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HomeMy WebLinkAboutContract 45486 CITY esm 1 FORT WORTH MEACHAM INTERNATIONAL AIRPORT LEASE GROUND LEASE SITE 21N 151 TEXAS WAY `his LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT ("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 TEXAS JET, INC., ("Lessee"), a Texas corporation, acting by and through Reed figman,Jr., its duly authorized President. RECITALS.. on April 13, 2001, Teas ,het, Inc. entered into City Secretary Contract No. 26680, a Ground Lease Agreement for Lease Sites 21N and 3 I N, consisting of a total of 78,105 square feet of ground space which includes two hangars, hangar 21N is approximately14,2+ 5. " square feet and hangar 31N is approximately 11,760 square feet, at Foil Worth Meacham International.Airport("Current Lease"); and WHEREAS, the Current Lease contains a third 3 year initial lease term that will expire on September 301, 2030, with two 2 consecutive rights of fiat refusal to renew the Lease for two (2)additional successive terms of five 5 years each and WHEREAS,Hangar 2 IN has exceeded its useful life and has become functionally obsolete in handling larger modern aircraft and Lessee has requested permission to demolish it and build a 1 27,000 square f lot hangar in its place. In addition, the Lessee has requested to remove the 21N 1 lease site, comprised of 57,675.3,6 square feet, h-om the Current Lease and execute a new lease for Lease Site 21N in order to facilitate rebuilding efforts and WHEREAS, in order to accommodate the placement of the new hangar, additional carports and a car storage faeillty, an additional 38,1 56.64 square feet of ground space is needed to the oast of lease site 2 IN boundaries;and � WHEREAS, Lessee has requested, and Lessor has agreed, to execute a new ground lease � agreement. eement L, PROPERTY LEASED. l Lessor hereby demises to Lessee 95,832 square feet of ground space ("'Ground") at fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 2IN, also known as 151 Texas Way, ("Premises"), as shown in Exhibl't"A".attached hereto and hereby made a part of"this Lease for all purposes. � Texas Jet,Inc.-Lease site 2 IN N»ol AroU yreYovr�n,� �w rrrrrrr , ry� �ou Ground Lease Agreement Ma hatin International Airport I RECORD 1 Page I of 2 E. � T7 0 E T rl iii J �C; RIIG, 1,1131 RECEIVED emw i ;rram„r,"u.,.uvv:!rtiu r ,;ruwrwx�zu✓urreyrrmauwetara++r:rrrarturr'ui,rrtrsrumrroirsru�rer°rrrararuisrau✓R rrurrrrarrururt 2. TERM OF LEASE. 2.1. Initial Term. The initial term of the Lease ("Initial Term') shall commence at 12:00 a.m. on April 1, 2014 ("Effective Date") and expire at 11:59 P.M. on March 31, 2044 unless terminated earlier as provided herein. 22 Renewals. If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the Initial Term of this Lease, Lessee shall have two (2) options to renew for an additional five (5) year term each (`Renewal Term"). In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than ninety(90)days and no more than one hundred eighty (180)days prior to the expiration of the Initial Term. 2.3. Holdover. If Lessee holds over after the expiration of the Initial Terra,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 tune. 3. RENT. 3.1. Ground Rate. Lessee shall commence the payment of rent for the Ground on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground, Thirty Thousand Six Hundred and Sixty Six Dollars and Twenty Four Cents ($30 ,666.24), at a rate of Thirty-Two Cents($4.32)per square foot,payable in equal monthly installments of Two Thousand Five Hundred Fifty Five Dollars and Fifty Two Cents($2,555.52). 3.2. Rate Ad i ustm . 3.2.1. fonsumer Price Index Ad'ustlments. The rental rates under this Lease are based on Lessor's current published Schedule of Rates and Charges. Rental rates are subject to increase beginning October 1,2014,and on October 1't of any subsequent year during the Initial Term, to reflect any upward change in the Consumer Price Index Texas Jet,Inc.-Lease site 21 N Ground Lease Agreement Meacham International Airport Page 2 of 23 for the Dallas/Fort worth Metropolitan Area, as announced by the United States Department of Labor or successor agency (i) for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase (the"Annual Rent Adjustment"); provided, however, that Lessee's rental rates shall not exceed the then- current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.2.2. Five-Year Adjustments Ground Rate. In addition to the Annual Rent Adjustments, on October 1, 2019, and every fifth (5th) year thereafter for the remainder of the term of the Lease, to include the Renewal term, the Ground rental rate 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 Ground. 3.3. Payment Dates and Late Fees. Monthly rent payments are due on or before the first (1 st) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment after the tenth(1 0th)day of the month for which payment is due. without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Mandatory Improvemments. As additional security for this Lease, Lessee covenants and agrees that it shall construct the improvements set forth below on the Premises owned by the City of Fort worth. The improvements approved shall be referred to as "Mandatory Improvements",as referenced in Exhibit"B". 4.1.1. Lessee shall commence construction within six (6) months following the execution of this Lease. Construction and issuance of a Certificate of Occupancy of an approximately 27,000 square foot hangar and associated apron shall be completed no later than eighteen (18) months after construction commenced. Texas Jet,Inc.-Lease Site 2 IN Ground Lease Agreement Meacham International Airport Page 3 of 23 4.1.2. Lessee shall complete the Mandatory Improvements according to the Project Schedule("Schedule"), as identified in Exhibit 11B-111. For each major task on the Schedule, Lessee shall provide, at a minimum, a 24-hour advance notice of commencement. 4.1.3. At the completion of construction, Lessee shall provide to the Lessor: 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 Mandatory Improvements. Lessee shall fully comply with all provisions of this Section 4 in the performance of any such Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a Certificate of Occupancy within the applicable time period set forth above, Lessee shall be in default of this Lease and Lessor shall terminate Lessee's rights to the Premises in its entirety. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of this Lease 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 this Lease and shall supersede the previous terms, provisions, and specifications as specifically identified. Upon issuance of the Certificate of Occupancy Lessor shall take full title to the Mandatory Improvements on the Premises. The commencement and completion dates in this Section 4.1 are subject to the provisions of Section 27 below, and any delay by reason of force majeure shall result in a day--for-day extension of the period for performance, provided that the party is diligently and continuously pursuing in good faith a remedy to the delay during such time. 4.2. Mandatory Im rovements Reimbursement—Asbestos Abatement. Subject to the terms, provisions and conditions of this Section 4.2., Lessor shall make and Lessee shall accept a reimbursement of costs associated with Asbestos Abatement. Reimbursement costs shall not exceed Fifteen Thousand and No Dollars and Zero Cents ($15,000.00). Such reimbursement shall occur upon receipt of Lessee's written application for reimbursement, as outlined in Exhibit "C". Lessor agrees to reimburse the reasonable costs as evidenced by statements, invoices, bills and other documents paid by the Lessee during the period of time for which reimbursement is being requested. The Lessee shall request any changes to the maximum allowable in writing to the Lessor, with the reasonable increase evidenced by statements, invoices,bills and other documents. Texas Jet,Inc.-Lease site 21 N Ground Lease Agreement Meacham International Airport Page 4 of 23 Lessee shall comply with all federal, state, and local laws and requirements with regard to asbestos abatement. In addition Lessee agrees to 4`owner" and"generator" status with regard to asbestos and all other materials, wastes, substances or debris, regulated under any federal,state or local law. Lessee shall notify the Texas Department of State health Services (TDSHS), and with a courtesy copy to the City,prior to beginning any improvements in accordance with TDSHS and all other applicable laws, statutes,regulations, and protocols. In order to receive any and all reimbursements up to the total amount available, Lessee shall conduct and complete the asbestos abatement according to all as provided in Texas Administrative Code, Title 25, Chapter 295, Subchapters and C, and all other applicable laws related to asbestos. 4.2.1. Inspection Rights. - i n IINI IIII.N.MN Lessor, through its officers, agents or employees, shall have the right at all reasonable tines: 4.2.1.1. To enter upon the Premises and inspect the progress of the asbestos abatement to determine that the same is in continuity with all requirements hereof; and 4.2.1.2. To examine, copy and make extracts of the booms, records, accounting data and other documents, including, without limitation, all permits, licenses, consents and approvals of all governmental authorities having jurisdiction over Lessee, the asbestos abatement, or the Premises, and all contractors and subcontractors supplying goods and/or services in connection with the work of the asbestos abatement. Such books,records and documents shall be made available to Lessor promptly upon written demand therefor, and at the request of Lessor, Lessee shall furnish Lessee with convenient facilities for such purposes. All contracts let or amended by Lessee or its contractors after the date hereof relating to the asbestos abatement shall require agreement to the foregoing inspection rights, except where such rights have been waived by Lessor in writing. It is expressly understood and agreed that Lessor shall have no duty to supervise or to inspect the work of construction or any books and records and that any such inspection shall be for the sole purpose of preserving Lessor's rights hereunder. Failure to inspect the work or any part thereof shall not constitute a waiver of any of the Lessor's rights hereunder. Inspection not followed by notice of default shall not constitute a waiver of any default then existing; nor shall it constitute an acknowledgement Texas Jet,Inc.-Lease site 21N Ground Lease Agreement Meacham International Airport Page 5 of 23 that there has been or will be compliance with the Plans or that the abatement is free from defective materials or workmanship. 4.3. Discretionan I�m.pro�vements. IIINInNN�ININIpN■IIIIINI.rIAIw.NNl NN4NIp11� In addition to the Mandatory Improvements, Lessee may, at its sole discretion, perform additional modifications, renovations, improvements or other construction work on or to the Premises (collectively, "Improvements") so long as it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Director of Aviation or authorized representative ("Director"). Lessor agrees to respond in writing to Lessee's requests for approval within thirty(30) calendar days of receipt of such requests. Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the undertaking of any such Improvements. Lessor shall take full title to any Improvements on the Premises upon the expiration or earlier termination of this Lease, provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby. 4.4. Process for Approval of Plans. Lessee's plans for Improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Planning and Development, and Transportation and Public works. All plans, spec' cations and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. 4.5. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Improvement, including, at a minimum, as--built drawings of each project. As-built drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.6. Bonds Re uired of Lessee. Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all applicable requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Improvements, and (ii) full Texas Jet,Inc.-Lease site 2 IN Ground Lease Agreement Meacham Intemationat Airport Page 6 of 23 payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the construction of such Improvements. In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125%of the full amount of each construction contract or project. If Lessee makes cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas-Fort worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective Improvements, or if claims are filed by third parties on grounds relating to such Improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit and apply the proceeds to complete the Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee. 4.7. Bonds Re aired of Lessees Contractors. Prior to the commencement of any Improvement, Lessee's respective contractor 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 for such Improvements. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Improvements. The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by Lessor and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.4 shall apply. 4.8. Releases boy Lessor Upon Completion of Construction work. Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit upon(i),where Lessee serves as its own contractor, verification that Lessee has completed construction work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid, affidavits and waivers of liens, except for mandatory improvements as authorized under Section 4.2. Texas Jet,Inc.-Lease site 2 IN Ground Lease Agreement Meachan Intemational Airport Page 7 of 23 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee hereby covenants and agrees that it will not restrict aircraft, vehicle, or pedestrian ingress or egress to Hangar 3 IN. Lessee shall have the right to sublease portions of the Premises, including individual hangars, to various third parties ("Sublessees") for aviation-related purposes only under terms and conditions acceptable to and determined by Lessee. Lessor hereby grants permission to Lessee to sublease all or a portion of the Premises to Texas Jet, Inc. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii)restrict the use of the Premises to aircraft storage or other aviation or aviation-related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities on reasonable terms and without unjust discrimination. 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 (3 1) days, with any business that is required by Lessor to obtain an operating permit in accordance with Lessor's published Minimum Standards. f. REPORTS AUDITS AND RECORDIKEEPING. Lessee shall keep and maintain books and records pertaining to Lessee's operations of the Premises at the Airport and other obligations hereunder in a planner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort worth. Upon Lessor's request, and as a result of an inquiry from the Federal Aviation Administration,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 teams of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7, UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically- operated equipment which may be used on the Premises shall fully comply with Lessor's Texas Jet,Inc.-Lease site 21N Ground Lease Agreement Meacham International Airport Page 8 of 23 Mechanical, Electrical,Plumbing,Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS, 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear expected. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense,will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations, which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors,or from causes of any other matter. 8.2. Compliance with ADA. Lessee,at its sole cost and expense, agrees to beep and maintain the Premises in full compliance at all tinges with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2) hours'notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall Texas Jet,Inc.-Lease site 2 IN Ground Lease Agreement Meacham International Airport Page 9 of 23 notify Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time,Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal, state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE,AT ITS SOLE COSTAND EXPENSE,AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION AND FOR ANY COSTS RELATED TO ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE DR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS T11AT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, S`E1R VANT'S, E PLDYEES, CO A'TRACTOJU, SUBC`ONT'RACTDRS OR INVITEES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, may install and maintain signs on the exterior of the Premises related to Lessee's business Texas Jet,Inc.-Lease site 21 N Ground Lease Agreement Meacham Intemational Airport Page 1❑of 23 operations. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport,constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit,regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States G overnrn.ent,which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Premises ("Limitation") for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b)renegotiate maintenance responsibilities and(c)extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days` written notice to Lessor. Texas Jet,Inc.-Lease Site 2 I Ground Lease Agreement Meacham Intemational Airport Page I I of 23 10.4 During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7) calendar days,this Lease shall continue in full force and effect. If the Limitation lasts more than seven(7)calendar days,Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's options for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty(180)days,then(i)Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b)renegotiate maintenance responsibilities and (c) extend the term of this Lease, or(ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.5 Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 10.6 Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly-owned property for the provision of utility Services. 10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the Premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements, unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules Texas Jet,Inc.-Lease Site 21 N Ground Lease Agreement Meacham International Airport Page 12 of 23 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 tunes, in full force and effect,a policy or policies of insurance as specified herein, naming the City of Fort worth, its Officers, Employees and Volunteers as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the required insurance in accordance with Exhibit "C", the "City of Fort worth Aviation Insurance Requirements"attached hereto and made part of this Lease for all purposes. In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. 11.1. Ad'ustrnents to Re aired 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. ferfiricates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.3. Additional R.euuirements. 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 Texas Jet,Inc.-Lease Site 21 N Ground Lease Agreement Meacham Intemational Airport Page 13 of 23 (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 off cers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or j pint enterprise between Lessor and Lessee. 13. INDENUSiMCATION. 13.1. The following words and phrases shall be defined as follows: 13.1.1. `Environmental Damages" shall mean all damages, losses, diminished values, claims, judgments, penalties, fines, liabilities, encumbrances, liens, costs, expenses of investigation, and the defense of any claim, whether or not such claim is ultimately defeated, results in a judgment or order of any kind, or is resolved by any good faith settlement, and of whatever kind or nature,direct or indirect,tangible or intangible, compensatory,exemplary, or punitive, economic or non-economic, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, to the City and any third parties, including without limitation reasonable attorney's and consultant's fees, any of the foregoing which are incurred as a result the Contractor's work, or due to negligence, or arising from a violation of any Environmental Requirements, or arising from strict liability, or an intentional tort, and whether any of the foregoing are attributable to the Contractor, a Subcontractor, a vendor, employee, agent, successor, or assignee and including by way of example but not limited to: 13.1.1.1. Damages for personal injury or death, pain and suffering, mental or emotional distress, injury to property of any kind or to natural resources, environmental contamination, or the loss of use or value of property; 13.1.1.2. Fees incurred for the services of attorneys, consultants, engineers, contractors, experts, laboratories, and investigators related to any studies, cleanup, remediation, removal, response, Texas Jet,Inc...Lease site 2 I Ground Lease Agreement Meacham International Airport Page 14 of 23 abatement, containment, closure, restoration, monitoring work, civil or criminal defense,or the recovery of any other costs; and 1 3.1.1.3. Liability, claims, or judgments to any third persons or governmental agencies in connection with the items referenced herein. 13.1.1.4. Fines, penalties, costs, agreed orders, or settlements to any federal, state, or local government for violations of environmental laws,permits, standards,or regulations. 13.1.2. "Environmental Requirements" shall mean the allowable or permissible levels, concentrations, or amounts of materials; all applicable present and future statutes, regulations, rules, permits, plans, or authorizations of all federal, state, and local governmental agencies; and all applicable judicial, administrative, and regulatory decrees, judgments, and orders; and all common law causes of action; all of the above relating to the protection of human health or the environment and being inclusive of,but not limited to: 13.1.2.1. All requirements, including, but not limited to, those pertaining to reporting, licensing, permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of wastes, substances, materials, pollutants, contaminants, hazardous wastes, petroleum products, toxic substances, materials, or other any other regulated or harmful substances whether solid, liquid, or gaseous into the air, surface water, groundwater, storm water, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of elements, compounds, materials, substances, pollutants, contaminants, or hazardous or toxic materials, substances, or wastes,whether solid,liquid,or gaseous in nature; and 13.1.2.2. All requirements, including, but not limited to, those pertaining to reporting, licensing, permitting, facilities, sites, operations, emissions, discharges, releases, or threatened releases of radioactive materials or radiation or electromagnetic fields. 13.1.2.3. All requirements relating to asbestos, lead, or petroleum. ('including fuels,oils, lubricants,and wastes). 13.1.2.4. All requirements pertaining to the protection of the environment, natural resources, the health and safety of employees or the public;and 13.1.2.5. Citizen suits authorized by any federal or state law; and Texas Jet,laic.-Lease Site 21N Ground Lease Agreement Meacham International Airport Page 15 of 23 13.1.2.6. All common law causes of action related to health, safety,natural resources, and the environment. 13.2. Environmental Indemnification. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS, RELEASE, REIMBURSE, AND DEFEND, THE CITY, ITS OFFICERS,AGENTS,AND EMPLOYEES AGAINST ANYAND ALL: 13.11 ENVIRONMENTAL DAMAGES, AS.DEFINED HEREIN, THAT ARE RELATED TO ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR LIABILITIES(INCL UDING STRICT LL4BILIT19 AND 13.2.2 VIOLATIONS, ALLEGED VIOLATIONS, SUITS, OR CLAIMS RELATED TG ANY ENVIRONMENTAL REQUIREMENTS AS DEFINED HEREIN, INCLUDING ANY ACTS, OMISSIONS, OR LIABILITIES(INCL UD17VG STRICT LL4BILIT19. LESSEE HEREBYASSUMES ALL LIABILITYAND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE"ANDIOR PERSONAL INJURY OF ANYK17VD, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY ICI .D OR CIIARACTER, 9WETIIER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, IK417VTENANCE, USE, OCCUPANCY, EMSTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MIS'CONDUC'T OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BYLAW, rVITHOUT WAIMGANYDEFENSES PROVIDED BY LA ; HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY RIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR ITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, IlS OFFICERS AGENTS, SERVANTS OR EMPLOYEES. Texas Jet,Inc.-Lease Site 2 I Ground Lease Agreement Meacham International Airport Page 16 of 23 LESSEE ASSUMES ALL RESPONSIBILITYAND AGREES TO PAYLESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY FfWICH ARISE O UT OF OR IN CONNECTION RWH ANY AND ALL A CTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS., SERVANTS OR EMPLOYEES. LESSOR DUES NOT GUARANTEE POLICE .PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO .PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LES'S'EE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILU E TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to Pa Rent Fees or other Char es. 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 4y Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty(30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately. Texas Jet,Inc.-Lease Site 21N Ground Lease Agreement Meacham International Airport Page 17 of 23 14.3. Abandonment or Non-Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor. 14.4. Lessee's Financial Obligations to Lessor upon Termination Breach or Default. If Lessor terminates this Lease for any nonpayment 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 terra 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 Ex iration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (I*) hand-delivered to the other party, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows; To LESSOR: To LESSEE: City of Fort worth Texas Jet,Inc. Aviation Department ATTN: Reed Pigman,Jr. 4201 N Main St, Suite 200 200 Texas way Fort North TX 76106 Fort worth TX 76106 Texas Jet,hic.-Lease site 21 N Ground Lease Agreement Meacham Intemational Airport Page 18 of 23 16. ASSIGNMENT AND SUBLETTING, 16.1. In General, Lessee shall have the right to sublease the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 15.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease of the Premises, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Lessor. if any such purported lien is created or filed,Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days'written notice, However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Texas Jet,Inc.-Lease Site 2 IN Ground Lease Agreement Meacham Intemational Airport Page 19 of 23 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 shall immediately desist from and correct the violation. 20. NON-DISCRUMNATION COVENANT. Lessee,for itself, its personal representatives,successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation,transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation,transgender,gender identity or gender expression. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Dart 21, Non-Discrimination in Federally Assisted Programs of the Department of Transportation and with any amendments to this regulation which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. LICENSES AND PERMITS, Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. Texas Jet,Inc.-Lease Site 21N Ground Lease Agreement Meacham International Airport Page 20 of 23 23, NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24, VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the lags of the State of Texas. 25, ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys'fees. 26, SEVERABIEITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law,ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars,riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 28. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. Each Texas Jet,Inc.-Lease site 21 N Ground Lease Agreement Meacham International Airport Page 21 of 23 a party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29, HEADINGS NOT CONTROLLING. -1 Headings and titles used in this Lease are for reference put-poses only and shall not be deemed a part of this Lease. 300, ENTIRETY OF AGREEMIENT. 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. IN I NE SS WHEREOF'the parties hereto have executed this Agreement in multiples i 11%.-Jay o on this the f 2014. w. CITY OF FORT WORTH. By: "A"141V Fernando Costa Assistant City Manager Date: 412114 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. I `�' GIVEN UNDER MY HAND AND SEAL OF OFFICE this c> day .�,Jza f 120,14. uoPl 100 )0000 �U'ary Public in and for the'State of Texas Texas Jet,Inc.-Lease Site 21 N WOW Ground Lease Agreement I E LIS E V 0!"11 A D A l F0 Meacham Interriational Airport t e x 4E gun s t o tf e o f Page 22 of 23 10, 201 7 11, SON .......... ...............I PPROVED AS TO FORM ATTEST: AND L T Al, By. y. tfiarleneS anders � Ma r . 'a Assistant City A for ey city S t I r eOCe , M&C w Date 0, TEXAS T,INC. ATTEST � '0000 � By: 0010000 0-1 rw By: , Reed Pi*gm n Jr. President 1� , 11 17, Date: u STATE COUNTY OF74 X107/ § BEFORE ,the undersigned authority, a Notary Public 'n and for the State of Texas, on this day personally appeared Reed fl r a.n,Jr.,, blown to me to he the person whose rums is suhscr bed to the foregoing instrument, and acknowledged to me that the same was the act of TEXAS T,INC. and that he executed the same as the act of TEXAS JET, INC. for the purposes and consideration therein expressed and in the capacit y therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 21 . 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Y�.i]L.aL.Tf.riA. �'I tJ �iF.[1 �A CM. 5..2445 2447 rF� Si Oft FLO y WwLse 0 -toc - LUM6 13 WR "4 'W 1ti1 COX.%f- AN a La PLA6 flA 1f+�,•.a. 2, 0 A Om" f v. ya Y ow %CRY NM• _ a, ■' F :{ c= } fy ; t t-A �.■- = fi t` t 1 R •. ►'•fit'l�Gf�.S�f t IF i 4. s 4 r i i _ �; c t�t a sL"y 4 41r'- aa5+° tL(5 AN r 44 pat4m or#bock l fi Add1Um to�aw Ctb4 of Fvr�1 ath,fora* &Gor dN to tL-PL-rL rec r"il Caakwb A 51de5 5�-e2xa45 4 1 Rat&.ads,Tana t Cam,fm5 C�� NffD.t93,1��ITexrs?� _ FM 7'ON SURVEYING,INC. aw• d� 05 ST.LOMS AVEMM pttl�rdxlrp�yc FORT TEXAS 76106 611}33;5•,S6P5 #1402 FAX 6173 M-J629 7BPLS FIRM 010053600 ZWM s EXHIBIT 66B99 MANDATORY IMPROVEMENTS LEASE SITE 21N Approximately 27,000 Square Foot Aircraft Hangar Facility, Carports and Parking Garage All mandatory improvements for Lease Site 21N, as detailed below, must be completed in accordance with Section 4 of the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto. 1. Construction shall commence within six (d) months following the execution of the Lease. Construction and issuance of a Certificate of Occupancy of the approximately 27,040 square foot hangar and associated apron shall be completed no later than eighteen (18) months after construction commenced. 2. Construction shall be completed according to the Project Schedule. For each major task on the Schedule, at a minimum, a 24-hour advance notice of commencement shall be provided. 3. At Construction Completion,the following shall be provided: • A copy of the Certificate of Occupancy • A complete set of Record Drawings and/or As--Built Drawings (in Adobe PDF and AutoCAD formats) • A Summary of the total cost/value of the Mandatory Improvements 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. Upon issuance of the Certificate of Occupancy Lessor shall take full title to the .Mandatory Improvements on the.Premises, 5 EXHIBIT "'R_1" PROJECT SCHEDULE , MANDATORY IMPROVEMENTS LEASE SITE 21N ACTIVITY START FINISH Site Surve Metes&Bounds Z_ 7_4� (ZZf Air ortlCi I]esi n Review Preliminary . Final Acquire Building Permits FAA Airspace Study --7460 t � f Ade�] Construction Pre-Construction Meeting w/Airport ) Staking Utilities Coordination/Clearance r Site Grading, Contour, Excavation, etc. f � Hangar Foundation Apron Paving f Parking LotlParking Spaces :�2 Pedestrian Walkway(s), if applicable Concrete Quality Assurance Tests r Structure Build-out zw RarnplHangar Lighting Landsca ping__ Inspections Final Inspection Certificate of Occupancy L4/_J 01 4�> All provisions of the Lease and this Project Schedule shall be fully complied with in the performance of any such .Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a Certificate of occupancy within the applicable time period set forth above, Lessee shall be in default of the Lease and the Lessor shall terminate Lessee's rights to the Premises in its entirety. EXHIBIT "C" MANDATORY IMPROVEMENTS REIMBURSEIVIFl1TT OF ASBESTOS ABATEMENT LEASE SITE 21N ■ Subject to the terms, provisions and conditions of Section 4.2. of the Lease, reimbursement of costs associated with the asbestos abatement of the Hangar located on Lease Site 21N shall be made. Total reimbursement costs shall not exceed $1 5,000.00. o For the reimbursement request, a written Application is to be submitted by Texas Jet, Inc., and must include the following: 1. An Expense Form detailing costs incurred for labor,materials, or services supplied; 2. A Bills Paid Affidavit Form signed by Contractor for payments nude to Contractor; and 3. Copies of statements, invoices, bills, and other documents paid by Texas Jet, Inc. during the period of time for which reimbursement is requested. ■ All written applications and associated documentation must be mailed to the address below, hand-submittals will not be accepted: City of Fort worth Aviation Department ATTN-. Lease Mgmt/Abatement 21N 4201 N. Main Street, Ste. 200 Fort worth, Texas 76106 EXMBIT "C-1" Texas Administrative Title 25 HEALTH SERVICES PART I DEPARTMENT OF STATE HEALTH SERVICES CHAPTER 295 OCCUPATIONAL HEALTH SUBCHAPTER TEXAS ASBESTOS HEALTH PROTECTION RULE Asbestos Management in acuities and Public Buildings (a) General. Building owners are required to inform all persons in writing, or document oral communication between the owner or their authorized representative) and these who perform any type of maintenance, custodial, renovation, or demolition work, of the presence and location of asbestos-containing building materials AC prior to the start of any asbestos-related activity. (1) Demolition and/or renovation of a facility or commercial building. Before performing any demolition or renovation activity in a facility or commercial building, building owners or operators shall ensure that all friable asbestos-containing material (ACM) or asbestos-containing materials which may become friable i.e. Category 11 nonfriable ACM) are inspected and abated in accordance with 40 CFR Part 61, Subpart M. (2) Demolition and/or renovation of a public building. Before performing any demolition in a public building, building owners shall ensure that all friable asbestos-containing material (ACM) or ACM which may become friable i.e. Category 11 nonfriable ACM) are surveyed and abated in accordance with 40 CFR Part 61, Subpart M. :before performing any renovation in a public building, building owners are required to survey and perform asbestos abatement for all asbestos-containing building material (ACBM) that could foreseeably be disturbed in the area to be renovated in accordance with these rules. The asbestos survey and abatement for the demolitlon and/or renovation shall be conducted by persons licensed in accordance with these rules, and according to the standards for removal specified in §§295.58 -295.,60 of this title. (b) Statement of responsibility. The building owner retains the primary responsibility for compliance with these rules for the presence, condition, disturbance, renovation, demolition, and disposal of any asbestos encountered in the construction, operations, maintenance, or furnishing of'that building or facility, including: (1) the responsibility for the periods of vacancy, and for all preparation prior to actual demolition; all regulated asbestos-containing material C must be removed prior to demolition in accordance with the National Emission Standards for Hazardous Air Pollutants SNAP , and in a public building, comply with §295.6,0 of this title (relating to Operations. Abatement Practices and Procedures); (2) the obligation to inform those who enter the building or facility for purposes of construction, maintenance, installation, repairs, etc., of the presence and location of asbestos that could be disturbed by those activities, and to arrange for proper handling of any asbestos that would be disturbed or dislodged by such activity; Texas Administrative Cade Title 25.295.0 'age 1 of EXMBIT "C-1" (3) the responsibility for periods when the building or facility is under management by others; (4) the responsibility to ensure licensees have in effect workers' compensation insurance issued by a company authorized and licensed to issue workers' compensation insurance in this state and written in this state on the Texas form, or evidence of self-insurance, if workers' compensation insurance is required by the specifications or owner; (5) the responsibility to hire a contractor at the building owner's discretion to oversee certain tasks. Only a contractor engaged in asbestos-related activities, as described in these sections, must be licensed. The building owner retains primary responsibility for compliance with these rules. The building owner may delegate the following duties to a contractor: (A) preparing bid documents, which do not include plans and specifications as defined in §295.32(76)of this title(relating to Definitions); (B) entering into contracts for asbestos-related activities with qualified licensees; (C) overseeing the work performance of a licensee, as it relates to contractual obligations; and (D)paying for asbestos related activities on behalf of the owner; and (6) the responsibility to hire an agent other than a contractor in accordance with the responsibility provisions of paragraph (5) of this subsection subject to the conflict of 0. interest limitations of §295.37 of this title (relating to Licensing and Registration: Conflicts of Interests). 4. (c) Conditions requiring a mandatory asbestos survey for ACBM. Prior to any renovation or dismantling within a public building, commercial building, or facility, including preparations for partial or complete demolition, as required by 40 CFR, §61.145, owners must have a thorough survey performed. The work area and all immediately surrounding areas which could foreseeably be disturbed by the actions necessary to perform the project must be inspected and sampled as applicable prior to renovations or demolition. A copy of the survey report must be produced upon request by the Texas Department of Health (department). If a survey cannot be performed before demolition or renovation is started due to the building being structurally unsound and unsafe to enter,all material must be presumed to contain asbestos and must be treated as ACBM. (1) In a public building the inspection must be performed by a person appropriately licensed in accordance with these rules. Criteria to rebut the presence of ACBM in a public building shall be based upon surveys which conform to generally accepted industry standards such as the protocol specified in §763.85, commonly referred to as the "AIERA" rules, which are the required method for schools. other factors should be taken into consideration when deciding on the best method to determine the location, extent and condition of the ACBM in a non-school building. Multi-story buildings may require investigation of the systems in the building in order to identify all possible ACBM. Under no circumstances will less than three samples for each suspect homogeneous area be collected for purposes of rebutting the presence of ACBM. During the construction of or renovation in a public building, a person appropriately licensed in accordance with these rules, Texas-registered architect or Texas-licensed professional Texas Administrative Cade Title 25.295.0 Page 2 of 6 EXMBIT 66C.1" engineer may compile the information from material safety data sheets (MSDS) of all products used in the construction of the building and, finding no asbestos in any of those products, prepare a signed written certification that he has reviewed the MSDSs for all products used in the construction and that none of those products contain ACBM and; therefore, the building materials do not contain asbestos. This certification, together with copies of the MSDSs and copies of any previous asbestos surveys, may be used as an asbestos survey. (2) In a commercial building the inspection must be performed by an accredited 4. inspector. This person is not required to be licensed but must have the applicable Model Accreditation Plan training. (3)In a facility the inspection must conform with 40 CFR §61.145. (4) Asbestos surveys remain acceptable if the asbestos survey was done in compliance with the Texas Asbestos Health Protection Rules (TAHPR) in effect at the time the asbestos survey was completed, and if the asbestos survey continues to represent accurately the suspect asbestos-containing building materials, location(s) of the materials surveyed, and any asbestos conditions in the building. (d) Asbestos control and abatement. A public building owner has the following options for managing the asbestos found in his/her buildings. (1) Building owners may hire a licensed asbestos abatement contractor to conduct asbestos abatement. (2) Building owners may hire or retain a licensed asbestos abatement contractor or a licensed asbestos Operations and Maintenance (O&M) contractor to conduct small-scale, short--duration work activities or cleanup affecting asbestos. when utility work is to be performed, the building owner shall either have the affected asbestos-containing material removed prior to the work of a utility contractor, or require the utility contractor to be licensed to handle asbestos-containing materials. (3) Building owners may conduct asbestos O&M activities within public buildings with their own employees for their own account if they obtain an asbestos operations and maintenance contractor (restricted) license, according to §295.43 of this title (relating to Licensure: Asbestos Operations and Maintenance Contractor (Restricted)), have a licensed supervisor according to §295.44 of this title (relating to Licensure: Asbestos Operations & Maintenance Supervisor (Restricted)), and have registered workers according to §295.42 of this title (relating to Registration: Asbestos Abatement workers). (4) Building owners may conduct asbestos abatement projects, including asbestos O&M activities, if they obtain an asbestos abatement contractor's license, as set forth in §295.45 of this title(relating to Licensure: Asbestos Abatement Contractor). (e) Prohibition. The owner of a public building and any other person who contracts with or otherwise permits any person without appropriate valid license, registration, accreditation, or approved exemption to perform any asbestos-related activity is subject to administrative or civil penalty under the Texas Health Protection Act (Act), not to exceed $10,000 a day for each Texas Administrative Code Title 25,295.0 Page 3 of 6 EXEIMIT 66C.199 violation, or criminal penalty not to exceed $25,000, confinement in jail for not more than two years, or both. (f) Mandatory notification. Notification is required in accordance with §295.61 of this title (relating to Operations:Notifications)under the following conditions. (1)Notification is required for any demolition of a facility or public building, whether or not asbestos has been identified. (2) In a public building, a notification to abate any amount of asbestos must be submitted to the Texas Department of Health (department) by the public building owner and/or operator. In a facility, a notification to abate amounts described in NESHAP must be submitted to the department by the facility owner and/or operator. (g) Mandatory abatement project design. A project design, with respect to friable ACBM, must be prepared by either a licensed consultant (for a school or public building) or an accredited project designer (for a commercial building) for all projects which involve any of the following activities: (1)A response action other than a S S SD activity, (2) a maintenance activity that disturbs friable ACBM other than a SSSD activity, or (3) a response action for a major fiber release episode. Abatement projects which have a combined amount of non-friable asbestos exceeding 160 square feet of surface area, or 260 linear feet of pipe length, or 35 cubic feet of material to be removed from a public building shall require that the project be designed by a licensed asbestos consultant. The exception to this requirement is for floor the removed in accordance with §295.36 of this title (relating to Licensing and Registration: Exemptions; Emergency). In a commercial building, non-friable material does not require a design but must be treated in accordance with 40 CFR Part 61, Subpart M. (h) Requirement for survey and management plan. If, in the opinion of the department following a site inspection of a public building, there appears to be a danger or potential danger from asbestos-containing building materials in poor condition to the workers or occupants of the building or the general public, the department shall, by written request, require the building owner or authorized representative to complete an immediate survey and asbestos management plan by a licensed asbestos inspector and licensed management planner or licensed consultant. A copy of the management plan shall be submitted for review and approval to the department within 90 days of receipt of the written request. Copies of the plan shall be on file with the owner or management agency, and in the possession of the supervisor in charge of building operations and maintenance. (i) A person may not install building materials or replacement pails as stated in subsection 0) of this section, in a public building unless: (1) the person obtains a required MSDS showing that the materials or replacement parts contain 1.0% or less of asbestos- or Texas Administrative Code Title 25.295.0 Page 4 of 6 EXHIBIT 66C-1" (2) the materials or replacement parts, according to the MSDS, contain more than 1.0% asbestos but there is no alternative material or part as demonstrated by the building owner or contractor. 0)A MSDS shall be obtained for the following building materials or replacement parts including but not limited to: (1) surfacing materials: (A)acoustical plaster; (B) decorative plaster/stucco-, (C)textured paint/coating; (D) spray applied insulation; (E) blown--in insulation; (F) fireproofing 'Insulation, (G)joint compound; and (H) spackling compounds, (2)thermal system insulation: (A)taping compounds (thermal),- (B)HvAC duct insulation; (C)boiler insulation; (D)breaching insulation, (E)pipe insulation; and (F)thermal paper products. (3)miscellaneous material: (A) cement pipes; (B) cement wallboard/siding; (C)asphalt/vinyl floor tile; 4. (D)vinyl sheet flooring/vinyl wall coverings; (E) floor backing; (F) construction mastic; (G) ceiling tiles/lay-in ceiling panels; (H)packing materials; (1)high temperature gaskets; (J) laboratory hoods/table tops; (K) fire blankets/curtains-, (L) elevator equipment panels; (M)elevator brake shoes; (I)ductwork flexible fabric connections; (D) cooling towers; (P) heating and electrical ducts; (Q) electrical panel partitions; (R) electrical cloth/electrical wiring insulation; (S) chalkboards; (T)roofing shingles/tiles,- Texas Administrative Code Title 25.295.0 Page 5 of 6 EXHIBIT 46C-1" (U)roofing felt; (v) base flashing; (w)fire doors; (X) caulking/putties; (Y) adhesives/mastics; and (z) wallboard. (k) The department may exempt a demolition or renovation project from the TAI-fPA1NESIIAP rules relating to demolition and renovation activities if: (1) the project has received an exemption from the United States Environmental Protection Agency exempting the project from federal regulations; or (2)the board determines that: (A) the project will use methods for the abatement or removal of asbestos that provide protection for the public health and safety at least equivalent to the protection provided by the procedures required under board rule for the abatement or removal of asbestos; and (B)the project does not violate federal law. (1) Survey Required. (1) In this section, "permit" means a license, certificate, approval, registration, consent, permit, or other form of authorization that a person is required by law, rule, regulation, order, or ordinance to obtain to perform an action, or to initiate, continue, or complete a project, for which the authorization is sought. (2) A municipality that requires a person to obtain a permit before renovating or demolishing a public or commercial building may not issue the permit unless the applicant provides: (A) evidence acceptable to the municipality that an asbestos survey, as required by this Act, of all parts of the building affected by the planned renovation or demolition has been completed by a person licensed under this Act to perform a survey; or (B) a certification from a licensed engineer or architect, stating that: (1*) the engineer or architect has reviewed the material safety data sheets for the materials used in the original construction, the subsequent renovations or alterations of all parts of the building affected by the planned renovation or demolition, and any asbestos surveys of the building previously conducted in accordance with this Act; and (ii) in the engineer's or architect's professional opinion, all parts of the building affected by the planned renovation or demolition do not contain asbestos. Source Note: The provisions of this §295.34 adopted to be effective October 20, 19925 17 TexReg 6901; amended to be effective September 22, 1994, 19 TexReg 7098; amended to be effective December 13, 1998, 23 TexReg 12353; amended to be effective March 27, 2003, 28 TexReg 2549; amended to be effective January 1, 2005, 29 TexReg 11957 Texas Administrative Code Title 25.295.0 Page 6 of 6 (Date) City of Fort worth Aviation Department ATTN: Lease Mgmt/Asbestos Abate-2 IN 4201 N. Main Street, Ste. 200 Fort worth, TX 76106-2749 Re: Application for Reimbursement under the Ground Lease Agreement by and 0S`, 2"`, 3 , etc. between Texas Jet Inc. ("Lessee") and the City of Fort worth ("Lessor") dated 2014, and entered as City Secretary Contract No. . Lessee hereby requests a Reimbursement under the Ground Lease Agreement to recoup costs incurred in connection with Asbestos Abatement of Hangar 21N, in the amount of $ ("Net Draw Request'). All terms used and not otherwise defined in this Application for Reimbursement are used as defined in the Lease Agreement. The proceeds of the Reimbursement are to be used to recoup the items listed on the attached page(s). The status of costs for the Asbestos Abatement is as follows: (a) Total Reimbursement per Agreement $ 1500.00 (b)Additions to date $ (c)Deductions to date ($ (d) Current projection of costs $ 159000.04 (e)Total costs certified to date, including amount of this certificate ($ (f)Unpaid balance of projected costs(amount yet to be certified) $ Lessee represents and certifies as follows: (a) The amount requested above has actually been incurred in connection with the Asbestos Abatement and no previous Reimbursement has been made under the Lease Agreement to pay any of the costs for which Lessee requests this Reimbursement. (b) The representations in the Lease Agreement are true and correct as of the date this Reimbursement Request is submitted to the Lessor. Application to Aviation Dept (Date) Page 2 (c) All equipment, supplies and materials acquired or furnished in connection with the Asbestos Abatement that are not affixed to or incorporated into the Improvements are stored on the Premises. (d)No Event of Default has occurred under the Lease Agreement. Please do not hesitate to contact us with any questions or comments. Yours truly, Texas Jet,Inc. 200 Texas Way Fort Worth,Texas 76106 By: Reed Pigman,Jr., its duly authorized President By. (signature) Name: Reed Pi an Jr. Title: President EXPENSE FORM-- DETAIL OF INCURRED COSTS AIRPORT: Fort North Meacham International Airport PROJECT: Asbestos Abatement-Lease Site 2 IN TOTAL REIMBURSEMENT AVAILABLE: $ 1 51000.00 FIAIC: CSC No.: LESSEE: Texas Jet,Inc. PAYMENT REIMBURSEMENT##: i ir..rr. r i irm r nr rurii� FROM DATE: TO DATE: EXPENSE DETAIL Description Amount Total Request: EXPENSE SLWIMARY Total Reimbursement Available $ 1 59004.00 Previous Reimbursements $ This Reimbursement $ Remaining Reimbursement Available $ SUBMITTED BY: DATE: Please be sure to attach all Statements, .invoices, Bills, and other Documents paid BILLS PAID AFFIDAVIT & WAIVER OF LIEN RIGHTS State of Texas County of: Tarrant City of: Fort Worth Project: Asbestos Abatement—Fort Worth Meacham International Airport Lessee: Texas Jet,Inc. The undersigned hereby certifies that, except as listed below, he has been paid in full or has otherwise satisfied all obligations for materials and equipment furnished, for all work, labor, applicable taxes, and services performed ("Work") and all known indebtedness and claims against the Contractor or Owner for damages arising in any manner in connection with the Contractor or his property might in any way be held responsible. It is further acknowledged that the undersigned has provided proof of insurance in a form acceptable to the Owner effective for the period required to execute the Work. The endorser's acceptance of this check acknowledges all payments prior to and including this check indicate on their face that such checks are to be applied only for labor, materials and equipment on the Work herein required except as noted below. The endorser's acceptance of this check releases any and all lien rights for said labor, materials and equipment applicable to this payment or prior payments and furthermore agrees to indemnify the Owner against any claims and/or legal fees resulting from the labor,materials, and equipment provided by the undersigned. Type of Work Contracted: Asbestos Abatement—Lease Site 21N Current Payment: $ Check No. Contractor Company Name: Signed &Accepted: Date: Exceptions: TEXAS JET, INC. 200 TEXAS WAY FORT WORTH, TEXAS 76106 EXHIBIT D City of Fort Worth Aviation Insurance Requirements a egory of enant Wor Environmental Hangarkeepers Operations Property Insurance General Liability Auto Impairment Aircraft Liability Liability FBOs Yes $ 3,000,000.00 $ 1,0001000.00 $ 1,000,000.00 NIA $ 3,000,000.00 Small: IM Large: Flight Training $ 1,000,000.00 $ 1 1000,000.00 No 5M No Small:IM Large: Air Taxi $ 1,000,000.00 $ 1,000,000.00 No 5M No Specialized Com.Flight Small:1M Large: Serv. $ 1,000,000.00 $ 1,000,000.00 No 5M No Small:1M Large: Aerial Applications $ 1,000,000.00 $ 1,000,000.00 $ 1,000,000.00 5M No Small:1 M Large: Aircraft Sales $ 1,000,000.00 $ 1,000,000.00 No 5M $ 11000,000.00 Small:1 M Large: Aircraft Rental $ 1,000,000.00 $ 1,000,000.00 No 5M $ 1,000,000.00 Airframe or Power Plant Repair $ 1,000,000.00 $ 1,000,000.00 No No $ 1,000,000.00 Radio,Instrument or Propeller Repair $ 1,000,000.00 $ 100,000.00 No No $ 1,000,000.00 Multiple Services $ 1,000,000.40 $ 1,000,000.00 No As Applicable As Applicable Small:1M. Large: Flying Clubs $ 1,0001000.00 $ 1,000,000.00 No 5M NIA Commercial Tenant $ 1,000,000.00 $ 1,000,000.00 No As Applicable No Commercial Tenant Sublessee No $ 500,000.00 $ 500,000.00 No As Applicable No Mo.-Mo.Airport Tenant; sm.premises area, infrequent access by others(no aircraft) No $ 300,000.00 No No No No Hangar Tenant (private sm.aircraft) No No No No $ 3001000 No Fuel Facilities:Trucks NIA NIA $ 1,000,000.00 $ 1,000,000.00 No No Fuel Facilities:Tank Farm Yes $ 1,000,000.00 $ 1 1000,000.00 $ 11000,000.00 No No Concessionaire: Restaurant $ 1,000,000.00 $ 11000,000.00 No No No Concessionaire: Rent-a-car No $ 1,000,000.00 $ 1,000,000.00 No No No Concessionaire: Retail Shop No $ 500,000.00 No No No No ` Depends on the terms of the lease agreement Property Insurance requirement depends on the lease agreement. Coverage should be replacement cost basis Liability coverage's are to include products and completed operation. The policy should be written on an occurrence basis Hangarkeepers Liability is maintained according to typical exposure aviationinsreg2001 City of Fort WTexas Mayor and CCo unmicatimon - -rte- ... ,..-.,-....-., �,n -..-... ..--.,...w^...^.i....dv --.-r..-r:... ..v-:tw--•..�-:^-. ..x....r-.:..•-..:- - :u'7r..:T^.'?r f.. -rc.. --n. .. ............xTY... -vh^.„^..,......-. /^G:...,......,f......>^-v,..... ^T'Y>+^-,.,y°....Y!. .H✓ �:: /r' ..•::-i>ii.'!.^ ^^.'.:� �••'••'•r^=i .............:ya.......,,...w..........,,./'..�. >�...... ...!...... .... .-.. �...... .w-w._..r/'-..-__.w—......—. -^_.—_..ti__-_.,—.0�.......,.......-r..-...._...w-w..� '.a..�.J.,.N...—,.-.-.. COUNCIL ACTION Apprvved on311.8/2.0.1.4% DATE: Tuesday, March 18, 2014 REFERENCE NO.: **C--26713 LOG NAIVE: 55FTW TEXASJETINC AMEND ONE SUBJECT: Authorize Execution of Amendment No. 1 to City Secretary Contract No. 26680, a Ground Lease Agreement with Texas Jet, Inc., for Lease Sites 21 N and 31 N at Fort Worth Meacham International Airport to Remove Lease Site 21 N from City Secretary Contract No. 26680 and Authorize Execution of a Ground Lease Agreement with Mandatory Improvements with Texas Jet, Inc., for Lease Site 21 N at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of Amendment No. 1 to City Secretary Contract No. 26680, a Ground Lease Agreement with Texas Jet, Inc., for Lease Sites 21 N and 31 N at Fort Worth Meacham International Airport to remove Lease Site 21 N from City Secretary Contract No. 26680; and 2. Authorize the execution of a Ground Lease Agreement with Mandatory Improvements with Texas Jet, Inc., for Lease Site 21 N at Fort Worth Meacham International Airport. DISCUSSION: On April 13, 2001, (M&C C-18433) Texas Jet, Inc. (Texas Jet), entered into City Secretary Contract (CSC) No. 26680, a Ground Lease Agreement, for Lease Sites 21 N and 31 N consisting of a total of 78,105 square feet of ground space, which includes two hangars at Fort Worth Meacham International Airport (Meacham). Hangar 21N is approximately 14,265.7 square feet and Hangar 31N is approximately 11,760 square feet. CSC No. 26680 contains a 30 year lease term that will expire on September 30, 2030 with two consecutive rights of first refusal to renew the lease for two additional successive terms of five years each. Hangar 21 N has exceeded its useful life and has become functionally obsolete in handling larger modern aircraft. Aviation Staff has received a request from Texas Jet seeking permission to demolish the hangar and build a new 27,000 square foot hangar in its place. In addition, Texas Jet has requested to remove the 21 N Lease Site, comprised of 57,675.36 square feet, from CSC No. 26680 in order to facilitate the rebuilding efforts, which will leave Lease Site 31 N as the remaining site on this Agreement. Staff finds no objection to these requests, as they are mutually beneficial to Texas Jet and Meacham. This Amendment No. 1 will reduce the total square footage under CSC No. 26680 to 20,429.64 square feet from the original square footage of 78,105. In addition, the rental rates, as identified in CSC No. 26680, will adjust in accordance with the adjusted total square footage. With this Amendment No. 1, CSC No. 26680 will generate revenue of approximately $5,844.92 annually or$487.08 monthly. The new ground lease, for lease site 21 N, will consist of 95,832 square feet of ground space and will Lognarne: 55FTW TEXASJETINO AMEND ONE Page 1 of 2 provide for a 30 year term with two options to renew for an additional five years each. The initial term of the lease will expire on March 31, 2044. The total revenue received from this lease, at a rate of$0.32 per square foot, will be in the amount of$30,056.24 annually or$2,555.52 monthly, in accordance with the Aviation Department's Schedule of Rates and Charges. During the initial term of the lease, rental rates shall be subject to an increase every year to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment. In addition, rental rates during the initial and renewal terms will also be subject to a ground rate adjustment every five years. The ground rate will automatically be adjusted to equal the then current rates prescribed by the Schedule of Rates and Charges. All other terms and conditions will remain unchanged and in effect. The property is located in COUNCIL DISTRICT 2, Mapsco 48P. FISCAL INFORMATION 1 CERTIFICATION: The Financial Management Services Director certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. FUND CENTERS: TO Fund/Account/Centers FROM F u nd/Accou nt/C enters P E40 491052 0551101 $36,511.16 CERTIFICATIONS: Submitted for Cilly Manager's office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Additional'information Contact: Jonnie Huitt (5409) ATTACHMENTS 1. 55FTW TexaSJetlnc AmendOne Exhibit. df (Public) Logname: 55PTW TEXA.SJETINC AMEND ONE Page 2 of 2