HomeMy WebLinkAboutContract 50584-CA1CSC No. 50584-CA1
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 50584
HANGAR AND GROUND LEASE AGREEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 23S
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
50584, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City
Manager; AMERICAN PILOT ACADEMY, INC. ("Lessee"), a Texas corporation, acting by
and through CAMILO GONZALEZ, its duly authorized President; and R&S ACQUISITIONS,
LLC ("Assignee"), a Texas limited liability company, acting by and through STEVEN
SCHRECKHISE, its duly authorized Managing Member.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On March 20, 2018 (M&C C-28626) City Council authorized Lessor to enter into a Hangar
and Ground Lease Agreement (CSC No. 50584) with American Pilot Academy, Inc., ("Lessee")
dated March 30, 2018, (the "Lease"), for the lease and use of real property known as Lease Site 23S,
consisting of 4,500 square feet of ground space and a 4,300 square foot hangar ("Leasel
Premises") at Fort Worth Meacham International Airport ("Airport").
B. On April 12, 2024, Lessee notified Staff of the transfer of its leasehold interest in Leased
Premises to R & S Acquisitions, LLC, pending City Council approval.
C. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased
Premises and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing
to consent to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date"). The Lease
is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective
Consent to Assignment of CSC No. 50584
by American Pilot Academy, Inc OFFICIAL RECORD
to: R & S Acquisitions, LLC
Page 1 of 6 CITY SECRETARY
FT. WORTH, TX
Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department
and is incorporated herein by reference for all purposes.
2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right, privilege or use granted to Lessee by the Lease. In the event of any
conflict between the Lease and the Assignment, the Lease shall control. In the event of any conflict
between this Consent and the Assignment, this Consent shall control.
3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the
Effective Date.
4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Lease), including, but not limited
to, property loss, property damage and/or personal injury of any kind, including death, to the extent
caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective
Date.
5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date.
6. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
7. This Consent may be executed in any number of counterparts, all of which shall constitute
the same instrument.
S. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Consent to Assignment of CSC No. 50584
by American Pilot Academy, Inc
to: R & S Acquisitions, LLC
Page 2 of 6
INWNESS WHEREOF, the parties hereto have executed this Agreement in multiples on
S
this the �V`aay of 2024,
CITY OF FORT WORTH:
By: Valerie Washington (Sep 10, 202412:20 CDT)
Valerie Washington
Assistant City Manager
Date: Sep 10, 2024
M&C: 24-0507
M&C Approved: 06/11/2024
Form 1295: 2024-1155573
STATE OF TEXAS §
COUNTY OF TARRANT §
APPROVED AS TO FORM AND LEGALITY:
Ca,,t7aee-P,��'A,
By:
Candace Pagliara (Sep 2024 10:48 CDT)
Candace Pagliara, Assistant City Attorney
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ao°°° 4 °° �°da
ATTEST:
By:
PaB4 nE4p5eo
Jannette S. Goodall, City Secretary tG
KC
, On
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, Icnown 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. —
Sep 10, 2024 Brooke Bonnell (Sep 10, 202413:32 CDT)
Notary Public in and for the State of Texas
Pa Pie aeNotar MULL
i [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Notary Public
N®r STATE OF TEXAS
y e Notary I.D. 134009525
FOF My Comm. Exp.Oct. 11, 2021
Consent to Assignment ofCSC No. 50584
by American Pilot Academy, hie OFFICIAL RECORD
to: R & S Acquisitions, LLC CITY SECRETARY
Page 3 of 6
FT. WORTH, TX
Contract Compliance Manager;
By signing I acluiowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting
requirements.
aa-14a"aJ41
Barbara Goodwin
Real Property Manager
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 50584
by American Pilot Academy, Inc
to: R & S Acquisitions, LLC
Page 4 of 6
LESSEE:
AMERICAN PILOT ACADEMY, INC.
CAMILO G AL , PRESIDENT
Date:
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared CAMILO GONZALEZ 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 AMERICAN PILOT ACADEMY, INC, and that he executed the same as the Manager of
AMERICAN PILOT ACADEMY, INC, for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 13 fii1 day
.2024.
CASEY MARIAM GARCIA ELVIRA
_0�y. (A��yG4 =Notary Public, State of Texas 1
ti '.gyp- - /_
z .. �, Comm. Expires 03-22-2027 /fit.
Notary ID 13428$848 Notary blic ;in and for the State of Texas
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 50584
by American Pilot Academy, Inc
to: R & S Acquisitions, LLC
Page 5 of 6
ASSIGNEE:
R&S7AV& TIO S' L
B-S ISE, MANAGING MEMBER
Date:
STATE OF [TEXAS
COUNTY OF TG.rWA-
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared STEVEN SCHRECKHISE 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
R & S ACQUISITIONS, LLC, and that he executed the same as the Manager of R & S
ACQUISITIONS, LLC, for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1 34VN day
" os� , 2024.
CASEY MARIAM GARCIA ELVIRA
Notary Public, State of Texas
%NA•Pzz Comm. Expires 03-22-2027 '
OF
Notary Notary ID 134266846
Consent to Assignment of CSC No. 50584
by American Pilot Academy, Inc
to: R & S Acquisitions, LLC
Page 6 of 6
rl�z -)
Notar / ublic in and for the State of Texas
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 WORTII
55FTW CONSENT TO
DATE: 6/11/2024 REFERENCE **M&C 24- LOG NAME: ASSIGNMENT TO R&S
NO.: 0507 ACQUISITIONS, LEASE STE
23S
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of a Consent to Assignment of City Secretary
Contract 50584, a Hangar and Ground Lease Agreement for Lease Site 23S, by the
Current Tenant, American Pilot Academy, Inc., to R&S Acquisitions, LLC, at Fort Worth
Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of a consent to assignment of City
Secretary Contract 50584, a hangar and ground lease agreement for Lease Site 23S, by the current
tenant, American Pilot Academy, Inc. to R&S Acquisitions, LLC, at Fort Worth Meacham International
Airport.
DISCUSSION:
On March 20, 2018, through Mayor and Council Communication (M&C) C-28626, City Council
authorized Lessor to execute a hangar and ground lease agreement under City Secretary Contract
(CSC) 50584 (Lease) with American Pilot Academy, Inc (APA), with an effective date of March 20,
2018 for lease and use of real property known as Lease Site 23S and any improvements and facilities
thereon.
On April 26, 2024, staff received a request from APA to consent to an assignment of the Lease to R&S
Acquisitions, LLC (R&S). Upon City Council approval, R&S will assume the leasehold interest and
obligations associated with the Lease. The Lease consists of 4,500 square feet of ground space.
Existing improvements include a 4,300 square foot hangar. The lease expires on March 19, 2028 with
two (2) options to renew for an additional ten (10) year term each.
Annual revenue from the lease is approximately $17,238.18 payable in monthly installments of
$1,436.52. Rental rates shall be subject to an increase on October 1 st of any given year, based on
the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth Metropolitan
area. At no time will the adjusted rate exceed the then current rate published in the Aviation
Department's Schedule of Rates and Charges. Rate adjustments are applied to the ground rate every
five years, with the next scheduled adjustment set for October 1, 2028, and subsequent adjustments
following every fifth year thereafter. Moreover, in addition to annual rent adjustments, every tenth year
throughout each initial and renewal lease term, the hangar rate will automatically be adjusted to
equal the prevailing fair market value for properties similar to those at the Airport, as determined by a
licensed third -party appraiser.
The Lease prohibits any assignment of the Lease or causing any lien to be made on improvements
constructed on the leased premises without City Council approval. These types of transactions are
routine for airport tenants and staff has no objection to this request.
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
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32214&councildate=6/11/2024 7/19/2024
M&C Review
Page 2 of 2
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 Budgetl Reference # Amount
ID I ID Year I (Chaff eld 2)
FROM
Fund Department Account Project Program Activity Budget I Reference # Amount
ID I I ID I I I Year I (Chartfield 2)
Submitted for Citv Manager's Office by
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295.ndf (CFW Internal)
Location Map.ndf (Public)
Valerie Washington (6199)
Roger Venables (5402)
Ricardo Barcelo (5403)
http://apps.cfwnet.org/council_packetlmc_review.asp?ID=32214&councildate=6/11/2024 7/19/2024
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made
effective this day of . 2024, ("Effective Date"), by and
between AMERICAN PILOT ACADEMY, INC, a Texas limited liability company
("Assignor"), and R&S ACQUISITIONS, LLC, a Texas limited liability company
("Assignee"), sometimes together referred to as the "Parties."
WIT NESSETH:
WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease
Site 23S Fort Worth Meacham International Airport, more commonly known as City
Secretary Contract No. 50584, attached hereto as Exhibit "A" and incorporated herein
by reference, by and between Assignor and the City of Fort Worth, having an effective
date of , 2024 (the "Lease Agreement"), Assignor is currently the lessee of
approximately 4,500 square feet of unimproved ground space at Fort Worth Meacham
International Airport in Fort Worth, Tarrant County, Texas, known as Lease Site 23S (the
"Premises"), being more particularly described in Exhibit "A";
WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and
Assignee desires to assume the Lease Agreement in compliance with and pursuant to
the terms of Sections 16.1 and 16.2 of the Lease Agreement; WHEREAS, the City of
Fort Worth is willing to approve this Assignment on the conditions that all terms and
conditions of the Lease Agreement and all related documents remain in full force and
effect and that Assignee is bound by the terms and conditions of the Lease Agreement
as if it had executed the Lease Agreement as an original lessee.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Assignor does hereby assign, sell, transfer, and convey to Assignee, all of
Assignor's right, title and interest in and to the Lease Agreement, in the
leasehold created thereby, and any and all improvements located on the
Premises, to have and to hold from the Effective Date hereof until the end of the
term of the Lease Agreement, as such term may be extended pursuant to the
terms of the Lease Agreement.
2. Assignee hereby accepts such assignment and transfer and agrees to assume
and to perform and discharge all obligations, liabilities, duties and covenants of
Assignor under the Lease Agreement as of the Effective Date hereof, including,
but not limited to, the payment of rent, payment of utilities, procurement of
ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3
insurance, obligations to indemnify, compliance with any applicable laws and
regulations and performance of upkeep, maintenance and repairs of the
Premises, where required by the Lease Agreement, which may arise on or after
the Effective Date hereof and relate to the period on or after the Effective Date
hereof, to the same extent as if Assignee had originally executed the Lease
Agreement and was named as the "Lessee" therein.
3. Assignee hereby indemnifies and holds Assignor harmless from and against any
and all claims, expenses, costs, obligations or other liabilities with respect to the
Lease Agreement arising or incurred on and after the Effective Date hereof with
respect to events occurring on and after the Effective Date.
4. Assignor makes no representations or warranties of any kind or nature
whatsoever with respect to the Lease Agreement or the Premises, whether
express or implied, any and all such representations and warranties being
expressly disclaimed.
5. Assignor represents and warrants that there are no agreements, oral or written,
with respect to the use or occupancy of the Premises and the improvements
located thereon other than as contained in the Lease Agreement. Further,
Assignor represents that the Lease Agreement is in full force and effect, and is
not in default or subject to defense, offset, or counterclaim on the part of
Assignor.
6. This Assignment shall inure to the benefit of and be binding upon and
enforceable against Assignor and Assignee and their respective successors and
assigns.
7. This Assignment shall be deemed to be an agreement made under the laws of
the State of Texas, being where the Premises is located, and for all purposes
shall be governed by and construed in accordance with the laws of the State of
Texas.
8. This Assignment contains the entire understanding between the Parties with
respect to the assignment of the Lease Agreement as contained herein. This
Assignment may not be changed or modified orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change, or
modification is sought.
9. This Assignment (and the City of Fort Worth's Consent to this Assignment
attached hereto and made a part hereof) may be executed in one or more
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute but one and the same instrument.
To be effective the Effective Date provided herein above.
ASSIGNOR: AMERICAN PILOT ACADEMY, INC ASSIGNEE: R&S ACQUISITIONS,LLC
ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3
i
Dated: �.- /3 , 2024.
Dated:
, 2024.
ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3
Exhibit "A"
Lease Agreement Lease Site No. 23S
Fort Worth Meacham International Airport
CITYSICREfARY
CONTF�ACT NO.
��C��ot�� N FORT WORTH MEACHAM INTERNATIONAL AIRPORT
HANGAR AND GROUND LEASE AGREEMENT
u,�'
t �
� LEASE SITE LEASE SITE #23S
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, acting by and through Fernando Costa,
its duly authorized Assistant City Manager, and AMERICAN PILOT ACADEMY, INC.
("Lessee"), a Texas Corporation, acting by and through HUGH L. LAWRENCE, its duly
authorized President.
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 4,500 square feet of ground space ("Ground Space"),
including a 4,300 square foot hangar ("Hangar") at Fort Worth Meacham International
Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site Lease
Site 23S, ("Premises"), as shown in Exhibit "A", attached hereto and made a part of this
Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on
March 20, 2018 ("Effective Date") and expire at 11:59 P.M. on March 19, 2028,
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 two (2) consecutive
options to renew this Lease for two (2) additional successive terms of ten (10) 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
American Pilot Academy
Hangar and Ground Lease — Lease Site 23S OFFICIAL RECORD
Fort Worth Meacham International Airport CITY SECRETARYPagel of22
FT. WORTHq TX
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 of the Holdover. The hangar rate will be adjusted to
equal the then Fair Market Value, as determined by Lessor's market analysis. In no
case shall the hangar rate be less than the value assessed upon completion of a
property appraisal completed by a third party vendor that has been approved and
secured by Lessor. A ten percent (10%) increase will be added to the Fair Market
Value rate until a new lease agreement is approved and executed. The holdover
period will not exceed six (6) months from the time the current lease agreement
expires. Upon the expiration of the holdover period, the City may exercise all legal
rights and remedies available, including but not limited to eviction.
3. RENT.
3.1. Rates and Adiustments
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,
2018 and on October I` 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, Twelve Thousand, One Hundred Sixty -Nine Dollars and 00/100
($12,169.00), at a rate of ($2.83) per square foot, payable in equal monthly
installments of One Thousand Fourteen Dollars and 08/100 ($1,014.08).
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Fort Worth Meacham International Airport
Page 2 of 22
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 Eight Hundred Ninety Dollars and
00/100 ($1,890.00), at a rate of ($0.42) per square foot, payable in equal
monthly installments of One Hundred Fifty -Seven Dollars and 50/100
($157.50).
3.2. Five -Year Adiustments
In addition to the Annual Rent Adjustments, on October 1, 2023, and every fifth
(51h) year thereafter for the remainder of the Initial Term (i.e. on October 1 st of
2028, 2033, 2038, and 2043), rent shall automatically be adjusted to equal the then -
current rates prescribed by the Schedule of Rates and Charges for the type or types
of property at the Airport similar to the type or types of property that comprise the
Premises.
3.3. Ten -Year Adiustments
Every tenth (IOth) year for each Initial and Renewal term of the lease, the Hangar
rate shall automatically be adjusted to equal the then Fair Market Value, as
prescribed by the Schedule of Rates and Charges for the type or types of property at
the Airport similar to the type or types of property that comprise the Premises.
3.4 Pavment Dates and Late Fees.
Monthly rent payments are due on or before the first (lst) 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 (1Oth) 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
As additional security for this Lease, Lessee covenants and agrees that it shall
construct the improvements on the Premises owned by the City of Fort Worth.
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
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Fort Worth Meacham International Airport
Page 3 of 22
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", as referenced in
Exhibit "B".
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 Improvement on or to the Premises unless it first
submits all plans, specifications and estimates for the costs of same to Lessor in
writing, and also requests and receives in writing approval from Lessor's Director of
Airport Systems or authorized representative ("Director"). Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
construction of any such Discretionary Improvements. Lessor shall promptly
review, consider and make a decision on approval of such plans, specifications and
estimates. 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
Meacham'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
American Pilot Academy, Inc.
Hangar and Ground Lease— Lease Site 23S
Fort Worth Meacham International Airport
Page 4 of 22
applicable requirements, terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) full
payments to all persons, firms, corporations or other entities with whom Lessee has
a direct relationship for the construction of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas -Fort Worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the
respective Improvements, or if claims are filed by third parties on grounds relating
to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit and apply the proceeds to complete
the Improvements or satisfy the claims, provided that any balance shall be remitted
to Lessee.
4.6 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.
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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
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.
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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
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.
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8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to begin such maintenance or repair
work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a
reasonable time, considering the nature of the work to be done. If Lessee
fails to begin the recommended maintenance or repairs within such time or
fails to complete the maintenance or repairs within a reasonable time, Lessor
may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the
maintenance or repairs, and such reimbursement will be due on the date of
Lessee's next monthly rent payment following completion of the
maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant
to its governmental duties under federal, state or local laws, rules or
regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the
Fire 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 REMEDL4TION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Fort Worth Meacham International Airport
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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
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 finds 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
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Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4 During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days, this Lease shall
continue in full force and effect. If the Limitation lasts more than seven (7) calendar
days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written
notice to Lessor.
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.
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Fort Worth Meacham International Airport
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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, its Officers, Employees and
Volunteers as an additional insured and covering all public risks related to the leasing, use,
occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the
required insurance in accordance with Exhibit "C", the "City of Fort Worth Aviation
Insurance Requirements" attached hereto and made part of this Lease for all purposes.
In addition, Lessee shall be responsible for all insurance 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 Coverne and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
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.
11.3. Additional Reauirements.
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
American Pilot Academy, Inc.
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insurance shall be endorsed to cover all of Lessee's operations at the Airport, to
grant additional insured status to the City, its Officers, Employees and Volunteers,
and to provide that no material changes in coverage, including, but not limited to,
cancellation, termination, non -renewal or amendment, shall be made without thirty
(30) days' prior written notice to Lessor. Lessor shall be responsible for notifying
the City of any change to its insurance coverage that amends or alters that coverage
required by this lease.
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 LABILITY 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
DEFENSES PROVIDED BYLAW, HEREBYINDEMNIFY, HOLD HARMLESSAND
DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS, INCL UDING 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
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GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICERS AGENTS, SERVANTS OR EMPLOYEES
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION 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 AIRPOR T FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1. Failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following 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.
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Fort Worth Meacham International Airport
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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 Obligations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery,
equipment, materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of
any kind against Lessor, its agents, servants, employees or representatives, which
may stem from Lessor's termination of this Lease or any act incident to Lessor's
assertion of its right to terminate or Lessor's exercise of any rights granted
hereunder.
15. 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 parry, its agents, employees,
servants or representatives, or (ii) deposited in the United States Mail, postage prepaid,
addressed as follows:
To LESSOR:
City of Fort Worth
Aviation Department
201 American Concourse, Suite 330
Fort Worth TX 76106
American Pilot Academy, Inc.
Hangar and Ground Lease — I.ease Site 23S
Fort Worth Meacham International Airport
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To LESSEE:
American Pilot Academy, Inc.
Attention: Hugh L. Lawrence
P.O. Box 161656
Fort Worth TX 76161
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
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 Assinments 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.
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.
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Fort Worth Meacham International Airport
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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.
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.
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Fort Worth Meacham International Airport
Page 16 of 22
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 party shall be responsible for its own
attorneys' fees.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions, transportation problems or any other cause beyond the reasonable
control of Lessor or Lessee.
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Fort Worth Meacham International Airport
Page 17 of 22
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed apart 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]
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Fort Worth Meacham International Airport
Page 18 of22
IN WITNESS WH REOF, the parties hereto have executed this Agreement in multiples
on this the day of 2018.
CITY OF FORT WORTH:
By: e L--
Fernando Costa
Assistant City Manager
Date: 3/30118
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 Fernando Costa, 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
rYYIlo A.A, 2018.
TRIKINYA L JOHNSON
��ar aam
:i;•'' i,=Notary Public, State of Texas
Comm. Expires 04-17-2018
Notary ID 123b832.0 �' ub rc Not Pin anyi�€`or the State of Texas
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
By:T
i� ��t' Y�.� x y:
tantt' ity Attorney X;7 ity Secretary
M&C: �— ag,( 9� ( 0
Date:
Form 1295 Certificate #:
OFFICIAL IREOOR®
American Pilot Academy, Inc. CITY SECRETARY
and Ground Lease — Lease Site 23S
Port Worth Meacham International Airport FT. WORTH9 TX
Page 19 of 22
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this co tract, including ensuring all performance and reporting requirements.
A &'
Title -
LESSEE:
AMERICAN PILOT ACADEMY, INC. ATTEST:
By: ( -.1 By:
Hug . Lawrence, President
Date: 6i AS
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 Hugh L. Lawrence, 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
American Pilot Academy, Inc. and that he executed the same as the act of American Pilot
Academy, Inc. for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN DER MY AND AND SEAL OF OFFICE this day
�
r , 2018.
_ ANNE-MARIE STOWExa
,i • •��= Notary Public, State of Tes _
s.,•y�d•� Comrn. Expires o5 01-201 a Notary Public in and for the State of Texas
Notary ID 45976.5 1 ,
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Fort Worth Meacham International Airport
Page 20 of 22
EXHIBIT A
REAL PROPERTY DESCRIPTION AND MAP
FOR
LEASE SITE 23S
(Survey to be inserted)
American Pilot Academy, Inc.
Hangar and Ground Lcase — Lease Site 23S
Tort Worth Meacham International Airport
Page 21 of 22
PLAr OF
LEASE Sl rE N0. 14
MEACHAM FIELD
S87009'34°E 75,0,-
LEASE SlrE NO. 14
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4, 500.00 Sq. Ff. N
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ti N
z ti
1
N87°0934 W 75.0'
k 2 4,f Dee.A P.—C �
T. �IT, �79.76
N
SCALE 1"-20'
N OTEI BEARINGS AND COORDINATES ARE ON THE TEXAS
CO-ORDINATE STSTEM,NORTH CENTRAL ZONE,
DISTANCES ARE GAOOND NEASU09MENTS.
EUGENE P, D08KIN$
771
�O,•.SUSi' i
YEYED 1-7.17
ul\la
1-11�T7 .. .' 1 •20'
A.L. M. D-1021
Exhibit A
EXHIBIT "B"
MANDATORY IMPROVEMENTS
LEASE SITE 23S
All Mandatory Improvements for Lease Site 23S, as detailed below, must be completed in accordance
with Section 4 of the Lease and must be completed within six (6) months of the execution of the Lease
and approved by the Aviation Department in its reasonable discretion.
Mandatory Improvements to be completed are as follows:
a. Paint hangar exterior including gutters, trim and downspouts.
b. Submit plan for use of interior office/storage space.
c. Identify parking needs, if applicable, and submit plan to accommodate parking needs.
American Pilot Academy, Inc.
Hangar and Ground Lease — Lease Site 23S
Port Worth Nteacham International Airport
Page 22 of 22
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/20/2018
DATE: Tuesday, March 20, 2018 REFERENCE NO.: **C-28626
LOG NAME: 55FTW AMERICANPILOTHGRGRND 22S23S
SUBJECT:
Authorize Execution of a Hangar and Ground Lease Agreement with Mandatory Improvements with
American Pilot Academy, Inc., for Lease Sites 22S and 23S at Fort Worth Meacham International Airport
(COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Hangar and Ground Lease
Agreement with mandatory improvements with American Pilot Academy, Inc., for Lease Sites 22S and
23S at Fort Worth Meacham International Airport.
DISCUSSION:
On January 19, 2018, Staff received a proposal from American Pilot Academy, Inc. (APA), for a new
Hangar and Ground Lease Agreement, for Lease Sites 22S and 23S at Fort Worth Meacham
International Airport.
APA has agreed to execute a new 10 year Lease Agreement for Lease Sites 22S and 23S. Lease site
22S is comprised of approximately 4,500 square feet of ground space and includes a 4,550 square foot
hangar. Lease Site 23S is comprised of approximately 4,500 square feet of ground space and includes a
4,300 square foot hangar. Staff requests that the City Council authorize the execution of a Hangar and
Ground Lease Agreement for an initial term of ten years, to commence on March 20, 2018, and expire on
March 19, 2028. The Lease will include two ten-year options to renew for an additional 20 years, bringing
the total lease term to 30 years.
As a part of the Agreement, APA will be required to complete a number of mandatory improvements for
both hangars, including, but not be limited to: painting of the hangar exterior, including gutters, trim and
downspouts; submitting a plan for use of interior office/storage space; and identifying and submitting a
plan to accommodate parking needs.
The total revenue received from both leases will be approximately $29,963.00 annually or $2,496.91 per
month. These revenues are based on a hangar rate of $3.50 per square foot for hangar 22S, $3.25 per
square foot for hangar 23S, and a ground rental rate of $0.42 per square foot, in accordance with the
Aviation Department's Schedule of Rates and Charges and Lessor's market analysis. Rental rates shall
be subject to an increase on October 1 of any given year, based on the upward percentage change in the
Consumer Price Index for the Dallas -Fort Worth Metropolitan area. At no time will the adjusted rate
exceed the rate that is current in the Schedule of Rates and Charges. Five-year rate adjustments will
apply for the ground rate starting on October 1, 2023 and every fifth year thereafter. The hangar rate will
be adjusted every 10 years during the lease term, equal to the then Fair Market Value, as determined by
the Lessor' s market analysis.
ADVISORY BOARD APPROVAL: On March 15, 2018, the Aviation Advisory Board voted to recommend
Logname: 55FTW AMERICANPILOTHGRGRND 22S23S Page I of 2
that the City Council approve this action.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION I CERTIFICATION:
The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit
of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund,
Hangar Lease Revenue Account, which has total estimated revenue in Fiscal Year 2018 of $1,513,594.00
and year-to-date receipts of $551,484.24. The Ground Lease Revenue Account, which has total
estimated revenue in Fiscal Year 2018 of $1,834,985.00 and year-to-date receipts of $707,523.87.
FUND IDENTIFIERS (FIDs):
TO
IFund l Department �AccounI Project lProgram�ctivityl Budget I Reference # lAmountl
ID II ID Year (Chartfield 2)
FROM
IFundl Department �ccountl Project IProgram�Activityl Budget Reference # �Amoun
ID ID II Year (Chartfield 2) II
CERTIFICATIONS:
Submitted for Citv Manager's Office bv: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Jeff Kloska (5406)
Additional Information Contact: Anne -Marie Stowe (5415)
ATTACHMENTS
1. Form 1295 American Pilot Academv.r)df (Public)
2. Map American Pilot 22S 23S.Ddf (Public)
Logname: 55FTW AMERICANPILOTHGRGRND 22S23S Page 2 of 2