Loading...
HomeMy WebLinkAboutContract 61903CSC No. 61903 FORT WORTH AVIATION DEPARTMENT ADMINISTRATION BUILDING OFFICE LEASE FORT WORTH MEACHAM INTERNATIONAL AIRPORT This ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation under the State of Texas, acting by and through VALERIE WASHINGTON, its duly authorized ASSISTANT CITY MANAGER, and HELICOPTER INSTITUTE, INC. ("Lessee"), a Texas based, for -profit corporation acting by and through RANDAL ROWLES, its duly authorized PRESIDENT. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor demises and leases to Lessee the following real property (hereinafter referred to as "Premises") in the Administration Building ("Admin Building") at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas: 1917 square feet of office space ("Office Space") identified as Suite L32, Lower Level, depicted on 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 on September 1, 2024 ("Effective Date") and expire at 11:59 PM on December 31, 2027. In order to terminate this Agreement, for any cause stated herein, a party must provide the other party with written notice of its intent to terminate not less than thirty (30) days prior to the effective date of such termination. 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 two consecutive options to renew this Lease, each option for an additional successive term of five years each (each a "Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in writing of its intent to exercise a respective option not less than ninety (90) nor more than one hundred eighty (180) days prior to the expiration of the term then in effect. If Lessee does not exercise its option for a first Renewal Term within the time frame provided herein, Lessee shall no longer have any rights or interest in the Premises following the expiration of the Initial Term and will have no rights to any Renewal Terms thereafter. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 1 of 20 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. The rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shall the rate be less than the value assessed upon completion of a property appraisal completed by a third -party vendor that has been approved and secured by Lessor. A ten percent (10%) increase will be added to the Fair Market Value rate until a new lease agreement is approved and executed. The holdover period will not exceed six (6) months fiom the time the current lease agreement expires. Upon the expiration of the holdover period, the City may exercise all legal rights and remedies available, including but not limited to eviction 3. RENT. 3.1. Rates and Adiustments. Lessee shall pay Lessor rent for the Office Space based on a rental rate of $14.50 per square foot which will be payable in monthly installments of $2,316.38, for an annual rental rate of $27,796.56 (Twenty -Seven Thousand Seven Hundred Ninety -Six and 56/100 Dollars). On October 1, 2024 and on October 1 st of each year thereafter during both the Initial Term, and any Renewal Term, Lessee's rental rate shall be adjusted to comply with the rates prescribed for the Premises by Lessor's Schedule of Rates and Charges in effect at the respective time. In no event shall Lessee's monthly rental rate exceed the then -current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. 3.2. Pavment Dates and Late Fees. Monthly rent payments under this Lease are due on or before the first (Is') day of each month. Rent shall be considered past due if Lessor has not received full payment on or before the 1 Oth day of the month for which payment is due. Lessor will assess a late penalty charge of ten percent (10%) per month on top of the entire month's rent for each month in which rent is past due. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Mandatory Improvements. As additional security for this Lease, Lessee covenants and agrees that it shall construct the Mandatory Improvements (defined below) on the Premises owned by the City of Fort Worth. The improvements approved and described on Exhibit "B" shall be referred to as "Mandatory Improvements". Foil Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 2 of 20 No Mandatory Improvements are required for this lease. 4.2. Discretionary Improvements. Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on or to the Premises (which improvements are in addition to, and do not include, the Mandatory Improvements) (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 Lessor's Director of Airport Systems or authorized representative ("Director"), and such approval shall not be unreasonably withheld, conditioned, or delayed. 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 completion of construction of such Improvements 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. 4.3. 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. 4.4. 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. 4.5. Bonds Required of Lessee. Prior to the commencement of any Mandatory Improvements or Improvements, 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. Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 3 of 20 In lieu of the required bond, Lessee may provide Lessor with a cash deposit through an escrow account in an amount equal to 125% of the full amount of each construction contract or project. The Escrow account 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 escrow account shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective Mandatory Improvement or Improvement, or if claims are filed by third parties on grounds relating to such Mandatory Improvement or Improvement, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit within the escrow account and apply the proceeds to complete the Mandatory Improvements or Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee, including any interest that had accrued. If the Lessee chooses to provide a cash deposit through an escrow account in lieu of the required bond, the Lessee, Lessor and the financial institution maintaining the escrow account will enter into a separate escrow agreement prior to the commencement of any Mandatory Improvement or Improvement. 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. UTILITIES. Lessor agrees and covenants that it will pay for all utilities in use on the Premises, with the exception of telephone utilities and internet service. Lessee agrees that all electrically -operated equipment which may be used on the Premises shall fully comply with the City of Fort Worth Mechanical, Electrical, Plumbing, Fire and Building Codes, as they exist or may hereafter be amended. 6. MAINTENANCE AND REPAIRS. 6.1. Maintenance and Repairs by Lessor. Lessor shall provide janitorial services to the Premises. Lessor agrees to perform minor repairs and maintenance on a timely basis as required by the ordinary use of the Premises under the terms of this Lease and which are not caused by any violation thereof by Lessee. Lessor shall have the right and privilege, through its officers, agents, servants or employees to inspect the Premises at any time. If Lessor determines that Lessee is responsible for any maintenance or repairs required on the Premises, it shall notify Lessee in writing. Lessee agrees to undertake such maintenance or repair work within thirty (30) calendar days of receipt of notice. If Lessee fails to undertake the maintenance or Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 4 of 20 repairs recommended within this time, Lessor may, in its discretion, perform the necessary maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and payment will be due on the date of Lessee's next monthly rental payment following completion of the repairs. 6.2. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee shall not allow any holes to be drilled or made in the brick, plaster or cement work. Lessee will not pile or store boxes, cartons, barrels or other similar items in a manner that is unsafe or unsightly. Upon termination of this Lease, Lessee agrees to return the Premises to Lessor in the same condition as originally received, subject to ordinary wear and tear consistent with normal use over time. Lessee is responsible for all damages caused by the negligence or misconduct of Lessee, its agents, servants, employees, contractors, subcontractors, patrons, licensees, invitees or trespassers. For any portion of the Premises located in the basement of the Administration Building, Lessee shall provide, at Lessee's own expense, and use covered metal receptacles for the temporary storage of all trash and garbage and arrange and pay for the sanitary transport and permanent disposal away from the Airport of all of Lessee's trash, garbage and refuse. 6.3. Inspection. Lessor, through its officers, agents, servants or employees, reserves the right to enter the Premises at any time in order to perform any and all duties or obligations which Lessor is authorized or required to do under the terms of this Lease or to perform its governmental duties under federal, state or local rules, regulations and laws (including, but not limited to, inspections under applicable Health, Mechanical, Building, Electrical, Plumbing, and Fire Codes, or other health, safety and general welfare regulations). Lessee will permit the Fire Marshal of the City of Fort Worth or his agents to make inspection of the Premises at any time, and Lessee will comply with all recommendations made to Lessee by the Fire Marshal or his agents 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 added or amended. Lessee shall maintain in a proper condition accessible fire extinguishers of a number and type approved by Fire Underwriters for the particular hazard involved. Lessor shall provide Lessee with advance notice of inspection when reasonable under the circumstances. 7. ACCEPTANCE OF PREMISES. Lessee agrees and covenants that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the condition of the Premises. Lessee accepts the Premises in its present condition as satisfactory for all purposes set forth in this Lease. Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 5 of 20 8. PARKING. Lessee shall have the right to use the designated public parking areas to the extent available and in accordance with policies established by the Director or authorized representative, for the parking of company vehicles and the vehicles of its employees, licensees or invitees, subject to all ordinances and regulations of the City of Fort Worth and all other applicable laws. 9. USE OF PREMISES. Lessee agrees to use the Premises exclusively for the purpose proposed to and approved by the Director. Any proposed change to the use and activity within the lessee space must be approved by the Director prior to the change occurring. 10. SIGNS. Lessee may, at its own expense and with the prior written approval of the Director or authorized representative, create, install, and maintain signage. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs throughout the Administration Building. In addition, Lessee may not install a sign outside the Administration Building on Lessor's property without prior written approval by the Director or authorized representative as to the sign's placement, appearance, construction, and conformity with applicable City Code restrictions. The Meacham Administration Building's location sign on Main Street is part of the airport's Unified Signage Agreement. All associated signage panels must be approved and procured by the lessor. The lessee will remit payment in advance to the lessor for the sign panel cost. Sign space on the front entrance monument sign is first -come, first - served. There is no guarantee of sign space. Lessee shall maintain all signs in a safe, neat, sightly and physically good condition. Lessee agrees to pay Lessor for any damage, injury or necessary repairs to the Premises resulting from the installation, maintenance or removal of any such sign. Lessee also agrees to remove any signs at its own expense immediately upon receipt of instructions for such removal from the Director or authorized representative. 11. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 11.1. All fixtures and items permanently attached to any structure on the Premises belong to Lessor, and any additions or alterations made thereon, shall immediately become the property of Lessor. 11.2. 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 Foil Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 6 of 20 the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 11.3. Lessor reserves the right to close temporarily the Airport or any of its facilities for maintenance, improvements, safety or security of either the Airport or the public or for any other cause deemed necessary by Lessor. In this event, Lessor shall in no way be liable for any damages asserted by Lessee, including, but not limited to, damages from an alleged disruption of Lessee's business operations. 11.4. 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. 11.5. 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 fiom the United States Government. 11.6. 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. 12. INSURANCE. 12.1 Types of Coverage and Limits. 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 following insurance coverage at the limits specified herein: • Commercial General Liability: $300,000.00 per occurrence In addition, Lessee shall be responsible for all insurance to any approved construction, improvements, modifications or renovations on or to the Premises and for personal property of Lessee or in Lessee's care, custody or control. 12.2. Adiustments to Required Coverage and Limits. Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 7 of 20 Insurance requirements, including additional types and limits of coverage and increased limits on existing coverages, are subject to change at Lessor's option, and Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 12.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with a certificate of insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance coverage required herein, and Lessee shall submit a similar certificate of insurance annually to City on the anniversary date of the execution of this agreement. 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, on demand, provide Lessor with evidence that it has maintained such coverage in full force and effect. 12.4. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the airport and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, nomenewal or amendment, shall be made without thirty (30) days' prior written notice to Lessor. 13. 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. .14. INDEMNIFICATION. LESSEE HEREB YASSUMESALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 8 of 20 THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSEE COVENANTS AND AGREES TO, AND DOES 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 ANYRESULTING 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 THE 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 NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH ARISES OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY PERSON ON THE PREMISES OR FOR HARM TO ANY PROPERTY WHICH BELONGS TO LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS, AND WHICH MAYBE STOLEN, DESTROYED OR IN ANY WAY DAMAGED; AND LESSEE HEREBY INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR.. 15. 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. 16. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 9 of 20 16.1. Failure by Lessee to Pav 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. 16.2. Termination Due to Aeronautical Need for Leasehold Due to the Non -Aeronautical related use of the Premises under this Lease, in the unlikely event that an aeronautical use for the leased premises is deemed necessary by Lessor, Lessor shall have the right to terminate this Lease and shall provide thirty (30) days written notice to vacate the premises. 16.3. 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. 16.4. 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, unless such non-use is caused by Force Majeure, as set forth in Section 30 below. 16.5. 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 17.1, 17.2 or 17.3 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. 16.6. 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 Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 10 of 20 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 fiom 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. 17. AUDIT. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration, Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort Worth ("Section 2-134"), Licensor may at Licensor's sole cost and expense, at reasonable times during Licensee' normal business hours and upon reasonable notice, audit Licensee' "necessary books, papers, documents, records, and personnel", which is defined in Section 2-134 as "those which pertain to Licensor contracts and subcontracts and are required to evaluate compliance with the terms of those contracts and subcontracts", provided that (a) any such audit shall occur onsite at the Licensed Premises, (b) Licensor shall not (and shall not permit others) to copy any books, records or other documents reviewed during such audit, and (c) Licensor shall comply with the provisions of Section 21 herein. 18. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, or (2) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: City of Fort Worth Department of Aviation 201 American Concourse, Suite 330 Fort Worth, Texas 76106-2749 19. ASSIGNMENT AND SUBLETTING. TO LESSEE: Helicopter Institute, Inc. Randal Rowles 101 Aviator Drive Fort Worth, TX 76179 Lessee shall not assign, sell, convey, sublet or transfer any of its rights, privileges, duties or interests granted by this Lease without the advance written reasonable consent of Lessor, such consent shall not be unreasonably conditioned, withheld, or delayed. Any such transaction attempted by Lessee without prior written consent by Lessor shall be null and void. If Lessor consents to any such transaction, the respective assignee or sublessee shall consent to comply in writing with all terms and conditions set forth in this Lease the same as if that party had originally executed this Lease. 20. LIENS BY LESSEE. Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page I 1 of 20 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 immediately. 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. 21. 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. 22. 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 of the City of Fort Worth and the City of Fort Worth Police, Fire and Health Departments; 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 shall immediately desist from and correct the violation. 22.1. 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. 23. 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 age, race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 12 of 20 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 age, 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. 24. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its business at the Airport. 25. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, the City of Fort Worth does not waive or surrender any of its governmental powers. 26. 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. 27. VENUE. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this Lease or by Lessee's operations on the Premises, venue for such action shall lie in state courts 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. 28. 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 party shall be responsible for its own attorneys' fees. Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 13 of 20 29. 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. 30. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other cause beyond the reasonable control of the parties. 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. ENTIRETY OF AGREEMENT. This written instrument, including any documents 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. 33. 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 party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [Signature Pages to Follow] Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 14 of 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the day of 52024. CITY OF FORT WORTH: W44-11l. By: Valerie Washington (Aug 21, 202413:57 CDT) Valerie Washington Assistant City Manager Date: Aug 21, 2024 STATE OF TEXAS § COUNTY OF TARRANT § ME 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day )2024. Aug 22, 2024 WOKE BONk Notary Public sL *®* STATE OF TEXAS Brooke Bonnell (Aug 22, 2024 08:03 CDT) � Bch Notary I.D. 134009525 My Comm. Exp. Oct. 11, 2026 Notary Public in and for the State of Texas 4,6goopnn� e6 FORt�oaa APPROVED AS TO FORM ATTEST:�o9=v AND LEGALITY: GY _Candace Ta Nya A ��� aaQL nEXa54aa By: Candace Pagbara (Aug 21, 262408:36 CDT) By Candace Pagliara Jannette S. Goodall Assistant City Attorney City Secretary M&C: 24-0667 M&C Approval Date: 08.13.2024 KC Form 1295: 2024-1169524 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Fort Worth Meacham International Airport Administration BuildingOf6ce Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 15 of 20 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. 2a�.6auL�oec�cuc+i Barbara Goodwin Real Property Manager LESSEE: HELICOPTER INNSSTITUUTTEE By: al dal Bowles I esident Date: STATE OF TEXAS COUNTY OF �l�froyl� ATTEST: By: BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Randal Rowles 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 HELICOPTER INSTITUTE, INC. and that he executed the same as the act of HELICOPTER INSTITUTE, INC. for the purposes and consideration therein expressed and, in the capacity, therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this � t k day of YU 0-0— , 2024. ���� ■�e ASHLEY MIKEL i Notary ID #132036624 lJ" }� My Commission Expires Notary Public in and for the State of Texas for June 28, 2027 L ■ Port Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 16 of 20 L+ xmi3n"A" AVAIL I� AVAIL • SUITE now. 4 '. E • • AVAIL SURE L40 ,fit UN • a • AVAIL • SUITE tools w A Fort Worth Meacham International Airport Administration Building Office Lease Agreement HhLiwu t>;x INSTITUTE. — Suite L32 Page 17 of 20 EXHIBIT `B" MANDATORY IMPROVEMENTS No mandatory improvements. Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 18 of 20 EXHIBIT "C" INSURANCE REQUIREMENTS FORTWORTH A1aAnav EXHIBIT B -MINIMUM INSURANCE REQUIREMENTS Commercial ProF 3' Flang Entlronmental Aernat raper Automobile U*ility ITo C �e,cry General Insurance Liah7lty Liability' Impairment a lilyPas L' lity lmdude Hired & Nontvmed Liability Liability Vehbiees) F-ored Base Operaotrs i,FBd9sl Yes $5.000,000 35.000,0E1D S1,oaa,000 S 1,000,000 Aircraft IAaintemanoe O;Krat€r and Aviorocs cr Instrument Maintenance s 51,0Q0,000 S1010,000 S 1,000 000 ODerAor-Piston rivcraft Maintemunce Operatcr and Avionics cr Instrument hMdntenance S5,t5D0,a00 31,oaa,aaa S 1,OD0,000 Operator-Turtdme Avionics cr Instrument Maintenance St 4OD 000 S 1,000.000 Operator (Bench murk Only) A-vcrAR6ntallorFlight Tramhq $1,aaa,DZ#32 3i,00g000doccurrence S 1..000,000 Operator $100,DODpasstnger A rcr.A Charter or Aircraft s $1.ODD,C�DD 35+,000,0aWoccurrence S 1,000,000 hlananernent Operator 5 3500,000passertger A.ircratSales Operator J SL000,0007 31,0D0,0DD 31,0D0,00(VDccurrence S 1,000.000 S10a.0D0passenger 's b1,000,aO0 S1,OQa-ODO AirceaR GL-raige Opera x ^� 55,00a,OD09 35,QrDD,DDD"- S 1,DDQ000 Aviators Service Scle, P,rcpriet r - b1,0ae.000 S1.000,aQO'occumence b 1�rD,000�kasserger b 250,000 Other Comimercid Aemnautical $1.0:0.00D 330aoDDDoocurrence S 1.000,000 Activities Temperarf Specldiz td Aviator S1,0DD,000 3300tDDD'eoeunence S 1,000,000 Senn:e0oerator Non-Ca+mrrerciallHwgwLessee bI00a0,t,D 3300.01)Droocuurence S I'DD0,000 Non-CcmTercial Flying Club 4 Sd,000,aaa7 31;000,000rroceunence $1 DD,00(h1passenm s $ t"000,000 Non-Ccanmamial Sett -Fueling Permitee•IJetFudamdrorAvmms1 b1,00g,2.0 $ti}DO,OOa 3304�tDllroocumtnce S 1,000,000 Non-Cconmercial Self-Fwding 7 Permitee $1,OD0 000 35 O SIDD 33M.-W 1-oomnence $ 250,000 IAllematiae Fuels e.c.. momzsA Box Hangar. T-Hangar, Commmmlty "5 31 D.I0,0oo 33011,0ZI1"oommence b 250.000 Hangar Other 'I,rsurance requbernents subject to determinaton by Avfatim Departmerd amd Risk Mwagefmn Adi litional Insurance Reeluiremedmis -Lessees policies are to be primary to amy cdher walid and collectible insiffa ee available to the City -All policies small include a 100aiverof SL tmcgalion lim favor of the City Fremporary SASO must also indlwde Airpcd Lesseel -The City Of Fort Wer9n stdll be named as Aeldtional [Insured I7Ferrpw y EA'SSO must also include AirPort LessEel -Polities shall have rnD exdusirnns by endersefrark which, nedber nullify cramend the requrred limes of ccwraDe, rmr decrease the limits of said weerage ' Coverage; -Er av€aaft should be equi. dent tD the a erage aircraft value at cne time and Do wage per cccurre'nve shculd be equivile nt to the avera-ge €d the maximum vvlue of total aircraft at one time, but not less than the amount noted above a h1ust imcflude Negligent Instruction Coverage x If aircraft swrage Operator its ;awidimp subleasing space for aireaaft st€rage 'r CmRy required for these providing Plight insiructi•n s DEpends €n terns of the lease agM-Emrrt e if mbice,parked lamdside-State m[rmums wculd ap;ly 7 Coverage may be provided by endcasement Aviabon Minimum Standards. Citycf For! Words Aviation Department 011,10 2014;1 Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 19 of 20 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 nsured's business is covered for direct loss or damage. The coverage ncludes (but is not limited to) furniture and fixtures, stock, improvements and betterments, leased properly for winch you have a contractual obligation to insure and several other similar business property items wihen not specifically excluded from coverage. The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while in the insured's care, custody and control. PROPERTY INSURANCE Business Income (sometimes called Business Interruption) affords protection against the loss of earnings of a business during the time required to rebuild or repair covered property damaged or destroyed by fre or son• a other insured cause of loss. Extra Expense allows coverage for those additional expenses over and above normal cperalirg expenses paid due to damage to covered properly from a covered cause of lass. 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 thud panties, forwhich 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 goads or products made or sold by the named insured. Coverage is afforded for the named insured' and employees of the named insured: however, several indi'.iduafa and orgari zations other than the named insured may be covered depending upon certain circumstances specified in the policy. In add'Rron 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 CONINIERCIAL GENERAL Bodily injury means physical injury, sickness or disease, including death. Properly Damage means physical injury LIABILITY to tangible property, including the resulting loss of use of that property. Coverage B - Personal Injury and Advertising Injury Liability Personal Injury means false arrest, malicious prosecution,, wrongful entry or eviction, libeh slander and violations of a persons 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. IIANGARKEEPERS Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the aircraft is in the care, custody or control of the insured for safekeeping, storage, service or repair. Coverage LIABILITY extends to liability claims involving an aircraft's loss of use. Ilnsures the pollution exposure associated with the insureds property and operations„ Indiuding costs of cleanup and EN�rIRONIENTAL remedial or corrective action due to a third -party demand or a government order. The Pollution exclWsion in general liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs INIFMIENT LIABILITY arising, from most types of pollution events. Because of this, customized protection for the pollution exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks finvolved in aviation. Aviation insurance policies are distinct/ different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT AND terminology, as welll as terminology, limits and clauses specific to aviation insurance. Passenger iabiityprotects PASSENGER LIABILITY passengers riding in the accident aircraft who are injured cc killed. In many countries this coverage is mandatory only for commercial cr (large aircraft. Coverage is often said on a "per -seat' basis, with a specified limit for each passengerseat The liability coverage of the Business Auto Potcy provides protection against legal liability arising out of 11re AUTOXIOBILE LIABILITY owtnenship, maintenance or use of any insured automobile_ The irsuring agreement agrees to pay for bodily injury ITO INCLUDE HIRED & or property damage for wh ch the insured is legally responsible because of an automobile accid'er¢ Tine policy also NOPi'-ONfi'ED ZrEIIICLE$Y states chat, in addition to the payment of damages, the insurer also agrees to defend the insured for all legal defense cost The defense is in addition to the policy limits. WAIVER OF Am agreement between two patties 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 panty. SUBROGATION Aviation Minimum Standards, City of Fcrt'A'arth Pwiafian Deparbmtnt (OaDI2014) Fort Worth Meacham International Airport Administration Building Office Lease Agreement HELICOPTER INSTITUTE. — Suite L32 Page 20 of 20 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FORT�WORT_I I REFERENCE **M&C 24- 55FTW HELICOPTER DATE: 8/13/2024 NO.: 0667 LOG NAME: INSTITUTE, ADMIN OFFICE SUITE L32 LSE AGRMNT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 2) Authorize Execution of a Three -Year, Three -Month Administration Building Office Lease Agreement Including Two Five -Year Renewal Options with Helicopter Institute, Inc. for Suite L32 at Fort Worth Meacham International Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a three-year, three-month Administration Building Office Lease Agreement, including two five-year renewal options, with Helicopter Institute, Inc. for Suite L32 located at Fort Worth Meacham International Airport. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a three- year, three-month (or 40 month) administration office building lease for Suite L32, located at the Meacham International Airport Administration Building. On June 6, 2024, Staff received a request from Helicopter Institute, Inc. (Helicopter Institute) to lease approximately 1,917 square feet of a lower level office space at Fort Worth Meacham International Airport. The City of Fort Worth (Lessor) and Helicopter Institute now wish to enter into a three (3) year, three (3) month lease agreement for Suite L32, consisting of approximately 1,917 square feet of lower level office space at a rate of $14.50 per square foot. The initial term of this lease shall commence on September 1, 2024 (Effective Date) and expire at 11:59 PM on December 31, 2027. Helicopter Institute shall have two (2) consecutive options to renew the Lease, each option for an additional successive term of five (5) years. Total revenue received from the lease will be in the amount of $27,796.56 per year, payable in monthly installments of $2,316.38 per month. On October 1, 2024, and on. October 1st of each year thereafter in which this lease is still in effect, Helicopter Institute's rental rate shall be adjusted to comply with the rates prescribed for the Premises by Lessor's Schedule of Rates and Charges in effect at the respective time. Helicopter Institute has agreed Suite L32 is finished -out and any construction, renovation or adjustments to the unit will be at its sole cost with no build -out or tenant allowance provided by the City of Fort Worth nor the Aviation Department in a manner consistent with Aviation Department policy. 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 I ID I I I Year (Chartfield 2) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32373&councildate=8/13/2O24 8/20/2024 M&C Review Page 2 of 2 FROM Fund Department Account Project Pro ram Activit Budget Reference # Amount ID I ID 5 y I (Chartfield 2) I I Submitted for Citv Manager's Office bv: Oriclinatincl Department Head: Additional Information Contact: ATTACHMENTS FID TABLE.xlsx (CFW Internal) Form 1295.pdf (CFW Internal) Map of Location.Ddf (Public) Valerie Washington (6199) Roger Venables (5402) Ricardo Barcelo (5403) http://apps.cfwnet.org/council_packet/inc_review.asp?ID=32373&councildate=8/13/2024 8/20/2024