HomeMy WebLinkAboutContract 46439-CA1 (2)CSC No. 46439-CAI
CONSENT TO'ASSIGNMENT OF
CITY SECRETARY CONTRACT NOS. 46439
HANGAR AND GROUND LEASE AGREEMENT
FORT WORTH. MEACHAM: INTERNATIONAL AIRPORT
LEASE. SITE 51S
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
46439, ("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; FTW HANGAR 51-S, LLC, a Texas limited liability company ("Lessee"), acting by
and through BRIAN W. DUNAWAY, its duly authorized President; and. FTW HOLDINGS,
LLC, a Florida limited liability company {'Assignee" ), acting by and through DERRICK
DENNIS, the duly authorized President of its Managing Member.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about February 16, 2015, Lessor and Lessee entered into City Secretary Contract
("CSC") No. 46439, a Hangar and Ground Lease Agreement for the lease and use of real property
larown as Lease Site 51-S and any improvements and facilities thereon ("Leased Premises") at Fort
Worth Meacham International Airport ("Airport"). The Lease is a public document on file in Lessor's
City Secretary's Office and are incorporated herein for all purposes.
B. On September 26, 2023, at the request of Lessee, and through Mayor and Council
Communications (M&C) 23-0822, City Council, authorized execution of CSC 46439 CAI, a
consent to assignment of the Lease from Epic Helicopters, LLC. to FTW Hangar 51-S, LLC and
FTW Hangar 5t-S, LLC assumed all of Lessee's leasehold interest and obligations under the
Lease.
C. On or about August 28, 2024, FTW Hangar 51-S, LLC notified Lessor of its intent to assign
the Lease to FTW Holdings, LLC.
D. 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.
Consent to Assignment of CSC No. 46439
byFrW Hangar 51-S, LLC
to: FTW Holdings, LLC
Page r of 7
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 Lessee's
remaining, right, title, and 'interest in the Leased. Premises granted to Lessee by the Lease (the
"Assignment"), effective as of the date the Assignment is executed by Lessee and Assignee
("Effective Date"). The Assignment is a public document that will be on file in Lessor's City
Secretary's Office 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 and, except. as set forth herein, Lessee shall be released and forever discharged from
any and all actions, causes of action, judgments, executions, suits, investigations, debts, claims,
demands, liabilities, obligations,. damages, and expenses of any and every character that arise out
of or in any way connected to the Lease accruing 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 by entering into this Consent.
Consent to Assignment of CSC No.46439
by FT W Ilangar 51-S, LLC
to: FTW Holdings, LLC
Page 2. of 7
7. This Consent may be executed in any number of counterparts, all of which shall l constitute
the same instrument.
8. 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. 46439
by FTW Hangar 5I-8, LLC
to: FrW Holdings, LLC
Page 3 of!
IN WITNESS WHE, IRE, OF, the parties hereto have executed this Agreement in multiples on
this the V" day of Q C4-0 kc�el , 2024.
CITY OF FORT WORTH:
��L W"--/t
By: Vaterle Washington(oct 23,20241432 C01)
Valerie Washington
Assistant City Manager
By�7m-Mo acm.m34Iaacon
Roger M. Venables
Aviation Systems Director
Date:
M&C: 24-0876
M&C Approved: 10/15/2024
Form 1295: 2024-1192561
STATE OF TEXAS COUNTY §
OF TARRANT §
APPROVED AS TO FORM AND LEGALITY:
candz6 Gi I�IGYdi
By.candaean4il- (Oct ..2; A T'GDTj _
Candace Pagliara
Assistant City Attorney
obvoop
F *ORpo
On behalf of
�� oa�d
p~o o9.,0
Ovo o=o
ATTEST:
%
4� nEXA?a4p
By.
Jannette S. Goodall
City Secretary
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.
1VEN UNDER MY HAND AND SEAL OF OFFICE this �3 day
1 12024.
" Notary Public in and for the S to of exas
*60" 0 g; 11-NNJSIGNA.TURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 46439
by F rW hangar 51-S, LLC
to: FTW Holdings, LLC
Page 4 of 7
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I ain the person responsible for the monitoring and
administration of this contract; including ensuring all performance and reporting
requirements.
Barbara Goodwin
Real Property Manager
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Conseut to Assignment of CSC No. 46439
by FTW Hangar 51-S, LLC
to: FTW Holdings, LLC
Page 5 of 7
LESSEE:
FTW HANGAR 51-S, LLC:
By: --T? z` !
Brian W Dunaway l
Date: 10 2-, /Za2A-
STATE OF TEXA
COUNTY OF Q I
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared BRIAN W. DUNAWAY 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 FTW HANGAR 51-S, LLC, and that he executed the same as the
of FTW HANGAR 51-S, LLC, for the purposes and consideration therein expressed and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this it-.3 AV day
C� G' -1 —10 ,3 /L , 2024.
JAMES F LAWLERJR
STATE OF TEXAS Notary Public in and forthe State of Texas
Wary ID # 666604
My Comm. Exp. FM.n 23, 20W
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 46439
by FTW Hangar 51-S, LLC
to: FTW Holdings, LLC
Page 6 of 7
ASSIGNEE:
FTW HOLDINGS, C
By:
Derrick Dennis
Date: /e� — '?�/— -?
COUlUy ap C04x')�r" §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared DERRICK DENNIS 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 FTW HOLDINGS, LLC, and that he executed the same as the of FTW
HOLDINGS, LLC, for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ?i��h day
o C� b ( , 2024.
p�yt.SEOIMIKAYLA GILLARDON
_ :iotny, s Notary Public, Georgia
5*;���,*
• 'pCFOgG`P.'1
Coweta County
MY Commission Expires
October 02, 2028
Consent to Assignment of CSC No. 46439
by FTW Hangar 51-S, LLC
to: FTW Holdings, LLC
Page 7 of 7
M&C Review Page 1 of 2
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FOR
Create New From This M&C
REFERENCE **M&C 24- 55FTW CONSENT TO
DATE: 10/15/2024 NO.: 0876 LOG NAME: ASSIGN FTW HANGAR 51S
TO FTW HOLDINGS, STE51S
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of Amendment No. 1 to City Secretary Contract No. 46439, a
Hangar and Ground Lease Agreement known as Lease Site 51-S with FTW Hangar 51-S,
LLC at Fort Worth Meacham International Airport and a Consent to Assignment of a
Hangar and Ground Lease Agreement for Lease Site 51 S by FTW Hangar 51-S, LLC to
FTW Holdings, LLC
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No. 1 to City Secretary Contract No. 46439, a hangar and
ground lease agreement known as Lease Site 51-S with FTW Hangar 51-S, LLC at Fort Worth
Meacham International Airport; and
2. Authorize execution of a consent to assignment of a hangar and ground lease agreement for
lease site 51S by FTW Hangar 51-S, LLC to FTW Holdings, LLC.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that City Council
authorize execution of Amendment No. 1 to City Secretary Contract No. (CSC) 46439, a hangar and
ground lease agreement known as 51-S located at Fort Worth Meacham International Airport and a
consent to assignment for Lease Site 51S by FTW Hangar 51-S, LLC to FTW Holdings, LLC.
On February 16, 2015, the City (Lessor) and Epic Helicopters, LLC, a Texas limited liability company
(Former Lessee) entered into City Secretary Contract (CSC) 46439, a Hangar and Ground Lease
Agreement for Lease Site 51S at Fort Worth Meacham International Airport (Lease).
Lease Site 51S consists of a 22,500 square foot hangar, 6,900 square foot office, and 124,015 square
feet of ground space. The initial term of the Lease commenced on March 1, 2015 and expires on
February 28, 2025. In addition to the initial term, the Lease provides the option to renew upon
expiration of the initial term. Renewal options allow Lessee three (3) consecutive options to renew for
successive terms of ten (10) years each.
On September 26, 2023, at the request of Lessee, and through Mayor and Council Communications
(M&C) 23-0822, City Council, authorized execution of CSC 46439 CA1, a consent to assignment of
the Lease from Former Lessee to FTW Hangar 51-S, LLC (Lessee) and Lessee assumed all of
Former Lessee's leasehold interest and obligations under the Lease.
On or about August 6, 2024, Lessor performed an inspection of Lease Site 51-S to approve
mandatory improvements required by the Lease. It was during this inspection that staff, through the
Aviation Systems Director, determined that item "b) Remove wood between hangar door tracks,
replace with concrete," listed on Exhibit B of the Lease, is unnecessary; thereby is recommending to
City Council to release Lessee of this mandatory improvement obligation through Amendment No. 1.
Amendment No. 1 would replace Exhibit B, in its entirety, with a revised Exhibit B.
On August 28, 2024, staff received a request from Lessee to consent to an assignment of the Lease to
FTW Holdings, LLC. Upon City Council approval, FTW Holdings, LLC will assume the leasehold
http://apps.cf vnet.org/council_packetlmc review.asp?ID=32582&councildate=10/15/2024 10/16/2024
M&C Review
Page 2 of 2
interest and obligations associated with the Lease. 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.
Under the current agreement, Lessee remits the amount of $92,366.85 annually to the City, payable in
monthly installments of $7,697.24 for the hangar, $64,680.33, payable in monthly installments of
$5,390.03 for the office and $58,287.05, payable in monthly installments of $4,857.25 for the ground.
After the assignment, FTW Holdings, LLC will remit the same amount and be subject to the provisions
contained within the original agreement.
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 recommendations and execution of
the lease agreement, 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 I
Department I Account f Project I Program I
Activity Budget I Reference # I Amount
ID I ID Year I (Chartfield 2)
FROM
Fund I Department i Account I Project I Program i Activity Budget I Reference # I Amount
I ID ID Year (Chartfield 2)
Submitted for City Manager's Office bv: Valerie Washington (6199)
Oriqinatinq Department Head: Roger Venables (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101240072 sianed.ndf (CFW Internal)
Form 1295 Certificate 101256326-sian.13df (CFW Internal)
Location Map.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32582&councildate=10/15/2024 10/16/2024
c1TY SECRETARY
C014TRAGTNo.
FORT 'WORTH M EACHAM INTERNATIONAL AIRPORT
HANGAR AND GROUND LEASE AGREEMENT
LEASE SITE 518
3951 LINCOLN AVE
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 EPIC HELICOPTERS, LLC ("Lessee', a
Texas Limited Liability Company, acting by and through Brian W. Dunaway., its duly
authorized Manager..
AGREEMENT
In consideration of the mutual covenants, promises and obligations contained herein; the
parties agree as follows:
1. PROPERTY LEASE, D.
1.1 Description of Property to be Leased
Lessor hereby demises to Lessee 124,015 square feet of ground space ("Ground Space"),
including a 29,400 square foot hangar ("Hangar") at Fort Worth .Meacham International
Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 515,
also blown as 3951 Lincoln Ave, ('Premises" ), as shown in Exhibit "A", attached hereto
and made a part of this Lease for all purposes.
1.2 Occupation by Lessor
1.2.1 Space to be Occupied
m Lessor will occupy 6,900 square feet of office and storage space {"Offiice Space")
rn within Hangar during the renovation of the Meacham Administration . Building.
c During. Lessor's occupation of Office Space, Lessee agrees to allow Lessor, to
v remain in Office Space on a month -to -month tenancy until the date 'tbat Lessor
abandons use of Office Space, which shall occur no later than ninety (90) days after
the Certificate of Occupancy is issued for the Meacham Administration Building.
►-j Lessor agrees to maintain the interior Premises occupied by Lessor in good operating
condition.
1.2.2 Parkin
Lessee shall be entitled to twenty (20) designated parking spaces upon
mutual agreement of the parties in the vicinity of I3angar until the date that
Lessor abandons use of Office Space.
);picHelicopters, LLC
Hangar and Ground Lease —Lease Site 5IS
Fort Worth Meacham international Airport
Page i of26
1.2.3 Utilities
Lessor shall be responsible for payment of all utilities attributable to Hangar
until the date that Lessor abandons use of Office Space pursuant to the
requirements of Section 1.2.1,, except that Lessee shall be solely responsible
for payment of any and all utility expenses incurred by the use of heaters
within Hangar.
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Term") shall continence: at 12:00 a.m. on
March 1, 2015 ("Effective. Date") and expire at 11:59 P.M. on February 28, 2025,
unless terxrunated 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 three consecutive
options to renew this Lease, each option for an additional successive term of ten
years ("Renewal. Term") at a rental rate calculated in accordance with Section.3.1
of this Lease and on terms and conditions that may be prescribed by Lessor at the
time. Lessee shall 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
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.
2.5. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month -to -month tenancy. In this event, for and during the
holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the
rates provided by Lessor's Schedule of Rates and Charges or similarly published
schedule in effect at the time of the Holdover.
3. RENT.
3.1. Rates and Adiustments
l pie Helicopters, UC
Hangar and Ground Lease —Lease Site 518
Fort Worth Meacham International Airport
Page 2 of26
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 l.,
2015, and on October lst 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 Bay Rate (22,500 square feet)
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 Bay, Sixty Seven Thousand live Hundred Dollars and No
Cents ($67,500.00), at a late of Three Dollars and No Cents ($3.00) per
square foot, payable in equal monthly installments of Five Thousand Six.
Hundred Twenty Five Dollars and No Cents ($5,625.00).
3.1.2. Hangar Office. Space Rate (6,900 square feet)
(Lessee is exempt from this rate as long as the Lessor occupies the Office
Space)
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, Forty Eight Thousand Three hundred Dollars and No Cents
($48,300.00); at a rate of Seven Dollars and No Cents ($7.00). per square
foot, payable in equal monthly installments of Four Thousand Twenty Five
Dollars and No Cents ($4,025.00).
3.1.3 Ground Rate (124,015 square feet)
(Square footage will be decreased to 93,935 square feet while the Lessor
occupies the Office Space and parldng lot.)
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, Thirty Two Thousand Eight Hundred and
Seventy Seven Dollars and Twenty Five Cents ($32,877.25), at a rate of
Thirty Five Cents ($0.35) per square foot, payable in equal monthly
installments of Two Thousand Seven Hundred Thirty Nine Dollars and
Seventy Seven Cents ($2,739.77).
Epic helicopters, LLC
Hangar and Ground Lease —Lease Site 51S
FortWorth Meacham InternationalAirport
Page of26
3.2. Five -Year Ground Rate Adiustments
In addition to the Annual Rent Adjustments, on October 1, 2020, and every fifth
(5u') year thereafter for the remainder of the Initial and renewal terms, 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 Hangar Rate Adjustments
.Every tenth (10d) year for each Initial and Renewal terra of the lease, the Hangar rate
shall automatically be adjusted to equal the then appraised. 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. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month..
Payments must be received during normal business hours by the due date at the
location for Lessor's Aviation 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 (10th) 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% o) pox 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 writing, and
also requests and receives in writing approval fiom Lessor's Director of Airport
Systems or authorized representative ("Director"). The improvements approved
shall be referred. to as "Mandatory Improvements", as referenced in IJxhibit "B"
4.1.1. Lessee shall cominonce. construction of Phase I . within six (6) months
following the execution of this Lease. Improvements shall. be completed no later
than eighteen (18) months after construction commenced. Phase Ii improvements
shall be completed within twenty four (24) months after Lessor vacates the facility.
Epic Helieopters, I,LC
IIangar and Ground Lease —Least Site 51S
F ort 4irorth Meaeham International Airport
Page 4 of26
4.1.2. At the completion of construction, Lessee shall provide to the Lessor; a copy
of the Certificate of Occupancy, a complete set ofRecord Drawings and/or As -Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Mandatory Improvements.
4.1.3. During the construction of the Mandatory Improvements and the anticipated
new office space, Lessor shall permit Lessee and its customers to use the restiroorn
facilities located in the Office Space. Said restroom facilities shall be available to
Lessee at all times (twenty-four hours a day, seven days a week).
4.2. Discretionary ImArovements.
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
My 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 Aymroval of Plans.
Lessee's plans for .construction of the Discretionary Improvements shall conform to
the City'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 Reauired of Lessee.
E, pie Helicopters, LLC
Hangar and (wound Lease— Lease Site 5rS
Tort Worth.Meaeharn International Airport
Page 5 of26
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with. Texas Government Code,
Chapter 2253, as amended, in the full amount of each construction contract or
project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all
applicable requirements, terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) full
payments to all persons, firms, corporations or other entities with whom Lessee has
a direct relationship for the construction of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
as 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 entitledto 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 faithfizl performance and completion of all construction work in accordance with
the final plans and specifications as approved by Lessor, and (U) 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 Wolf.
Lesson wilt 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
constnrction 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
I: pieFIelieopters, LLC
Hangar and Ground Lease —Lease Site 51 S
TortWorth Meacham International Airport
Page 6 of26
contractor has completed its work and released Lessee to the extent of Lessee's,
payment for such work, including bills paid affidavits and final waivers of liens.
Any unused amounts in the cash deposit account will be refunded to Lessee upon
final completion of the construction work.
5. USE Or' PRE, ARSE, S.
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 hereby covenants
and agrees that it will not restrict aircraft, vehicle, or pedestrian ingress or egress to Hangar
50S. 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. All written agreements executed by Lessee to Sub lessees 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; (R) 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 on reasonable terms and without unjust discrxinination. 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. Lessee hereby agrees. to notify Lessor in writing when
Lessee enters into any sublease for a period greater than thirty one (31) days, with any
business that is required by Lessor to obtain an operating permit in accordance with Lessor's
published Minimum Standards.
6. REPORTS, AUDITS AND RI CORDKEEPING
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 Lessees 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 Sponsoes Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIIt;S.
Epic Helicopters, LLC
Hangar and Ground Lease— Lease Site 51S
Dart Worth Meacham International Airport
Page 7 of20
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses. required for the installation of meters.
Lessee further, covenants and agrees. to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment; and other electrically -
operated equipment which may be used on the Premises shall fully comply with Lessor's
Mechanical, Electrical, Plumbing, Building and. Fire Codes ("Codes" ), .as they exist or may
hereafter be amended.
8. MAINTRNANCE 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, tirade 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 leafing 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.
Epic helicopters, LLC
Hangar and Ground Lease —Lease Site SrS
Yortworth Meacham International Airport
page 8 of26
8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants
or employees, to inspect the. Premises. Bxcept in the event of an emergency,,
Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall. use its best efforts to provide Lessee at least two (2) hours'
notice prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that. Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to begin such maintenance or repair
work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a.
reasonable time, considering the nature of the work to be done. If Lessee
fails to begin the recommended maintenance or repairs within such time or
fails to complete the maintenance or repairs within a reasonable time, Lessor
may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the
maintenance or repairs, and such reimbursement will be due on the date of
Lessee'snext monthly rent payment following completion of the
maintenance or repairs.
8.3.3. Dining 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 Pxemises 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 fireextinguishers of a number and type approved by the Fite
Marshal or his or her authorized agents for the particular hazard involved.
8.4. Environmental Remediatioin.
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 WE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, ,STATE OR LOCAL
Epic Helicopters, LLC
I3angarand Ground Lase —Lease Site SiS
TortWorth Meacham International Airport
Page 9 426
!
I
ENVIRON,tV.IENTAL .REGULATION OR STANDARD 'THAT IS CAUSED BY
LESSEE, ITS OFTICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain. signs on theexterior of the Premises related to Lessee's business operations.
Such signs, however, mustbe, 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 ally 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
navigational or navigational aids used at the Airport.
1.0.2 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 funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to
resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
Upie Helicopters, LLC
Hangar and Ground Lease —Le eSite51S
Fart Worth Meacham international Airport
Page 10 of26
the date such Limitation commenced; and (ii) the term of this Lease shall be
extended, at Lessee's option, for a period equal to the duration of such Limitation. If
the Limitation .lasts more than one hundred eighty (180) days; then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4 Durbig 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 Rom 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 (1.80) 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 Limitationhas directly caused Lessee a material loss in revenue;
(H) 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 (ii!) 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, ox (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 mid
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsofs 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
Epic Helicopters, LLC
Hangar and Ground Lease -lease Site 51S
Fortworth Meachnm International Airport
Page I of26
which allows utility companies to use publicly -owned property for the provision of
utility Set vices.
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, Employces 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 andfor personal property of its own or in its
care, custody or control.
11.1. Adilustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and.increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to.
cover Lessee's and any Sublessees' operations at the Airport, Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall filrnish
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.
Rpie Helicopters, I LC
Hangar and Grotmd Lease — Lease Site 513
Fortwortll McFkcham internatloual Airport
Page 12 of26
1.1.3. 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
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 frothing herein shall be construed as the creation of a partnership
or joint enterprise between Lessor and Lessee.
13. INDENEWICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY OF ANY
,MIND, .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
T13E LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR .LOCATION
OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NF,GLIGFNCE 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, WZTHOUT WAIVING ANY
DEFENSES PROVIDED BYLAW, HEREBYVVDEMNIFY, HOLD HAR112LESSAND
DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
.FROM AND ' AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS, INCLUDING ALLEGED DAMAGE OR LOSS TO
LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS, ANDIOR
PERSONAL INJURY, LNCLbWA G DEATH, TO ANYAND ALL .PERSONS, Or, ANY
I00 OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR
Lpie Helicopters, LLC
Hangar and Ground Lease -Lease. Site 5IS
Fort Wortk Neacham International Airport
Pao 13 of26
IN CONNECTION WITHLESSEE'S USE OF THE AIRPORT TINDER THIS LEASE
OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR
LOCATION OF 71fE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICE RS A GE NTS, SERVANTS OR EMPLOYERS.
LESSEE ASSUMES ALL RESPONSIBILITY A ND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY 117MCII
ARISE OUT OF OR IN CONNECTION WITIIANYAND ALL ACTS OR OMISSIONS
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR _ WTEES, EXCEPT TO THE .EXTENT
CAUSED BY TIME GROSS NEGLIGENCE OR INTENTIONAL WSCONDUCT OF
LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES:
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
,SUBLESSEESOR THEIR PROPERTY.. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH .ALL
.APPLICABLE REGULATI0NS OF T11E FAA RELATING TO AIRPORT SECURTTE
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 A IR P OR T FR OM THE PR EMISE S.
14. TERAMATION.
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 Chartres.
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
I+ pic IXclicopters, LLC
Hangerand Ground Lease —Lease Site 51S
Fortworth Meacham international Airport
Page 14 of26
Lessee fails to cute the breach or default within.'such time period, Lessor shall have
the right to terminate this Lease immediately.
14.3. Abandonment or Aron -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than tl±ty
(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 Exviratiou.
Upon termination or expiration of this Lease, all lights, 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 if will assert no claim of
any kind against Lessor, its agents, servants, employees or representatives, which
may stern. from Lessor's termination of thi4 Lease or any act incident to Lessor's
assertion of its right to terminate or Lessor's exercise of any fights granted
hereunder.
15, NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been. delivered when (i) band -delivered to the other party, its agents, employees,
servants or representatives, or (R) deposited in the United States Mail, postage prepaid,
addressed as follows:
To LESSOR:
City of Fort Worth
Aviation Department
Epic Helicopters, LLC
Hangar and Ground Lean;— Lease Site.51S
Tort Worth Meacham International Airport
Page 15 of26
To LESSEE:
Epic Helicopters, LLC
AT IN: Brian W. Dunaway
4201 N Main St, Suite 200
Fort Worth TX 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
3951 Lincoln.Ave
Fort Worth, Texas 76106
Phone: $17-625-1800
With A Copy To:
Melanie A. Gee, Esq.
5139 Monticello
Dallas, Texas 75206
Phone: 214-520-2787
Fax: 214-522-8222
Lessee shall have the right to sublease pot dons of the Premises as provided by and
.n accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell,
convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and.
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the
same as if it had originally executed this Lease. The failure or refusal of Lessor to
approve a requested assignment or sublease shall not relieve Lessee of its obligations
hereunder, including payment of rentals, fees and charges.
17. LIENS BY LESSEE'
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor.. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall'liquidate and discharge the same within thirty (30) days of such. creation or
filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shalt 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.
Bpie Helicopfers, LLC
Hangar acid Ground Lease —Lease Site 51S
ForMorth hicaeham Liternational Airport
Page 16 of 26
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 filnther agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in. any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, as such laws, ordinances, rules and regulations exist or may
hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee and its officers, agents, employees, contractors,
subcontractors, licensees or invitees shall immediately desist from and correct the violation.
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 fiom 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.
Epic Helicopters, TLC
Hangarand Ground Lease —Lease Site SIS
Dort Worth Meacham International Airport
Page 17 of26
21. LICE' NSES AND PERM[TS.
Lessee shall,. at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any -right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law ox 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' t + E' S.
In the event there should be a breach ox 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. SEVF. R"ILITY:
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
asset 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,
includirt&but not limited to, compliance with any government law, ordinance or. regulation,
Epie Helicopters, LLC
Hangar and.Ground Lease-- Lease Site Sr5
FortWorth Meacham International Airport
Page 18 426
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.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this. Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
30. SIGNATURE, AUTHORITY.
The person signing this Lease hereby warrants that he/she has the legal authority to execute
this Lease 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 Lease or any
amendment hereto.
[Signature Pages Below]
Epic Helicopters, LLC
Hangar and Ground Lease —Lease Site 51S
Fort wortt4 MeacLam International Airport
Page 19 of26
IN WITTNE.S8 WIWAOF, the parties hereto have executed this Agreement in multiples on this
the & day of 2015.
CITY OF FORT WORTH:
By: ea,
Fernando Costa
Assistant City Manager
Date: z'r—hr
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.
WEN UNDER MY HAND AND SEAL OF OFFICE this %� day
2015.
o�"�"r'rP"'�� EVONIA DANiEIS
t� �;
Notary Public. State of Texas
My Commission Expires
July 10.2017 f
APPROVED AS TO FORM
AND LEGALITY:
By:
Assistant ity Attorney
M&C: it f
Date: a - 1) -- aclS
Epie Helicopters, LLC
Hangararnd Ground Lease —Lease Site SIS
Tortworth Meacham International Airport
Page20 of26
11-12
4trar"yPuMblhc in and for the State of Texas
ATT.
I0
LESSEE:
EPIC HELICOPTERS, LLC
By:
Brian W. Dunaw y, Manager
Date, Fe>rU 13. 2 of 5'
STATE OFL�?�-S §
COUNTY OF `TQ W4
By:
ATTEST:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Brian W. Dunaway„ 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 Epic
Helicopters, . LLC and that he executed the same as the act of Epic Helicopters, LLC for the
purposes and consideration therein expressed and in the capacity therein stated.
CrNEN ER MY HAND AND SEAL, OF OFFICE this � day
' b ,2015,
044001" ANNE-MARIE STOWE
a?' `^'s Notary PUblie, State of Texas
f: My Commisslon Expites
' rEoi4�: may 01, Iola
rVn X,
Epit Helicopters, LLC
Hangar and Ground Lease —Lease Site SiS
Fortworth Meacham International Airport
Page21 of26
Notaryelemor the State of Texas
EXHIBIT A
REAL PROPERTY DESCRIPTION
FOR
MEACHAM AIRPORT LEASE 51-S
A parcel of land situated itl Block 3, Meacham Airport as recorded in Cabinet A, Slides 2445-
2447, plat Records of Tarrant County, Texas, and being more particularly described by metes
and bounds as follows:
Beginning at a mark "X" cut in a concrete driveway approach for the northeast corner of herein
described parcel having surface coordinates of 6981613.34 E 2317727.69; said coiner bears
North 19 degrees 49 minutes 03 seconds West, 182.93' feet from a 1/2" .iron rod found (C.M.)
lying in Lincoln Avenue;
Thence: South 18 degrees 05 minutes 21 seconds West, 57,51 feet to a 5/8" iron rod set with a
red plastic cap stamped "CITY OF IT. WORTH SURVEY DIVISION" (all 5/8" iron rods set so
capped) at the beginning of a non -tangent curve to the left having a radius of 94.0 feet,
Thence: with said curve through a central angle of 39 degrees 12 minutes 21 seconds, an are
length of 64.32 feet whose chord bears South 01 degrees 31 minutes 01 seconds East, 63.07 feet
to a 5/8' iron rod found with a red plastic cap stamped "CITY OF IT. WORTH SURVEY
SECTION" at its end;
Thence: South 21 degrees 06 minutes 01 seconds East, 76.11 feet to a 5/8" iron rod found with a
Ted plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at the beginning of a j
non tangent curve to the right having a radius of 190.0 feet;
r
Thence: with said curve through a central angle of 22 degrees 43 minutes 06 seconds, an arc
length of 75.34 feet whose chord bears South 09 degrees 26 minutes 25 seconds East, 74.84 feet
to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY
SECTION" at its end;
Thence: South 87 degrees 43 minutes 46 seconds East, 4.92 feet to a 5/8" iron rod set lying on
the westerly right-of-way line of Lincoln Ave (60,0' right-of-way per said plat);
Thence: South 02 degrees 16 minutes 14 seconds West, 288.04 feet to a 5/8" iron rod set at the
.southeast corner of herein described parcel;,
Thence: North 89 degrees 23 minutes 49 seconds West,114.59 feet to a 5/8" iron rod set at the
beginning of a non -tangent curve to the left having a radius of 146.50 feet;
Thence: with said curve through. a central angle of 64 degrees 00 minutes 42 seconds, an arc
length of 163.67 feet whose chord bears North 51 degrees 22 minutes 40 seconds West, 155.29
feet to a 5/8" iron rod set at its end;
Rpm Helicopters, LL:C
Hangar and Ground Lease— Lease Site 51S
Fort.Worth Meacham International Airport
Page 22 of26
t
Thence: North 08 degrees 43 minutes 46 seconds West, parallel with and 65.50 feet easterly
from the centerline of Taxiway B as noted on said plat 379.20 feet to a 5I8" iron rod set;
Thence: North 80 degrees 40 minutes 44 seconds East, 132.09 feet to a 5/8" iron rod set at an
interior ell corner;
Thence: North 03 degrees 45 minutes 24 seconds West, 46.53 feet to a mark "X" set in concrete;
Thence: North 86 degrees 14 minutes 36 seconds East, 149.49 feet to the Place of Beginning
containing 2.847 acres of land.
Surveyed on the ground on September 24, 26 and 29 of 2014.
Basis of bearings: S1v1ARTnet Texas R.T.K. Network System, N.A.D. 83, North Central Texas
Zone.
Note: In accordance with the Texas Board of Professional Land Surveying, General Rules of
Procedures and Practices, 663.19(9), this "report" consists of the hereon real property
description, and a Map of Suzvey being attached herewith.
Eple Helicopters, LLC
Hangar and Ground Lease— Lease Site 51S
Fortworth Meacham International Airport
Page 23 of 26
Ektilliu "A"
REAP. PROPERTY MAP
FOR
MEACHAM AIRPORT LEASE 51-S
THOIM!+5 t'116K9 rS-MVff-Y
A-020
�S
Jq .{
OS
S •41ALL¢tNli^,
t F a,Di Ls
6Klso �,� �„.%a , LLASC 51-5.• ii t
CUM TAnLP
;C1
tI„14G??!
'Pi^N Al•2229'tiY
Tnz9•
c?
11^'190.6` (9UTjv T9aA`
t.1A Y 4'.0.11'
1%A SYi.211�
'c!f-5. G17i a r' c
6Y.9T'
UNrITAnLC
Lt. S arwub E 4.5i•
(2.'N 0145-k4-. N Agbr
L.I•+ S .1 w ST.51'
IA- S G9•/e•ie- W is.8-y
t.O1L N 4,a.Nrvoawh H TM9, 9wJ •1 V,d,,.wu Sur t:unryt!y.
MxN lW,s .I.lielN„r �'P„rliea.. 46i.1i(il. TtY •iipui"
cvdsl. M w w.,a u� .M� M+,s� .,M -nv aW^.'>T •+,v¢1v.
�.� YEaC7i4b -NRPogr
LOAG .AVB;'
vrcfrzrr.Y HAP Jwr s
sLOCIC s
MEACHAIA A.tRPonr-
•Ch3tINET Ar, -'J" G1D1".3"Z"+ 5-•;a447
P,R;,T.C.a.
o
ti
-LEGEND
a nemwn; -w vv ww r mo naun;z "wrm A
WFtYCT �ON-
y !/a'vet onaorSs'w aJb' SIMK aG•sn inns w
IKO atAiTlo CAP 5TA7aVC0 'C1M Of R. WDRitI
SSI.M,i• p(.v.90N•
IC-7w7 VEND A; A CNRAOU Hd 40WQ9W
1
,
AyPHN;T
Y '
•
} A5HW.T
�• �+
.
5
w
MA%CKAM LEASE SITE.. *I-$
SITE)JLM 7 IN BLOCK a,. mtACHAM. Ate powr,
a as ; 5
'' G� „ j
ACCORBING To FLAT RECORl)E.P IN
,q
! 1 °•
tyl
)- +
OASINEr A, SUDn 2440-:--447,
EiI:QCK $
SLAT RBCCRVS or TARit&w COUNT 'rk;x sr.
-� •aj",»�
I,UEACHAM, A7Rp011T
CABINET A, SLIMS 2445-944'Y
ll(
' : '!
.r
IA+[+ J3epw.d ty Shvn R pk.,Nrrr•C.S'7, Ay'lDt9�tJiCSj
MMI) CMC..X
A'OR4 TYtJRi
M51S OP fKWlt,GS. S UARr—k 7EXAS; R.LN. NEMORX SYSTE7!_
- NX.o. 6Y_ zmFtr". Ctx mt- TLUAs zoNe
OtSrOMES>f C413VHD MERSVICEIJEVi3.
ya O as ttla 79tl
SURrfYED CH THE r."um .SPPi 24. ZG')Yo R7E"10 14.
Upicrrelicopters, LLC
Hangar and Ground Lease- Lmc Sites ZS
rwrt Worth Mcneham international Airport
Page24 of26.
Y
TsmispDfls(]oN &'Py(;lJc k'01Re RcpL
. Suf►.eylpR SS�orviCrY
o�-IG n..ve..7ari .KiAt� �`- tea'
DRAWN BY SRC FlIE ND_ e8 rta t
EXMIT 4W
MANDATORY 1WRO'VEMENTS
LEASE SITE 518.
All mandatory improvements for Lease Site 51S as detailed below, must be completed in accordance
with Section 4 of -the Lease.
Improvements requested by the Aviation as well as Phased improvements proposed by Epic Helicopters
shall be completed per the schedule outlined below.
Phase 1 Mandatory Improvements to be completed with eighteen months after
construction commences are as follows:
a) Repair damaged insulation inside of hangar.
b) Remove wood between hangar door tracks, replace with concrete.
c) Paint hangar exterior.
d) Paint or replace guttersh un/downspouts.
e) Remove any old signage and replace with new signage
f) Repair damaged hangar doors and replace hangar door weather stripping.
g). Install greenery and landscaping along the lease frontage to Lincoln Ave.
h) "Repair any small openings: in building's external paneling and or water leaks
i) Remove the numerous louvers toward the south end of the hangar and cover the
openings.
j) Update radiant heater thermostats. Replace any rusted natural gas lines feeding the
heaters..
Phase 2 Mandatory Improvements shall be completed within twenty four .(24) months
after Lessor vacates the facility:
a) Repave, repair and stripe the main parking lot.
b) Install new parking lot lighting.
In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or
conditions of these Mandatory Improvements in any way, an Amendment to the Lease shall be signed
and dated by both Lessor and Lessee and shall be attached to and made a part of the Lease and shall
supersede the previous terms, provisions, and specifications as specifically identified Ilpon issuance of
the Certificate of Occupancy Lessor shall take full title to the Mandatory Improvements on the Premises
(except as to signage).
Epic Helicopters, LLC
Flangar and Ground Lease— Lease Site 51S
FortWorth Meacham International Airport
Page 25 of26
Category
Fi)(ed.Basa:Operatols'.(FBO:s)
4jftraft M4Intenence.pperat9rand
Av)66rc.b4r ns'tru men p eWenanc(i
'O erator"Pistai
P Ircraft=tilalrtenartca Op.eratorand
PNtarics:ot I,�sirurirerttMNFltersmce,
QoeTatar=l"urbine
14y(arifc3:sr-Q InatrumsnFMainte/�rfpe
dperatbr-(Benph,work:Qnly)
AiFcraft`Rentai ot.f-liglitTraTnlrig
owator,
lG�iatt;:t�rartei:or`. FUioraiE
M anegem bntopera46r..
Nroraft Sales' 0pe-rAor
Airci-aftiSforege�Operalbr
AVi�(oh �etvice Sde°ProlirieYar•
ogre[' Cvmmerpial�AeronauGcad
p,'rtlYities
TempocarySpsclalized>Aviattorr
Secvios.:Operetor
Non-Coirirriercial Ple€r9arLessee
Non-Eamfnerclal Flying'Ciub
Non-G%)mmercia(-Self-Fueling
PerrnUeCdet Fuel.andki•Avaas)
iVolrGotnrrtertiaiSel(-Fue1g
Pemrttee•
fAlterna$veFUels' iii#: mbaas)
T--Hangar:crc6m'rrunit9.t adger
EXMIT `CC„
City of Fort Worth
Aviation Insurance Requirements
Commercial Environmental Automobile.Liabift .(To
Properly Flange t<eepers Aircraftand Passenger
General LiImpairment_ include Hired& Non=owned
Insurance Liab)4ly abtlityt Uablitty Liability Yehicleas);6
Yes $510001000 $51000,000 - $1,000,000 $. 1,000{oo0
�s $1,000,000 $1,000,600 $ 1,00006
.1
5 $51000,060 $1,060,000
•5 11,000;000
-s
$1,000,000�
-5
.5 .$ r,000.000
's
$1,000,000
.5
-s ;$:1;000,000 $1,000,000
=5 $s;aoQ.oe-''5,v00000 9
:5 $'1,006,0062
$1 AO0,000
$1.,000;0OD
-5
>s
-s $ 1,000,000
•5
'5
$ 1 A00,000
$: 11040W
$1,000;000/o=rrerice
$100;000/passenger
$5,000,0001o6crrrrence $
$500;0001passenger
$1;000',000%occurrence
$100,000/passenger
$1.;000;00%ccwence.
$100,0001pasganger4 $
$300,000loccurrence $
$300,0001occurrence :$
.$$00,000/occurrence $
$.1,000,0001occurrence $.
$100,000/passenger
$1,000.060. $300:0o0roccurrence $:
$500,000 $300,000/6ccurrence $
$.300,000%occurrence $
1,000,000
1,009,000
1,000,000
1,000;000
.250,000
1,000,000
1,000,000
1;000;000
1,000,000
1.000.000
other 'insurance regttire,tents subjectto determination by. -Aviation Department and Risk'Wriagemont:
Additional insurance Requirements-
-Lessee's p9liciesar0 to be primary to •any other valid and collectible.insurance.evailable to the Gay
-Al polldes'shall include:a Waiverof Sabrogatibrr in favor�of tfis bity (Temporary. SASO'.must also. Include -Airport Lot see)
iThe:Gl',ty:of Fort Worth shall be named'as Additional Insured .(temporary SASO must also }nclude.`Alrport Lessee)
-Pdictessha4 haye:no'exclustons ti_ endorseinant, which. neithernullifyoramend the required lines of• coverago.'nor-decrease:the Ilmits:.of said coverage
1, Cdueraoe per aircraft should be equivalent to the a rerago:a;ircrattvalue.at one time and,.cwerage per occurrence should be 8qunrelent,to ihe:average of the
ma dmum value•of told alrcraft'af one fime, but not lass that the amourit noted above
24Must include Negligent. Instatction,Goverage
3 If,aircraft storage:operator iS: prgdiding'subleasing'space Tar aircraft storage.
4 Only required for those prabding flight ins"oon
5`Depends 'on terms -of -the lease egreernent
a. If vehicle Barked lar16ide -State minimums would apply
Avtatlon'Mint'mum:SEandards, "City: of FortWodhAviation Deparfinent(()Wl /2014)
Epic Helicopters, LLC
Hangar and Ground Lease —Lcase Site 51S
Fort Wordt Meacham Intet national Airport
Page20 of26
25o,DOD
250.000
CSC No. 46439-A1
AMENDMENT NO.1
CITY SECRETARY CONTRACT NO. 46439
FORT WORTH MEACHAM IPTERNATIONAL AIRPORT
HANGAR AND GROUND LEASE AGREEMENT
LEASE SITE SIS
39SI LINCOLN AVE
This AMENDMENT NO. 1("Amendment") is made and entered into by and between the CITY
OF FORT WORTH ("Lessor"), a Texas home rule municipal corporation acting by and through Valerie
Washington, its duly authorized Assistant City Manager, and FTW HANGAR 51-S, LLC ("Lessee"), a
limited liability partnership, acting through Brian W. Dunaway, its duly authorized Manager.
RECITALS
WHEREAS, On or about February 16, 2015, Lessor and. Lessee entered into City Secretary
Contract ("CSC") No. 46439, a Hangar and Ground Lease Agreement for the lease and use of real property
known as Lease Site 51-S and any improvements and facilities thereon ("Leased Premises") at Fort Worth
Meacham International Airport ("Airport"). The Lease is a public document on file in Lessor's City
Secretary's Office and are incorporated herein for all purposes;.-
WHEREAS, On September 26, 2023, at the request. of Lessee, and through Mayor and Council
Corrnnunicati.ons (M&C) 23-0822, City Council, authorized execution of CSC 46439 CAI, a consent
to assignment of the Lease from Epic Helicopters, LLC to FTW Hangar 51-S, LLC and FTW Hangar
51-S, LLC assumed all of Lessee's leasehold interest and obligations under the Lease;.
WHEREAS, the Lease requires certain mandatory improvements as listed on Exhibit B of the
Lease, tivhich includes removing wood between hangar door tracks and replace with concrete;
WHEREAS,. the Lessor, through the Aviation Systems Director, performed an inspection of the
hangar door and determined that replacing the wood planks between the hangar door tracks with concrete
was unnecessary;
WHEREAS, Lessor and Lessee now intend to amend CSC 46439, Exhibit B to remove the
mandatory improvement requirement of replacing the wood planks on the hangar doors and replace with
concrete;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Lessor and. Lessee hereby agree as follows:
1.
The Agreement is hereby amended by deleting Exhibit B, "Mandatory Improvements Lease Site 51 S"
of the Agreement in its entirety and replacing it with the following:
Fort Wortli Mcacham International Airport
FTW HANGAR 51-5, LLC
Amendment No. I to CSC No. 46439
Page lof6
EXHIBIT , li"
MANDATORY EMTROVEMENTS
LEASE SITE 51S
All mandatory improvements for Lease Site 51 S as detailed below, must be completed in accordance with
Section 4 of the Lease.
Improvements requested by the Aviation as well as Phased Improvements proposed by Epic Helicopters:
shall be completed per the schedule outlined below.
Phase 1 Mandatory Improvements to be completed with eighteen months after construction
commences are as follows:
a) Repair damaged insulation inside of hangar.
b) Paint hangar exterior.
c) Paint. or replace gutters/triin/downspouts.
d) Remove any old signage and replace with new signage
e) Repair damaged hangar doors and replace hangar door weather strippmg.
f) Install greenery and landscaping along the lease frontage to Lincoln Ave.
g) Repair.any small. openings in building's external paneling and or water leaks
h) Remove the numerous louvers toward the south end of the hangar and cover the
openings.
i) Update radiant heater thennostats. Replace any iusted natural gas lines feeding the
heaters.
Phase 2 Mandatory Improvements shall be completed within twenty four.(24) months after
Lessor vacates the facility:
a) Repave, repair and stripe the main parking.lot.
b) Install new parking lot lighting.
In the event that Lessor and Lessee agree to deviate froin the terms, provisions, specifications or conditions
of these Mandatory Improvements in any ivay, an Amendment to the Lease shall be signed and dated by
both Lessor and Lessee and shall be attached to and made a part of the Lease and shall supersede the
previous terms, provisions, and specifications as specifically identified. Upon issuance of the Certificate
of Occupancy Lessor shall take fitll title to the Mandatory Improvements on the Premises (except as to.
signage).
Fort Worth Meacham Intemational Airport
FTW HANGAR 51-S, LLC
Amendment No. 1 to CSC No.46439
Page 2 of 6
2.
All other terms and conditions of the Lease shall remain in full force .and effect.
3.
The statements set forth in the recitals. above are true and correct and form the basis upon which
Lessor and Lessee have entered into this Agreement. The. Lease is a public document on file in
Lessor's City Secretary's Office and is incorporated herein by reference for all purposes.
4.
All otlier provisions and conditions of the Lease that are not expressly amended herein or directly
in. conflict with the provisions and conditions of this Amendment shall remain in full force and
effect..
[Signatures on FoU vingPages]
Fort Worth.Meacham intemational Aitpott
FrW HANGAR 51-S, LLC
Amendment No. 1 to CSC No. 46439
Page33 of6
IN �NESS WHEREOF, the parties hereto have executed this Agreement in multiples on
this the M"dayof 2024.
CITY OF FORT WORTH:
wm a
By: Valerie Washington (Oct 23,202414 32CDT)
Valerie Washington
Assistant City Manager
Date:
10/23/2024
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
,G,rj7�.�Nj,, �U�N�DER MY HAND AND SEAL OF OFFICE this 5q5' day
flsnrtr��jjfJj , 2024.
*r�R•9
Notary Public in and for the tate f
Texas
APPROVED AS TO FORM
AND LEGALITY:
Cayrdacp, �. guava
. By:Can6M,-Pagiiaia.iQd1,-, 41251COT1
Candace Pagliara
Assistant City Attorney
M&C: 24-0876
Approval Date: 10/1512024
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No.1 to CSC No. 42846
Page 4 of 6
ATTEST:
By:
Jannette S. Goodall.
City Secretary
Form 1295:2024-1207235
i
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this contract, including ensuring all peiformance and reporting requirements..
Sa��tLza-�o�a�iuuy
Barbara Goodwin
Real Property Manager
DIRECTOR APPROVAL:
Aaron l (Oci22,20S2413VCDT) On behalf of
Roger Venables
Aviation Systems Director
[Signatulvs on Follo►ving Pages]
Fort Worth Meacham International Airport
FTW HANGAR 51-S, LLC
Amendment No. I to CSC No. 46439
Page 5 of 6
LESSEE:
FWS HANGAR 51-S, LLC
By:i^
Brian W. Dunaway
Manager
Date: 09/12/2024
STATE OF TEXAS §
COUNTY OF ARR ANTI Hidalgo §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Brian W. Dunaway, ltnown to rile to be the person whose name is
subscribed to the foregoing instrument, and aelmowledged to me that the same was the act of FTW
HANGAR 51-S, LLC and that he executed the same as the act of FTW HANGAR 51-S,. LLC for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 12th day
September , 2024.
tlq�Gfi/,�
"INuNUhI
P4ai/�� Eduardo Estevane Jr
Notary Public in and for. the State of Texas
ID NUMBER
g *.134871441
�4rF nz SAP\� COMMISSION EXPIRES
APM 25.2028
Electronically signed and notarized online using the Proof platform.
Fort Worth Meacham International Airport
FTW.IiANGAR 51-S; LLC
Amendment No. I to CSC No. 46439
Page 6 of 6
M&C Review
Page I of 2
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FoR
TWoRm
Create New From This M&C
REFERENCE **M&C 24- 55FTW CONSENT TO
DATE: 10/15/2024 NO.; 0876 LOG NAME: ASSIGN FTW HANGAR 51S
TO FTW HOLDINGS, STE51S
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of Amendment No, 1 to City Secretary Contract No. 46439, a
Hangar and Ground Lease Agreement known as Lease Site 51-S with FTW Hangar 51-S,
LLC at Fort Worth Meacham International Airport and a Consent to Assignment of a
Hangar and Ground Lease Agreement for Lease Site 51 S by FTW Hangar 51-S, LLC to
FTW Holdings, LLC
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No. 1 to City Secretary Contract No. 46439, a hangar and
ground lease agreement known as Lease Site 51-S with FTW Hangar 51-S, LLC at Fort Worth
Meacham International Airport; and
2. Authorize execution of a consent to assignment of a hangar and ground lease agreement for
lease site 51S by FTW Hangar 51-S, LLC to FTW Holdings, LLC,
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that City Council
authorize execution of Amendment No. 1 to City Secretary Contract No. (CSC) 46439, a hangar and
ground lease agreement known as 51-S located at Fort Worth Meacham International Airport and a
consent to assignment for Lease Site 51 S by FTW Hangar 51-S, LLC to FTW Holdings, LLC.
On February 16, 2015, the City (Lessor) and Epic Helicopters, LLC, a Texas limited liability company
(Former Lessee) entered into City Secretary Contract (CSC) 46439, a Hangar and Ground Lease
Agreement for Lease Site 51 S at Fort Worth Meacham International Airport (Lease).
Lease Site 513 consists of a 22,500 square foot hangar, 6,900 square foot office, and 124,015 square
feet of ground space. The initial term of the Lease commenced on March 1, 2015 and expires on
February 28, 2025. In addition to the initial term, the Lease provides the option to renew upon
expiration of the initial term. Renewal options allow Lessee three (3) consecutive options to renew for
successive terms of ten (10) years each.
On September 26, 2023, at the request of Lessee, and through Mayor and Council Communications
(M&C) 23-0822, City Council, authorized execution of CSC 46439 CAI, a consent to assignment of
the Lease from Former Lessee to FTW Hangar 51-S, LLC (Lessee) and Lessee assumed all of
Former Lessee's leasehold interest and obligations under the Lease.
On or about August 6, 2024, Lessor performed an inspection of Lease Site 51-S to approve
mandatory improvements required by the Lease. It was during this inspection that staff, through the
Aviation Systems Director, determined that item "b) Remove wood between hangar door tracks,
replace with concrete," listed on Exhibit B of the Lease, is unnecessary; thereby is recommending to
City Council to release Lessee of this mandatory improvement obligation through Amendment No. 1.
Amendment No. 1 would replace Exhibit B, in its entirety, with a revised Exhibit B.
On August 28, 2024, staff received a request from Lessee to consent to an assignment of the Lease to
FTW Holdings, LLC. Upon City Council approval, FTW Holdings, LLC will assume the leasehold
http://apps.cfwnet.org/council_packetlmc review.asp?ID=32582&councildate=lO/15/2024 10/16/2024
M&C Review
Page 2 of 2
interest and obligations associated with the Lease. 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.
Under the current agreement, Lessee remits the amount of $92,366.85 annually to the City, payable in
monthly installments of $7,697.24 for the hangar, $64,680.33, payable in monthly installments of
$5,390:03 for the:office and $58,287.05,. payable in monthly installments of $4,857.25 for the ground.
After the assignment, FTW Holdings, LLG Will remit the sameamount and be subject to the provisions
contained within the original agreement.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL. INFORMATIONICERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease agreement, 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
I ID I 1 ID . Year I (Chartfield 2)
FROM
Fund Department Account: Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv: Valerie Washington (6199)
Origiriatinq Department Head: Roger Venables (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101240072 siclned.Ddf (CFW Internal)
Form 1295 Certificate 101256326-sian.Ddf (CFW Internal)
Location Mamr)df (CFW Internal)
http://apps.cfwnet,org/council_packetlmc review.asp?ID=32582&councildate=1011512024 10/1.6/2024
CERTIFICATE OF CORPORATE RESOLUTIONS
OF
AIRLINE TRANSPORT PROFESSIONALS HOLDINGS, INC.
I, Derrick S. Dennis, Secretary of Airline Transport Professionals Holdings, Inc., a Florida
corporation (the "Corporation"), do hereby certify as follows:
1. I am the duly elected and qualified Secretary of the Corporation and the custodian of
the Corporation's records.
2. Set forth below is a true and correct extract from the records of the Corporation
showing resolutions duly adopted on October 24, 2024 either: (a) at a meeting of its
Board of Directors duly called and held, at which meeting a quorum was present and
acting throughout, or (b) by unanimous written consent of the Board of Directors of
the Corporation, which resolutions have not in any way been amended or modified
and are in full force and effect:
RESOLVED, that the President and Secretary of the Corporation, acting in its capacity
as Managing Member of FTW Holdings, LLC, a Texas limited liability company (the
"Companv"), be and is hereby authorized and directed to enter into a transaction to
acquire a leasehold estate in the real property described in Exhibit "A" attached hereto,
together with all improvements thereon, upon such terms and conditions as the said
officer shall in his sole discretion deem necessary or advisable; to execute and deliver
on behalf of the Corporation all deeds, documents, certificates and agreements
(collectively, the "Documents") required to effectuate said transfer; and to do any and
all things in connection with such transfer that such officer deems necessary or
advisable and in the best interests of the Corporation, in its capacity as Managing
Member of the Company;
FURTHER RESOLVED, that all acts of the President and Secretary of the
Corporation authorized and directed herein, including the execution and delivery of
the Documents and all other documents referenced herein relating to the conveyance
herein referenced, are reasonably expected to benefit, directly or indirectly, the
Corporation;
FURTHER RESOLVED, that said officer of the Corporation is hereby authorized to
(a) sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any
and all instruments and documents, and (b) take, or cause to be taken, any and all such
action, in the name and on behalf of the Corporation or otherwise, as in any such
officer's judgment is necessary, desirable or appropriate in order to consummate the
transactions contemplated by or otherwise to effect the purposes of the foregoing
resolutions. -
FURTHER RESOLVED, that all actions heretofore taken by said officer of the
Corporation, and all things done by his authority, in connection with the transaction
-1-
described herein, be and the same are hereby ratified, approved and adopted as the
acts of the Corporation; and
FURTHER RESOLVED, that said officer is authorized and empowered to perform
all acts and execute and deliver all instruments, documents and agreements required
to carry out the purposes of these resolutions.
3. The following is the sole duly elected, qualified and serving officer of the Corporation,
and that the signature set out opposite the name of each officer is the genuine signature
of such person, to -wit:
Name Title Signature
Derrick S. Dennis President and 'AJ
Secretary
4. (a) All franchise and other taxes required to maintain the Corporation's corporate
existence have been paid when due and that no such taxes are delinquent; (b) no
proceedings are pending for the forfeiture of the Corporation's Certificate of
Incorporation or the Corporation's dissolution, voluntary or involuntary; (c) the
Corporation is duly qualified to do business in the State of Florida and any other states
in which it is doing business, and is in good standing in such states; (d) there is no
provision of the Articles of Incorporation or Bylaws of the Corporation limiting the
power of the Board of Directors to pass the resolutions set out above, and that such
resolutions are in conformity with the provisions of said Articles of Incorporation and
Bylaws.
IN WITNESS WHEREOF, I have hereto set my hand this day of October, 2024, to
be effective October 24, 2024.
P:\ATP Fhgbt SchooDMeacb=Wertificete of Corporate Resolutions-ATP (10M24).docx
Derrick S. Dennis
-2-
EXHIBIT "A"
LEGAL DESCRIPTION
A parcel of land situated in Block 3, Meacham Airport as recorded in Cabinet A, Slides 2445-2447, Plat
Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:
Beginning at a mark "X" cut in a concrete driveway approach for the northeast corner of herein described
parcel having surface coordinates of N 6981613.34 E 2317727.69; said comer bears North 19 degrees 49
minutes 03 seconds West, 182.93 feet from a 1/2" iron rod found (C.M.) lying in Lincoln Avenue;
THENCE: South 18 degrees 05 minutes 21 seconds West, 57.51 feet to a 5/8" iron rod set with a red plastic
cap stamped "CITY OF FT. WORTH SURVEY DIVISION" (all 5/8" iron rods set so capped) at the
beginning of a non -tangent curve to the left having a radius of 94.0 feet;
THENCE: with said curve through a central angle of 39 degrees 12 minutes 21 seconds, an arc length of
64.32 feet whose chord bears South 01 degrees 31 minutes 01 seconds East, 63.07 feet to a 5/8" iron rod
found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at its end;
THENCE: South 21 degrees 06 minutes 01 seconds East, 76.11 feet to a 5/8" iron rod found with a red
plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at the beginning of a non -tangent curve
to the right having a radius of 190.0 feet;
THENCE: with said curve through a central angle of 22 degrees 43 minutes 06 seconds, an arc length of
75.34 feet whose chord bears South 09 degrees 26 minutes 25 seconds East, 74.84 feet to a 5/8" iron rod
found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at its end;
THENCE: South 87 degrees 43 minutes 46 seconds East, 4.92 feet to a 5/8" iron rod set lying on the
westerly right-of-way line of Lincoln Ave (60.0' right-of-way per said plat);
THENCE: South 02 degrees 16 minutes 14 seconds West, 288.04 feet to a 518" iron rod set at the southeast
corner of herein described parcel;
THENCE: North 89 degrees 23 minutes 49 seconds West,114.59 feet to a 5/8" iron rod set at the beginning
of a non -tangent curve to the left having a radius of 146.50 feet;
THENCE: with said curve through a central angle of 64 degrees 00 minutes 42 seconds, an arc length of
163.67 feet whose chord bears North 51 degrees 22 minutes 40 seconds West, 155.29 feet to a 5/8" iron rod
set at its end;
THENCE: North 08 degrees 43 minutes 46 seconds West, parallel with and 65.50 feet easterly from the
centerline of Taxiway B as noted on said plat 379.20 feet to a 5/8" iron rod set;
THENCE: North 80 degrees 40 minutes 44 seconds East, 132.09 feet to a 5/8" iron rod set at an interior
ell comer;
THENCE: North 03 degrees 45 minutes 24 seconds West, 46.53 feet to a mark "X" set in concrete;
THENCE: North 86 degrees 14 minutes 36 seconds East, 149.49 feet to the Place of Beginning containing
2.847 acres of land.
Surveyed on the ground on September 24, 26 and 29 of 2014.
Basis of bearings: SMARTnet Texas R.T.K. Network System, N.A.D. 83, North Central Texas Zone.