fire safety, as such provisions exist or may hereafter be amended. Lessee
shall maintain in proper condition accessible fire extinguishers of a number and type
approved by the Fire Marshal or his or her authorized agents for the particular
hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon
any representation made by Lessor concerning the environmental condition of the
Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT
SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED
BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the hangar or Premises related to Lessee's business
operations. Such signs, however, must be in keeping with the size, color, location and
manner of display of other signs at the Airport. Lessee shall maintain all such signs in a
safe, neat, sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building or
other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or future
avigational or navigational aids used at the Airport.
10.2. Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements.
10.3. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government, which relates to the operation or
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maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended, at Lessee's option, for a period equal to the duration of such Limitation.
If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4. During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days, this Lease shall
continue in full force and effect. If the Limitation lasts more than seven (7) calendar
days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written
notice to Lessor.
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Ground and Building Lease Agreement
Fort Worth Meacham International Airport
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10.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances.
10.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights -of -way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
electric, gas, water, sewer, communication or other utility companies. Lessee's
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly -owned property for the provision of
utility services.
10.7. Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
access during the construction phase of airport improvements, unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state, federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use, occupancy, maintenance, existence or
location of the Premises. Lessee shall obtain the required insurance specified to be
maintained by a commercial tenant in accordance with Exhibit "C", the "City of Fort
Worth Aviation Insurance Requirements" attached hereto and made part of this Lease for all
purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.1. Adiustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
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Ground and Building Lease Agreement
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11.2 Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as more particularly set forth in Exhibit "C", which is
attached hereto and incorporated herein for all purposes.
11.3 As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30)
days prior to the expiration of any insurance policy required hereunder, it shall
provide Lessor with a new or renewal certificate of insurance. In addition, Lessee
shall, at Lessor's request, provide Lessor with evidence that it has maintained such
coverage in full force and effect.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW,
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
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Ground and Building Lease Agreement
Fort Worth Meacham International Airport
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PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITH ANYAND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1. Failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following receipt of such written
notice to cure, adjust or correct the problem to the standard existing prior to the
breach. If Lessee fails to cure the breach or default within such time period, Lessor
shall have the right to terminate this Lease immediately, unless such breach or
default is not susceptible to cure within thirty (30) calendar days, in which event
Lessee shall have such additional time to effect a cure as determined by Lessor.
14.3. Abandonment or Non -Use of the Premises.
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 12 of 25
Lessee's abandonment or non-use of the Premises for any reason for more than
thirty (30) consecutive calendar days shall constitute grounds for immediate
termination of this Lease by Lessor, unless such non-use is caused by Force
Majeure, as set forth in Section 27 below.
14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery,
equipment, materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of
any kind against Lessor, its agents, servants, employees or representatives, which
may stem from Lessor's termination of this Lease or any act incident to Lessor's
assertion of its right to terminate or Lessor's exercise of any rights granted
hereunder.
15. RIGHT OF FIRST REFUSAL FOR ADJACENT LOT TO LEASED PREMISES
Due to the nature of Lessee's use of the Leased Premises and the location of the Leased
Premises on the outskirts of the Airport, Lessor and Lessee have agreed that throughout the
first five years of this Lease only, Lessee shall have a right of first refusal to lease the
adjacent parcel to the Leased Premises, totaling 187,716 square feet of ground space
("Adjacent Parcel") under the terms and conditions herein ("Right"), as shown on Exhibit
A-1. In consideration for such Right, Lessee shall pay Lessor one cent ($0.01) per square
foot of the Adjacent Parcel, that amount being $1,877.16 annually, paid in monthly
installments of $156.43. Such amounts will not be subject to CPI increases throughout the 5
year period in which the Right is in effect.
The Right will be subject to the conditions herein. In the event that an interested party
presents a Letter of Intent in Adjacent Parcel, Lessee shall be provided notice by Lessor, in
writing, of such interest and Lessee will have thirty (30) business days to notify Lessor, in
writing, of its intent to execute a separate lease for Adjacent Parcel. After expressing its
written intent to exercise the Right, Lessee shall have 60 days to enter into a lease for the
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 13 of 25
use of Adjacent Parcel with Lessor ("Proposed Lease"). The Proposed Lease will require
mandatory improvements to be agreed upon by the parties at the time of execution, with
such mandatory improvements to begin within the normal timeframes laid out in the
Lessor's Leasing Policy. If (i) five years from the Effective Date under this Lease lapses; (ii)
a letter of intent was provided by an interested party and the Lessee does not provide written
notification within the time specified above of its intent to enter into a lease for Adjacent
Parcel after Lessor's notice; or (iii) the Lessee indicates, in writing, that they have no
interest to execute the Proposed Lease after notice by Lessor of an interested third party in
Adjacent Parcel, then this Right will lapse and be of no force and effect for the remainder of
this Lease.
16. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered (i) when hand -delivered to the other party at such addresses listed
below, or at such other addresses as the receiving party designates by proper notice to the
sending party, or (ii) three (3) days after being deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR: To LESSEE:
City of Fort Worth
Aviation Department
201 American Concourse, Suite 330
Fort Worth, TX 76106
17. ASSIGNMENT AND SUBLETTING.
17.1. In General.
OV-10 Bronco Association
ATTN: Jim Hodgson
PO Box 16166
Fort Worth, Texas 76161-1966
817-291-6101 / txavi8tor@gmail.com
Lessee shall have the right to sublease portions or all of the Premises as provided by
and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign,
sell, convey, sublease or transfer the entirety of its rights, privileges, duties or
interests granted by this Lease without the advance written consent of Lessor.
17.2. Conditions of Approved Assignments and Subleases.
As provided for in Section 5, if Lessor consents to any assignment or sublease, all
terms, covenants and agreements set forth in this Lease shall apply to the assignee or
sublessee, and such assignee or sublessee shall be bound by the terms and
conditions of this Lease the same as if it had originally executed this Lease. The
failure or refusal of Lessor to approve a requested assignment or sublease shall not
relieve Lessee of its obligations hereunder, including payment of rentals, fees and
charges.
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Tease Agreement
Fort Worth Meacham International Airport
Page 14 of 25
18. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in
effect following termination of this Lease and until such a time as the lien is discharged.
19. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
20. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations, and minimum standards of Lessor; all rules and regulations and minimum
standards established by the Director; and all rules and regulations and minimum standards
adopted by the City Council pertaining to the conduct required at airports owned and
operated by the City, as such laws, ordinances, rules and regulations, and minimum
standards exist or may hereafter be amended or adopted. If Lessor notifies Lessee in
accordance with Section 15 above of any violation of such laws, ordinances, rules or
regulations, Lessee shall immediately desist from and correct the violation.
20.1 Compliance with Minimum Standards and Schedule of Rates and Charges:
Lessee hereby agrees to comply at all times with the City's Minimum Standards, as
may be adopted by the City Council from time to time. Lessee shall be bound by
any charges adopted in the City's Schedule of Rates and Charges, as maybe adopted
by the City Council from time to time.
21. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 15 of 25
basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation, transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
22. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
23. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
24. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
25. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in
accordance with the laws of the State of Texas.
26. ATTORNEYS' FEES.
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building T ease Agreement
Fort Worth Meacham International Airport
Page 16 of 25
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.
27. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
28. FORCE MAJEURE.
Lessor and Lessee will exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but will not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to, compliance with any government law, ordinance, or
regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters;
wars; riots; epidemics or pandemics; government action or inaction; orders of government;
material or labor restrictions by any governmental authority; transportation problems;
restraints or prohibitions by any court, board, depaitiiient, commission, or agency of the
United States or of any States; civil disturbances; other national or regional emergencies; or
any other similar cause not enumerated herein but which is beyond the reasonable control of
the Party whose performance is affected (collectively, "Force Majeure Event"). The
performance of any such obligation is suspended during the period of, and only to the extent
of, such prevention or hindrance, provided the affected Party provides notice of the Force
Majeure Event, and an explanation as to how it prevents or hinders the Parry's performance,
as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the Lessor in its sole discretion. The
notice required by this section must be addressed and delivered in accordance with this
Lease.
29. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage or
personal damage, injury or death, Lessee hereby expressly waives its rights to plead
defensively any such immunity or exemption as against Lessor.
30. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. Each
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building J Pase Agreement
Fort Worth Meacham International Airport
Page 17 of 25
party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
31. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
32. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE.
Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Lease, Lessee certifies that
Lessee's signature provides written verification to the City that Lessee: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Lease.
33. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
[Signature Pages Follow]
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 18 of 25
IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples on
this the 17th day of April , 2023.
CITY OF FORT WORTH:
8�G
By: Dana Burghdoff (A 13, 20 13 CDT)
Dana Burghdoff
Assistant City Manager
Date: Apr 13, 2023
STATE OF TEXAS
COUNTY OF TARRANT §
RF
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Dana Burghdoff, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
, 2023. Apr 13, 2023
SELENA ALA
Notary Public
STATE OF TEXAS
Notary I.D. 132422528
My Comm. Exp. Mar. 31, 2024
APPROVED AS TO FORM
AND LEGALITY:
By:
Thomas Royce Hansen,
Assistant City Attorney
M&C: 23-0262
Date: 04/ 11 /2023
1295 Certificate Number: 2023-983491
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 19 of 25
Selena Ala (Apr 13, 2023 17:13 CDT)
Notary Public in and for the State of Texas
ATTEST:
A
By:
Jannette S. Goodall
City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
day
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.
Barbara Goodwin
Real Property Manager
LESSEE:
OV-10 BRONCO ASSOCIATION, INC.,
d/b/a FORT WORTH AVIATION MUSEUM
By:
Hodgson
Chairman
Date:
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Jim Hodgson, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of OV-
10 BRONCO ASSOCIATION, INC., d/b/a FORT WORTH AVIATION MUSEUM and that
s/he executed the same as the act of OV-10 BRONCO ASSOCIATION, INC., d/b/a FORT
WORTH AVIATION MUSEUM for the purposes and consideration therein expressed and in the
capacity therein stated.
UNDER MY HAND AND SEAL OF OFFICE this
, 2023.
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 20 of 25
/6 day
Notary Public in and for the State of Texas
EXHIBIT A
LOCATION MAP
Creek Nursing
&Rehabl nation
Flying,Museum
N1,1611i51r
g,Kve11.0W Lang,Ave
i e Knkpatrirk .9 Z.
Middle School
1* 1.-Lee A!_. it t.
- ? JBaptis hurch
El menta ,
11 1113,1711
American
rro
Rryecyciing 1♦a
f
S1permer ado
Acapulco
Leased Premises
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 21 of 25
EXHIBIT A-1
ti�
.1 `
•'� I
,�:
r-
4 '
t,
Right of First Refusal
Potential Property Expansion
Potential Property Expansion Area
Included in Right of First Refusal
169,716 square feet
34th Street
Included in Right of First Refusal
18,000 square feet
Leased Premises
179, 282 +/- square feet
5
i
187,716
Total SF
Orf tlehATtONAL M OI(
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 22 of 25
FORT WORTH
\1't,11 ION
Commercial
Property
Category Insurance
General
Liability
Fixed Base Operators (FBO's) Yes $5,000,000
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance
Operator -Piston
Aircraft Maintenance Operator and
Avionics or Instrument Maintenance
Operator -Turbine
Avionics or Instrument Maintenance
Operator (Bench work Only)
Aircraft Rental or Flight Training
Operator
Aircraft Charter or Aircraft
Management Operator
(Aircraft Sales Operator
Aircraft Storage Operator
'5 $1,000,000
•5 $5,000,000
•5 $1,000,000
$1,000,000
$1,000,000
5 $1,000,0007
.5
'5
'5
'5
Hangarkeepers
Liability'
EXHIBIT C -MINIMUM INSURANCE REQUIREMENTS
Environmental Automobile Liability (To
Impairment Aircraft and Passenger Include Hired & Non -owned
Liability Liability Vehiclees) 6
$5,000,000 $1,000,000 $ 1,000,000
$1,000,000
'5 $1,000,000 $1,000,000
'5 $5,000,000 3 $5,000,000 3
Aviation Service Sole Proprietor '5 $1,000,000 z
(Other Commercial Aeronautical
Activities
!Temporary Specialized Aviation
Service Operator
Non -Commercial Hangar Lessee
!Non -Commercial Flying Club '5
(Non -Commercial Self -Fueling
Permitee (Jet Fuel and/or Avoas)
Non -Commercial Self -Fueling
Pemiitee
(Alternative Fuels e.q. moos)
Box Hangar, T-Hangar, Community
Hangar
!Other
Additional Insurance Requirements
•Lessee's policies are to be primary to any other valid and collectible insurance available to the City
•AII policies shall include a Waiver of Subrogation in favor of the City (Temporary SASO must also include Airport Lessee)
•The City of Fort Worth shall be named as Additional Insured (Temporary SASO must also Include Airport Lessee)
•Policies shall have no exclusions by endorsement, which , neither nullify or amend the required lines of coverage, nor decrease the limits of said coverage
$1,000,000
$1,000,000
'5 $1,000,000 7
$1,000,000 7
$1,000,000 $
$1,000,000 $
$1,000,000/occurrence
$100,000/passenger
$5,000,000/occurrence
$500,000/passenger
$1,000,000/occurrence
$100,000/passenger
$1,000, 000/occurrence
$100,000/passenger''
$
$
$
$
1,000.000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
$ 1,000,000
$ 250,000
$300,000/occurrence $
$300,000/occurrence $
$
$300,000/occurrence
$1,000,000/occurrence
$100,000/passenger
$1,000,000 $300,000/occurrence $
$500.000 $300,000/occurrence $
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
250,000
,5 $1,000,000
.5 $1,000,000
7
'5 S1,000,000
$300,000/occurrence $ 250,000
'Insurance requirements subject to determination by Aviation Department and Risk Management.
' Coverage per aircraft should be equivalent to the average aircraft value at one time and coverage per occurrence should be equivalent to the average of the
maximum value of total aircraft at one time, but not less than the amount noted above
2 Must include Negligent Instruction Coverage
3 If aircraft storage operator is providing subleasing space for aircraft storage
' Only required for those providing flight instruction
5 Depends on temps of the lease agreement
6 If vehicle parked landside - State minimums would apply
7 Coverage may be provided by endorsement
Aviation Minimum Standards, City of Fort Worth Aviation Department (06/03/2014)
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 23 of 25
PROPERTY INSURANCE
DEFINITIONS:
Coverage for the Building includes (but is not limited to) the building and structures, completed additions to covered
buildings, outdoor fixtures, permanently installed fixtures, machinery and equipment. The building material used to
maintain and service the insured's premises is also insured. Business Personal Property owned by the insured and
used in the insured's business is covered for direct loss or damage. The coverage includes (but is not limited to)
furniture and fixtures, stock, improvements and betterments, leased property for which you have a contractual
obligation to insure and several other similar business property items when not specifically excluded from coverage.
The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while
in the insured's care, custody and control.
Business Income (sometimes called Business Interruption) affords protection against the loss of earnings of a
business during the time required to rebuild or repair covered property damaged or destroyed by fire or some other
insured cause of loss.
Extra Expense allows coverage for those additional expenses over and above normal operating expenses paid due
to damage to covered property from a covered cause of loss. These expenses could include rent, utilities, moving
expenses, telephone, advertising and labor.
This coverage protects the insured for bodily injury or property damage to the third parties, for which they are legally
liable. The policy covers accidents occurring on the premises or away from the premises. Coverage is provided for
injury or damages arising out of goods or products made or sold by the named insured. Coverage is afforded for
the named insured and employees of the named insured; however, several individuals and organizations other than
the named insured may be covered depending upon certain circumstances specified in the policy. In addition to the
limits, the policy provides supplemental payments for attorney fees, court costs and other expenses associated with
a claim or the defense of a liability suit.
Coverage A - Bodily Injury and Property Damage Liability
COMMERCIAL GENERAL Bodily Injury means physical injury, sickness or disease, including death. Property Damage means physical injury
LIABILITY to tangible property, including the resulting loss of use of that property.
HANGARICEEPERS
LIABILITY
ENVIROMENTAL
IMPIRMENT LIABILITY
AIRCRAFT AND
PASSENGER LIABILITY
AUTOMOBILE LIABILIT
(TO INCLUDE HIRED &
NON -OWNED VEHICLES
WAIVER OF
SUBROGATION
Coverage B - Personal Injury and Advertising Injury Liability
Personal Injury means false arrest, malicious prosecution, wrongful entry or eviction, libel, slander and violations of
a person's right of privacy. Advertising Injury means libel, slander, disparagement, violations of a person's right of
privacy, misappropriation and copyright infringement.
Coverage C - Medical Payments
Medical Payments means medical expenses for bodily injury caused by an accident.
Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the
aircraft is in the care, custody or control of the insured for safekeeping, storage, service or repair. Coverage
extends to liability claims involving an aircraft's loss of use.
Insures the pollution exposure associated with the insured's property and operations, Including costs of cleanup and
remedial or corrective action due to a third -party demand or a government order. The Pollution exclusion in general
liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs
arising from most types of pollution events. Because of this, customized protection for the pollution exposure of
numerous insureds in this category is essential.
Coverage geared specifically to the operation of aircraft and the risks involved in aviation. Aviation insurance
policies are distinctly different from those for other areas of transportation and tend to incorporate aviation
terminology, as well as terminology, limits and clauses specific to aviation insurance. Passenger liability protects
passengers riding in the accident aircraft who are injured or killed. In many countries this coverage is mandatory
only for commercial or large aircraft. Coverage is often sold on a "per -seat" basis, with a specified limit for each
passenger seat.
The liability coverage of the Business Auto Policy provides protection against legal liability arising out of the
y ownership, maintenance or use of any insured automobile. The insuring agreement agrees to pay for bodily injury
or property damage for which the insured is legally responsible because of an automobile accident. The policy also
states that, in addition to the payment of damages, the insurer also agrees to defend the insured for all legal
1 defense cost. The defense is in addition to the policy limits.
An agreement between two parties in which one party agrees to waive subrogation rights against another in the
event of a loss. The intent is to prevent one party's insurer from pursuing subrogation against the other party.
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building J Pase Agreement
Fort Worth Meacham International Airport
Page 24 of 25
MAYOR AND COUNCIL COMMUNICATIONS
OV-10 Bronco Association dba Fort Worth Aviation Museum
Ground and Building Lease Agreement
Fort Worth Meacham International Airport
Page 25 of 25
M&C Review Page 1 of 2
A CITY COUNCIL AGEND
Create New From This M&C
DATE: 4/11/2023 REFERENCE **M&C 23-
NO.: 0262
LOG NAME:
CODE: C TYPE: CONSENT PUBLIC
SUBJECT:
HEARING:
(CD 2 / Future CD 2) Authorize Execution of a Ground and Building Lease Agreement
with OV-10 Bronco Association, Inc. d/b/a Fort Worth Aviation Museum, for Lease Site
35S at Fort Worth Meacham International Airport
Official site of the City of Fort Worth, Texas
FORT WORTH
55FTW OV-10 BRONCO
ASSOC. NEW LEASE
AGRMNT, LEASE SITE 35S
NO
RECOMMENDATION:
It is recommended that the City Council authorize execution of a ground and building lease
agreement with OV-10 Bronco Association, Inc. d/b/a Fort Worth Aviation Museum, for lease site 35S
at Fort Worth Meacham International Airport.
DISCUSSION:
On April 11, 2013, City of Fort Worth (Lessor) and OV-10 Bronco Association, Inc. (Lessee) entered
into City Secretary Number (CSC) No. 44364, a new ground and building lease (Original Lease) for
Lease Site 35S, consisting of 179,536 square feet of ground space (Ground), which includes 3,925
square feet of storage space and 3,157 square feet of office space (Building) at Fort Worth Meacham
International Airport (Airport). The initial term of the Original Lease expired on April 9, 2018.
On April 13, 2018, Lessor and Lessee, exercising the option to renew as provided for in the Original
Lease, entered into CSC No. 44364-R1 to renew and extend the first and final renewal term of five
years. The final renewal period is to expire on April 9, 2023.
The Aviation Department has now received a request from Lessee to enter into a new ground and
building lease agreement (Lease) with the lease term to expire April 9, 2038 with two (2) options to
renew for an additional five (5) years each. As a result of the most recent land survey, the leased
premises in the proposed Lease is approximately 179,282 square feet (Ground), which includes 3,925
square feet of storage space and 3,157 square feet of office space (Building).
Due to expansion plans for the museum and in effort to obtain funding future museum expansion and
improvements, Lessee has also requested a Right of First Refusal on property adjacent to the existing
leased premises. The property identified in the agreement for the Right of First Refusal will include
169,716 square feet of vacant land and an additional 18,000 square feet of ground space currently
platted as a portion of 34th Street to be abandoned upon replat (Additional Property) which is adjacent
to the leased premises under the proposed new Lease. The Right of First Refusal will expire after five
(5) years from the effective date of the Lease if the Lessee does not exercise its option. If at any time
during the five-year term the Lessee exercises its option to lease the Additional Property, Lessor and
Lessee will negotiate an amendment to the Lease with deadlines for mandatory improvements. If
during the five-year term, the City receives a bona fide offer from a third -party to lease the Additional
Property, the Lessee will have thirty (30) days to exercise its option to enter into a lease amendment
to lease the Additional Property or release its Right of First Refusal. Staff is in favor of this request
and feels this partnership will be beneficial for both the Airport and OV-10 Bronco Association in
preserving and promoting the history of aviation in Fort Worth and the North Texas region.
The Lessee covenants and agrees that it will maintain its certification as a non-profit organization,
pursuant to 26 U.S.C. 501 (c)(3). As long as the 501 (c)(3) status is maintained, the ground rate, as
per the current Schedule of Rates and Charges of $0.47 per square foot, will be assessed at a
reduced rate of $0.0375 per square foot for a total of $6,737.36 annually, paid in monthly installments
http://apps.cfwnet.org/council packet/mc review.asp?ID=30889&councildate=4/11/2023 4/13/2023
M&C Review Page 2 of 2
of $561.45 in accordance with the Aviation Department's Leasing Policy regarding non -profits.
Additionally, the Right of First Refusal will be assessed at a rate of $.01 per square foot for a total of
$1,877.16 annually, paid in monthly installments of $156.43. The total annual revenue received from
the proposed lease will be approximately $8,614.52, paid in monthly installments of $717.88. Rental
rates shall be subject to an increase on October 1st of any given year, based on the upward
percentage change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan area. At no
time, however, will the adjusted rate exceed that which is in the Schedule of Rates and Charges in
effect at that time.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2/FUTURE COUNCIL
DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
7Fund Department Account ' Project
1 ID ID
FROM
Fund
Department
ID
Program
Activity Budget
Year
Account Project Program Activity
ID
Budget
Year
Submitted for City Manager's Office by: Dana Burghdoff (8018)
Originating Department Head: Roger Venables (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295 23.0df (CFW Internal)
Location Map 2023.pdf (Public)
Location Map ROFR.pdf (Public)
Reference # Amount
(Chartfield 2)
Reference #
(Chartfield 2)
Amount
http://apps.cfwnet.org/council packet/mc review.asp?ID=30889&councildate=4/11/2023 4/13/2023