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HomeMy WebLinkAboutContract 61134CITY SECRETARY CONTRACT NO. FORT WORTH MEACHAM INTERNATIONAL AIRPORT HANGAR AND GROUND LEASE AGREEMENT LEASE SITE 21S This HANGAR AND GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Valerie Washington, its duly authorized Assistant City Manager, and TACTICAL AVIATION SERVICES, LLC. ("Lessee"), acting by and through THOMAS TREJO, its duly authorized Manager. RECITALS: WHEREAS, on or about February 21, 1984, Cook's Oil Company entered into City Secretary Contract ("CSC") No. 13621, ("Previous Lease"), an unimproved ground lease agreement with mandatory improvements consisting of a 2,500 square foot hangar to be constructed on 3,000 square feet of ground space with a twenty-five (25) year lease term; WHEREAS, on September 6, 1988, City Council authorized a Consent to Assignment of the Previous Lease to Joe W. Gillespie through J343802; WHEREAS, on May 16, 2000, City Council authorized a Consent to Assignment of the Previous Lease to J.W. & D.J. First Family Limited Partnership ("Previous Lessee") through CSC No. 26486; WHEREAS, on July 31, 2008, the Lessor and Previous Lessee entered into CSC No. 37382, a renewal of the ground lease agreement for Lease Site 21 S ("Lease"). In consideration for investments in the improvements made to the property, the lease term was extended an additional fifteen (15) years, for a total of forty (40) years, which expires on February 29, 2024; WHEREAS, on September 10, 2021, Lessor and Previous Lessee entered into CSC No. 37382-CAI assigning all its rights and interests in the Lease to Tactical Aviation Services, LLC ("Current Lessee"); WHEREAS, an appraisal performed by a third -party appraisal measured the hangar as 3,783 square feet, which includes a finished second story; WHEREAS, due to the fact that the Previous Lease contains no further options to renew, both the Current Lessee and Lessor have agreed to enter into a New Hangar and Ground Tactical Aviation Services, LLC Hangar 21 S UFFICIAfL RECORD Hangar and Ground Lease Agreement CITY SECRETARY Fort Worth Meacham Airport Page 1 of23 FT. WORTH, TX Lease Agreement that will commence on March 1, 2024, the day after the Previous Lease expires. AGREEMENT: In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 3,000 square feet of ground space, with a 3,783 square foot hangar constructed, at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 21 S, also known as 4009 Falcon Way W., ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The Initial Term of this Lease shall commence at 12:00 a.m. on March 1, 2024 ("Effective Date") and expire at 11:59 p.m. on February 28, 2029, unless terminated earlier as provided herein. 2.2 Renewal Term. If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the Initial Term of this Lease, Lessee shall have one (1) consecutive options to renew this Lease each option for an additional successive term of five (5) years ("Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall provide a written notice to Lessor of its intent to exercise a respective option, such notice to be provided no fewer than ninety (90) days and no more than one hundred eighty (180) days preceding the expiration of the then -current term. If Lessee does not exercise its option for a first Renewal Term within the time frame provided herein, Lessee shall automatically and simultaneously forfeit its second option to lease the Premises for a second Renewal Term, and Lessee shall no longer have any rights or interest in the Premises following 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 Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 2 of 23 of the Holdover. The hangar rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third parry vendor that has been approved and secured by Lessor. A ten percent (10%) increase will be added to the Fair Market Value rate until a new lease agreement is approved and executed. The holdover period will not exceed six (6) months from the time the current lease agreement expires. Upon the expiration of the holdover period, the City may exercise all legal rights and remedies available, including but not limited to eviction. 3. Rates and Adjustments 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, 2024, and on October 1st of any subsequent year during the Initial Term, to reflect any upward change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency (i) for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase; provided, however, that Lessee's rental rates shall not exceed the then -current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.1.1 Hangar Rate Lessee shall commence the payment of rent for the Hangar on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Hangar, Fifteen Thousand Eight Hundred Eighty -Eight Dollars and 60/100 ($15,888.60), at a rate of Four Dollars and 20/100 ($4.20) per square foot, payable in equal monthly installments of One Thousand Three Hundred Twenty -Four Dollars and 051100 ($1,324.05). 3.1.2 Ground Rate Lessee shall commence the payment of rent for the Ground Space on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground Space, One Thousand Four Hundred Ten Dollars and 00/100 ($1,410.00), at a rate of Forty -Seven cents ($0.47) per square foot, payable in equal monthly installments of One Hundred Seventeen Dollars and 501100 ($117.50). 3.2. Five -Year Adjustments In addition to the Annual Rent Adjustments, on October 1, 2029, and every fifth (5th) year thereafter for the remainder of the Initial Term rent shall automatically be adjusted to equal the then -current rates prescribed by the Schedule of Rates and Tactical Aviation Services, LLC Hangar 21S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 3 of 23 Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. 3.3. Ten -Year Adiustments If near the end of the ten (10) year term, (provided the Renewal Term is exercised), a new lease is requested by the Lessee, City will have an appraisal performed by a qualified third -party appraiser to establish the Hangar Rate to equal the then Fair Market Value, for this type of property at airports similar to the type or types of property that comprise the Premises. 3.4 Pavment Dates and Late Fees. Monthly rent payments are due on or before the first (1 st) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment by close of business the tenth (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 Mandatory Improvements Lessee may not initiate any improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of same to Lessor in writing, and also requests and receives in writing approval from Lessor's Director of Airport Systems or authorized representative ("Director"). The improvements approved shall be referred to as "Mandatory Improvements", and would be added as a separate amendment to this Agreement if they are approved by Lessor at that time. 4.2 Discretionary Improvements. Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on any tract of the Premises. Lessee may not initiate any Discretionary Improvements on or to the Premises unless it first submits all plans, specifications and estimates for the costs of same to Lessor in writing, and also requests and receives in writing approval from Lessor's Director of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the construction of any such Discretionary Improvements. Lessor shall promptly review, consider and decide on approval of such plans, specifications and estimates. Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 4 of 23 Upon completion of any such Discretionary Improvements or the termination of this Lease, Lessor shall take full title to any Discretionary Improvements on the Premises. 4.3 Process for Approval of Plans. Lessee's plans for construction of the Discretionary Improvements shall conform to the Airport's architectural standards and must also be approved in writing by Lessor's Planning and Development Department. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. Lessor covenants and agrees that Lessor shall handle any and all such plans for construction and improvement in a manner consistent with the provisions of Section 4.2 above. 4.4 Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Discretionary Improvement, including, at a minimum, a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As -Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total cost/value of the Discretionary Improvements. 4.5 Bonds Required of Lessee. Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all applicable requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the construction of such Improvements. 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 Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport CN�.z Page 5 of 23 the Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee. 4.6 Bonds Required of Lessee's Contractors. Prior to the commencement of any Discretionary Improvement, each of Lessee's contractors shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract with Lessee. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Discretionary Improvement. The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by Lessor, and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.7 Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit to the extent of construction costs paid through that date upon (i) where Lessee serves as its own contractor, verification that Lessee has completed construction work, or (ii) where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid affidavits and final waivers of liens. Any unused amounts in the cash deposit account will be refunded to Lessee upon final completion of the construction work. 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation -related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises to various third parties ("Sublessees") for aviation -related purposes only under terms and conditions acceptable to and determined by Lessee, provided that all such arrangements shall be in writing and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation -related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a standard lease form for all Sublessees and shall submit a copy of such standard lease form to the Director prior to Lessee's execution of its first lease and from time to time thereafter following any Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 6 of 23 :ed material changes to such lease form. Lessee may make non -material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances without the prior written consent of Lessor. 6. REPORTS, AUDITS AND RECORDKEEPING. Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor with a written annual report, in a form acceptable to the Director that reflects Lessee's rental rates for the immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates on the Premises for the period requested by Lessor. These reports shall be delivered to Lessor's Department of Aviation at the address provided in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically - operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear expected. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its Tactical Aviation Services, LLC Hangar 21S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 7 of 23 agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations, which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 8.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2) hours' notice prior to any inspection. 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. Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 8 of 23 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the exterior of the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to Tactical Aviation Services, LLC Hangar 21S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 9 of 23 obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or maintenance of the Airport and is 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 Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 10 of 23 M300*11", such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.5 Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 10.6 Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights -of -way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by 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 "B", 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. Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 11 of 23 Insurance requirements, including additional types of coverage and increased limits on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 11.2. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as more particularly set forth in Exhibit "B", 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 GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 12 of 23 i DEFENSES PROVIDED BYLAW, HEREBYINDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS, INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS, AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANY 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 PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS A GENTS, SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PA Y LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to Pay Rent, Fees or Other Charles. 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. Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 13 of 23 If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately. 14.3. Abandonment or Non -Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor. 14.4. Lessee's Financial Oblivations to Lessor upon Termination, Breach or Default. If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand -delivered to the other party, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows: Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 14 of 23 To LESSOR: City of Fort Worth Aviation Department 201 American Concourse, Suite 330 Fort Worth, TX 76106 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. To LESSEE: Tactical Aviation Services, LLC Thomas Trejo 4001 N. Main Street Fort Worth, Texas 76106-2702 817-625-5700 / cornerstonefbo(iOutlook.com Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 15 of 23 Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee and its officers, agents, employees, contractors, subcontractors, licensees or invitees shall immediately desist from and correct the violation. 19.1 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 may be adopted by the City Council from time to time. 20. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs, of the Department of Transportation and with any amendments to these regulations which may hereafter be enacted. 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. Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 16 of 23 21. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each parry shall be responsible for its own attorneys' fees. 26. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE MAJEURE. Lessor and Lessee 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 Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 17 of 23 cl� 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, department, 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 Party'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. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. 30. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE. Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. 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. [Signature Pages Follow] Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 18 of 23 IN Wi T NESS WHEREIQQF, the parties hereto have executed this Agreement in multiples on this the day of A��U� 52024. v - CITY OF FORT WORTH: alerie Washington Assistant City Manager Date: � � (J 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 Valerie Washington, 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. GIV N UNDER MY HAND AND SEAL OF OFFICE this day 1 I {92024. ESHANDRA COX IDNotary 10 #125922064 My Commission Expires February 16, 2029 APPROVED AS TO FORM AND LEGALITY: By: 1 / ( "" A I heyli er y ato-Mensah, A st t ity Attorney M&C: Approval Date: Form 1295 Certificate #: 2024-1114354 Tactical Aviation Services, LLC Hangar21S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 19 of 23 A Notary Publ r FICIAI RECORD TY SECRETARY1: WORTH, TX Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration o ct, inc 11 performance and reporting requirements. e Barbara G�ollwm Real Property Manager LESSEE: ATTEST: TACTICAL AVIATION SERVICES LLC By: �_� By: Tho s Tre' anager Date: 10 o L Zl STATE OF TEXAS § COUNTY OF I G,cct-- § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared THOMAS TREJO, 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 TACTICAL AVIATION SERVICES LLC and that s/he executed the same as the act of TACTICAL AVIATION SERVICES LLC for the purposes and consideration therein expressed and, in the capacity, therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4Ri� day , 2024. U CASEY MARIAM GARCIA ELVIRA 0 Notary Public, State of Texas Comm. Expires 03-22-2027 Notary ID 134265846 Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 20 of 23 Notary1 is in and for the State of Texas EXHIBIT A LOCATION MAP - LEASE SITE 21 S Tactical Aviation Services, LL.0 Hangar 21 S Hangar and Ground tease Agreement Fort Worth Meacham Airport Page 21 of 23 SUBJECT EXHIBIT B FQ T, VIA - AU itit) \ EXHIBIT C -MINIMUM INSURANCE REQUIREMENTS Cry star Commercial, Ger�al 1 i L � V J HanpariteWers AirrraR and Passerper Atlotndfde Labday . To kxiude Hoed & Non -owned k Lability Lanky Liddy Lumity Vehiclees? Fined Base Operators (FSO's l Yes i5 000,000 S5,wo,ow S 1 i�0( Ow S 1, ?O.ODO ArcrA Man4nan4e Operator and Avxn+cs or msmwnent (Maintenance 31,ODO,000 StOOD,00o f 1,000.000 OgwV-Ptston Anra14 Maintenance Operator ano A"ics or kistrumerl k4antenance WOW.= SI.M,ODo f 1,O1XI'm Operator-Turbrie Avorucs or t+ntrurnent Maintenance s 31.ODO,000 f 1.00O,ODO Operator Mwoch work Onto Arcraft Rental or F6pht Trairrrnp i 1.000,000 f 11.000.00D/000urnence i 1 A00.000 Operator K S 1 OO.00Dlpassengw ArcraR Charter or Aw" ° f 1000.000 35,000,0001occurrence f 1,OOO.000 Maeagemem Operator d 5500.0001passerrper Arcr3ft Sams Operator S1,OOD,000 S1,OOO,OOOiacarrre nce i 1.00O,DD0 b _ -. 3100.00 -passenger * S1,O00,000 $1,000,000 Arcrah Storge Operator 'b f5,000,000 f5,000,000 s f 1.000.000 Avwaon SetvieeSob Ptoprieeor b i1,Q00,000' f 1.0oo,00wooc rrence S1o0.o0 oa serw, f 250.Do0 Other Commercial AeronauLcal S1.Om.000 5300.0001occurrenoe S 1.000.000 Actwt*s temporaySpecialzeoAvatton Seryme Operator 51.000.000 SM.O000oepmenoe f 1,000.ODO Nan-Cotrwrwc i Hagar Lessee s $300.00W=u rence f 1,000,000 N&- Comenerc,A R V Ckib $1,000,O(Doemor nce i 1,000.000 $100 ODO'passenger bean-Commemai Self -Fueling i 1,000.Ooo S1,OO).000 SM.0001occurmoe S 1.00D,300 Perrmee * $500.000 SW.aoo+ot cuatence S 250.ODo (Altematrue Fists ea. moaas: Sox Harper. T44aW, Common ty b f30D.000boc rrence f 250,000 Hangar Other 'Ins+rance requtemerds subject to determ allon by Aviation Depatinert and Risk Marwgemererd. Aadmoral hrsurance Regi,rements 4*s%*Ws pohmes am to be prrvwy W any a w raid and asliwclil:iie irt®naaroe anrailabie b the City ,AI policies shai irdude a Waiver of Subropalion in favor of Ow Clay (Temp lo" SASO must also rnckde Arport Latswee) -The Cky ofFort Warty shalt be naned as Addlonal kt3ved (Irwpwary SASO must also rndade Amd Lesww) 41obwas shal have no endue L vdria► , .wWm nuWyara mwW lye n mpmvd i , ri a krrft of sad eowape ' Carerape per aircraft shoLAd be equiwknt to the amrrage aroraft vaka at are tote and coverage per occurrence should be egnrwlelt tothe average d the num min value of total arcraR at arc tim but riot less than the amount rioted above 2 AAat rrdude Neoperrt Instruction Coverage f r artralt storage operator a provrdnp subiewaV space for aircraft storage • Only requred for those W_Nhg ftM inshuctim s Depends on terms of the lease apeernerk If veh de parked landside - State mi icmums would aooiv Aviation Minimun Standards. Crtyd Fort Worth Aviation Department (Ctt3.n'2014'i Tactical Aviation Services, LLC Hangar 2IS Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 22 of 23 ,PROPERTY INSURANCE DEFINITIONS: Coverage for the Building includes (but is not limited to) the building and stnm*"s. completed additions to covered budciNs. outdoor fixtures, permanently installed fixtures, machinery and equrgnwn* The building material used to maintain and service the nsired's premises is also insured. Business Personal Property owned by the insured and used in the instred's business is covered for direct loss or damage- The coverage includes (but is not united to) furniture and dbdrres. storm, improvements and betterments, leased property for which you have a contractual obligation to insure and several otter similar business property items when rout speciicaly excluded from coverage. The policy is also designed to protect the insured against loss or damage to the Personal Properly of 00mrs while in the insureds care, custody and cord. 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 add*xxuad expenses over and above normal operating expenses paid due to damage to covered property from a covered cause d loss. These expenses could include rent, unities, mowing expenses, telephone, advertising and labor. This coverage protects the issued for bodily iry ury or property damage to the third parties, for which they are legally table. The policy covers accidents oocu mil g on the premises or away from the prernt es. Coverage is provided for injury or damages arising out of goods or products made or sold by the named inured. Coverage is adfaded for the named insured and employees of the named insured: however. several individuals and organizations other then the named insured may be covered depending upon certain circumstances speddied in the policy. In addition to the Innis, the policy provides supplemental payments for attorney fees. court costs and other expenses associated wth a claim or the defense of a 6abiily suit. Coverage A- Bodily k*" and Property Dai mage Liabillity COMMERCIAL GENERAL Bodily Injury means physical iyury, sidcnrss or disease. including death. Property Damage means physical ilury I.I ABILM to tangible property, i cludig the resulting loss of use of that property. Coverage B - Personal "my and Advertising Injury Liability Personal kijury means false arrest, malicious prosecution, wrw+ghrl entry or eviction. libel, slander and violations of a persons right of pnvacy- Advertising "means libel. slander. disparagement, violations of a persons right of privacy. misappropriation and copyright infringemertt Coverage C - Medical Payments Medical Payments means medical expenses for boar injury caused by an accxkrtt Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the HAONGARKEEPERS aircraft is in the care, custody or control of the insured for safekeeping. storage, service or repair. Coverage LIABILITY extends to liability claims involving an arorairs lens of use. Insures the pollution exposure associated with the insureds property and operations. irsduding Costs of deanup and remedial or corrective action due to a third -party demand or a ,, . . order. The Pollution exclusion in general �1,1 IR031IE 7 >,L lab*ty itsuranoe effectively a urinates coverage for damages for bodily injuryproperty damage and cleanup costs IMPIRAIF.NT LIABILITY arising fran most types of pollubon everts. Because of this. customized protection for the pra\tion exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks involved in aviation. Avimon insurance policies are distinctly different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT AND terminology, as well as terminology. times and clauses specific to aviation seurance. Passenger iabitty protects PASSIENGER LIABILITY passengers riding in the accident aircraft who are injued or killed. In many countries this coverage is mandatory only for commercial or large aircraft Coverage is often sold on a "per -seal' basis. with a specxied limit fox each passenger seat The liability coverage of the Business Auto Policy provides protection against legal tabtity arising out of the aL"TOXIOBILE LIABILITY ownership• maintenance or use d any insured automobile. The inuring agreement agrees to pay for bodily injury (TO INCLUDE IRFD & or property damage for which the issued is legaly responsible because of an automobile accident. The policy also NON -OWNED 1`EHICLES) states that, in addtiort to the paymert of damages. the insurer also agrees to defend the insured for all legal defense cost The defense is in addition to the policy iitals. An agreement between tiro parties in which one party agrees to waive subrogaton rights against another in the SUBROGATION ER OF event of loss. The inert is to prevent one party's I surer from pursuing subrogation against the other party. LB Tactical Aviation Services, LLC Hangar 21 S Hangar and Ground Lease Agreement Fort Worth Meacham Airport Page 23 of 23 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create New From This M&C DATE: 2/27/2024 REFERENCE **M&C 24- LOG NAME: NO.: 0169 CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORT WORTII 4*1� 55FTW TACTICAL AVIATION SERVICES HGR AND GRND LEASE, SITE 21S ME SUBJECT: (CD 2) Authorize Execution of a New Hangar and Ground Lease Agreement for Approximately 3,000 Square Feet of Ground Space Including a 3,783 Square Foot Hangar Known as Lease Site 21 S with Tactical Aviation Services LLC at Fort Worth Meacham International Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a new hangar and ground lease agreement for approximately 3,000 square feet of ground space, including a 3,783 square foot hangar known as Lease Site 21 S with Tactical Aviation Services LLC at Fort Worth Meacham International Airport. DISCUSSION: On February 21, 1984, Cook's Oil Company entered into City Secretary Contract (CSC) No. 13621, (Previous Lease), an unimproved ground lease agreement with mandatory improvements consisting of a 2,500 square foot hangar to be constructed on 3,000 square feet of ground space with a twenty-five (25) year lease term. In September of 1988, City Council authorized a Consent to Assignment of the Previous Lease to Joe W. Gillespie and subsequently, upon City Council approval in May, 2000, Mr. Gillespie assigned the Lease to his family trust J.W. & D.J. First Family Limited Partnership (Previous Lessee) through CSC 26486. On July 31, 2008, the City and Previous Lessee entered into CSC No. 37382, a renewal of the ground lease agreement for Lease Site 21S (Lease). In consideration for investments in the improvements made to the property, the lease term was extended for an additional fifteen (15) years, for a total of forty (40) years, which expires on February 29, 2024. On September 10, 2021, the City and Previous Lessee entered into CSC No. 37382-CAl assigning all its rights and interests in the Lease to Tactical Aviation Services LLC (Current Lessee). The City and Current Lessee now wish to enter into a new hangar and ground lease agreement that will commence on March 1, 2024, for a five (5) year lease term with one (1) option to renew for five (5) years. In preparation of the February 29, 2024 expiration of the Lease, a third -party appraiser performed an appraisal on the property to establish current fair market value for the hangar. Upon taking measurements of the two-story hangar facility, the square footage was revised to 3,783 square feet. Annual Revenue generated from the hangar is approximately $15,888.60, paid in monthly installments of approximately $1,324.05. Annual Revenue from the ground space is approximately $1,410.00, paid in monthly installments of approximately $117.50. Rates are in accordance with the Aviation Department's current Schedule of Rates and Charges and the Aviation Department's Leasing Policy. All terms and conditions of the lease agreement will be in accordance with City of Fort Worth and Aviation Department policies. Rental rates shall be subject to an increase on October 1st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Five- http://apps.cfwnet.org/council_packet/mc_review.asp?ID=31876&councildate=2/27/2024 2/28/2024 M&C Review Page 2 of 2 year rate adjustments will be applied to the ground rate starting on October 1, 2029, and every fifth year thereafter. If near the end of the ten (10) year term, (provided the Renewal Term is exercised), a new lease is requested by the Lessee, City will have an appraisal performed by a qualified third -party appraiser to establish the Hangar Rate to equal the then fair market value, for this type of property at airports similar to the type or types of property that comprise the Premises. Fort Worth Meacham International Airport is located in 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 Fund Department Account Project Program Activity Budget Reference # Amount ID I ID I I Year (Chartfield 2) FROM I Fund Department Account Project Program I Activity I Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manaqer's Office bv: Valerie Washington (6199) Oriqinatinq Department Head: Roger Venables (5402) Additional Information Contact: Ricardo Barcelo (5403) ATTACHMENTS FID TABLE.xlsx (CFW Internal) Form 1295.pdf (CFW Internal) LOCATION MAP OF HANGAR 21S.Ddf (CFW Internal) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=31876&councildate=2/27/2024 2/28/2024 FORT WORTH Routing and Transmittal Slip AVIATION Department DOCUMENT TITLE: FTW — Hangar and Ground Lease Agreement —Lease Site 21 S M&C CPN DATE: 02.28.2024 TO: 1. Barbara Goodwin - Aviation 2. Jeremy Anato-Mensah - Legal 3. Valerie Washington - CSO 4. Jannette Goodall - CSO 5 X CSO # DOC# INITIALS DATE OUT BJG 02/28/2024 DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ZYes ❑ No RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: ZYes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Signature/Routing and/or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Barbara Goodwin at Barbara.Goodwin@fortworthtexas.gov. Thank you.