HomeMy WebLinkAboutContract 46280 LI S j
CITY SECRETARyd
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NUAL-
CSC No.
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT
FBO SUITE
This ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT ("Lease") is
made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule
municipal corporation organized under the laws of the State of Texas, acting by and through
Fernando Costa, its duly authorized Assistant City Manager, and FW AMERICAN AFRO
OPERATING COMPANY, LLC ("Lessee"), a Delaware limited liability company acting by
and through Robert Agostino, its duly authorized Vice President.
RECITALS:
WHEREAS, Fixed Base Operation (hereinafter referred to as "FBO") services are
essential to the proper accommodation of general aviation at Fort Worth Meacham International
Airport("Airport") in Fort Worth, Tarrant County, Texas; and
WHEREAS, the Lessor deems it advantageous to itself and to its operation of the
Airport to lease to Lessee certain premises and to grant to Lessee certain rights, privileges and
uses therein, as necessary to conduct its FBO services as hereinafter set forth.
NOW THEREFORE, in consideration of these premises and the mutual covenants,
promises and obligations contained herein,the parties agree as follows:
1. PROPERTY LEASED.
1.1. Administration Building.
Lessor demises and leases to Lessee, on an exclusive basis and for the purposes
described in Section 10.1., the real property in the Administration Building at the
Airport identified as the FBO Suite and consisting of approximately 8,080 square
feet as depicted on Exhibit "A-1", attached hereto and incorporated herein for all
purposes.
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1.2. Landside Parking.
Lessor demises and leases to Lessee, on an exclusive basis and for the purposes
rn described in Section 10.2., the following real property adjacent to the east side of
® the Administration Building at the Airport: approximately 12,240 square feet of
ground space for the use of dedicated Parking depicted on Exhibit "A-2"
("Parking"), attached hereto and incorporated herein for all purposes.
OFFICIAL RECORD
CITY SECRETARY
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Fort Worth Meacham International Airport
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1.3. Apron Space.
Lessor demises and leases to Lessee, for the purposes described in Section 10.3.,
the following real property adjacent to the west side of the Administration
Building at the Airport: approximately 125,000 square feet of ground space
depicted on Exhibit "A-2" attached hereto and incorporated herein for all
purposes.
As detailed in this Section 1, the areas to be leased within the Administration Building,
Parking Lot and Apron as defined herein shall be collectively known as the "Premises".
2. RIGHTS AND OBLIGATIONS.
2.1 Operating Standards.
Lessee, in providing any of the required and/or optional services or activities
specified by the most current Minimum Standards of the Airport, shall operate for
the use and benefit of the public and shall meet all the requirements set forth
therein.
2.2 Non-Exclusive Right.
It is not the intent of this Lease to grant to the Lessee the exclusive right to
provide any or all of the services as described in this Section 2 at any time during
the term of this Lease. The Lessor hereby reserves the right, at its sole discretion,
to grant others certain rights and privileges upon the Airport which may be similar
in whole or in part to those granted to the Lessee. However, the Lessor does
covenant and agree that it shall enforce all minimum standards or requirements
for all aeronautical endeavors and activities conducted at the Airport.
2.3. Gated Arm.
Lessee is hereby granted the right, at its option and sole expense, to construct a
gated arm and fence surrounding any portion or all of the Parking area.
3. TERM OF LEASE.
3.1. Initial Term.
The Term of this Lease shall commence upon issuance of a Certificate of
Occupancy at the completion of the Administration Building Renovation Project,
projected to be August 1, 2015 ("Effective Date") and expire at 11:59 P.M.,
September 30, 2045, unless terminated earlier as provided herein; provided, if the
completion of Lessee's Mandatory Renovations (as described below) is delayed
due to an act or omission of Lessor, then the Effective Date shall be extended day
for day for each day Lessee's Mandatory Renovations are delayed due to the acts
or omissions of Lessor.
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3.2. 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) years 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.
3.3. Holdover.
If Lessee holds over after the expiration of the 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.
4. RENT.
4.1. Annual Rent.
Lessee shall commence the payment of rent, in accordance with this Section 4, on
the Effective Date. Lessee hereby promises and agrees to pay Lessor annual rent
for the Premises, delineated as follows:
Administration Building Office Space
During the Initial Term of this Lease, Lessee shall pay Lessor as annual rent for
the Administration Building Office Space the sum of One Hundred Seventy
Seven Thousand Seven Hundred Sixty and no/100 Dollars ($177,760.00), payable
in equal monthly installments of Fourteen Thousand Eight Hundred Thirteen and
33/100 Dollars ($14,813.33). The rental rates under this Lease are based on
Lessor's published Schedule of Rates and Charges in effect as of the Effective
Date of this Lease. In the event that this Lease commences on a day other than the
first (1st) day of any given month, the first month's rental payment shall be
prorated in accordance with the number of days remaining in that month. It is
understood that the rent and rental adjustments payable by Lessee herein shall be
in accordance with the Lessor's Schedule of Rates and Charges, as it may be
amended from time to time.
Landside Parkin
Lessee shall commence the payment of rent for the "Ground" identified as
Landside Parking on the Effective Date. Lessee hereby promises and agrees to
pay Lessor, as annual rent for the Ground, Three Thousand Nine Hundred Sixteen
and 80/100 Dollars ($3,916.80), at a current rate of Thirty Two Cents ($0.32) per
square foot, payable in equal monthly installments of Three Hundred Twenty Six
and 40/100 Dollars ($326.40).
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Apron Space
Lessee shall commence the payment of rent for the Ground identified as Apron
Space on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as
annual rent for the Ground, Forty Thousand and no/100 Dollars ($40,000.00), at a
current rate of Thirty Two Cents ($0.32) per square foot, payable in equal
monthly installments of Three Thousand Three Hundred Thirty Three and 34/100
Dollars ($3,333.34).
4.2. Annual Rate Adjustments.
The rental rates under this Lease are based on Lessor's current published
Schedule of Rates and Charges.
Annual rate adjustments, if any, for the Administration Building Office Space
shall comply with the rates prescribed by Lessor's published Schedule of Rates
and Charges in effect.
Rental rates for the apron space and landside parking, are subject to increase
beginning October 1, 2015, and on October 1st of any subsequent year during the
Initial Term and any Renewal Tern, to reflect any upward percentage change in
the Consumer Price Index (CPI) for the Dallas/Fort Worth Metropolitan Area, as
announced by the United States Department of Labor (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 ("Annual Rent Adjustment"); provided,
however, that Lessee's rental rates for the apron space and landside parking shall
not exceed the then-current rates prescribed by the Lessor's Schedule of Rates and
Charges. Rates will be rounded to the nearest penny as CPI increases are applied.
If there is no CPI Change or the CPI Change is downward, the rental rates shall
remain constant until the following October 1st. In no event shall the rental rates
ever be adjusted downward.
4.3. Five-Year Adjustments.
In addition to the Annual Rent Adjustments, on October 1, 2020 and every fifth
(5th) year thereafter for the remainder of the Initial Term and any Renewal Term,
the rental rates for the apron space and landside parking shall automatically be
adjusted to equal the then-current rates prescribed by the Schedule of Rates and
Charges.
4.4. Payment Dates and Late Fees.
Monthly rent payments under this Lease are due on or before the first (1st) day of
each month. Payments must be received during normal working hours by the due
date at the location for Lessor's Revenue Office as set forth in Section 18. Rent
shall be considered past due if Lessor has not received full payment on or before
the 10th day of the month for which payment is due. Lessor will assess a late
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penalty charge of ten percent (10%) per month on top of the entire month's rent
for each month in which rent is past due.
5. CONSTRUCTION AND IMPROVEMENTS.
5.1. Mandatory Improvements.
Lessee covenants and agrees that it shall improve the Premises with the build out
of approximately 8,080 square feet of office space; such improvements shall
hereinafter be referred to as "Mandatory Improvements". In tandem with the
construction timeline for the Administration Building Renovation, Lessee shall
complete build out of such Mandatory Improvements, with the completion
evidenced by the issuance of the Certificate of Occupancy. Lessee shall fully
comply with all provisions of this Section 5 in the construction of such Mandatory
Improvements. Upon completion of the Mandatory Improvements or earlier
termination of this Lease, Lessor shall take full title to any Mandatory
Improvements on the Premises.
5.2. Discretionary Improvements.
Lessee may, at its sole discretion, perform 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 Aviation Department ("Department").
Such approval shall not be unreasonably withheld, conditioned or delayed. Lessee
covenants and agrees that it shall fully comply with all provisions of this Section
5 in the undertaking of any such Improvements. Lessor shall take full title to any
Improvements on the Premises upon the completion of said Improvements or
earlier termination of this Lease, provided that trade fixtures shall remain the
property of Lessee and may be removed so long as Lessee repairs any damage
caused thereby.
5.3. Process for Approval of Plans.
Lessee's plans for Improvements shall conform to the Airport's architectural
standards and must also receive written approval from the City's Departments of
Planning and Development, and Transportation and Public Works, such approval
not to be unreasonably withheld, conditioned or delayed. 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.
5.4. Documents.
Lessee shall supply the Department 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
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previously provided to the Department. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
5.5. Bonds Required of Lessee.
Unless waived by Lessor, prior to the commencement of any Improvement,
Lessee shall deliver to Lessor a bond, executed by a corporate surety in
accordance with Texas Government Code, Chapter 2253, as amended, in the full
amount of each construction contract or project. The bonds shall guarantee (i)
satisfactory compliance by Lessee with all applicable requirements, terms and
conditions of this Lease, including, but not limited to, the satisfactory completion
of the respective Improvements, and (ii) full payments to all persons, firms,
corporations or other entities with whom Lessee has a direct relationship for the
construction of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full
amount of each construction contract or project. If Lessee makes 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.
5.6. Bonds Required of Lessee's 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
5.5. shall apply.
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5.7. Releases by Lessor upon Completion of Construction Work.
Lessor will allow Lessee a 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. Such reimbursement or reduction shall equal 125% of the
amounts Lessee pays pursuant to such invoices.
6. DEPOSIT.
Due to the Lessee's substantial investment in the Premises and significant improvements
made to the Administration Building, Lessor hereby waives any requirement of Lessee to
provide a deposit prior to occupation of the Premises.
7. UTILITIES.
Lessor agrees and covenants that it will pay for all utilities in use on the Premises, with
the exception of internet and telephone utilities. Lessee agrees that all heating equipment
and other electrically-operated equipment which may be used on the Premises shall fully
comply with the City of Fort Worth Mechanical, Electrical, Plumbing, Fire and Building
Codes, as they exist or may hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs
Lessor shall provide janitorial services to the Premises. Lessee agrees to keep and
maintain the Premises in a good, clean and sanitary condition at all times,
reasonable wear and tear excepted. 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 doors, interior windows, flooring, awnings,
and all fixtures, equipment, modifications, surrounding pavement, fencing, and
gates on the Premises; provided, Lessee shall not be obligated to repair or replace
any item of a structural nature, including, but not limited to, the foundation, roof
and exterior walls of the Administration Building. 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 or
otherwise cure 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
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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. Inspection.
Lessor, through its officers, agents, servants or employees, reserves the right to
enter the Premises at any reasonable time in order to perform any and all duties or
obligations which Lessor is authorized or required to do under the terms of this
Lease or to perform its governmental duties under federal, state or local rules,
regulations and laws (including, but not limited to, inspections under applicable
Health, Mechanical, Building, Electrical, Plumbing, and Fire Codes, or other
health, safety and general welfare regulations). Lessee will permit the Fire
Marshal of the City of Fort Worth or his agents to make inspection of the
Premises at any time, and Lessee will comply with all recommendations made to
Lessee by the Fire Marshal or his agents to bring the Premises into compliance
with the City of Fort Worth Fire Code and Building Code provisions regarding
fire safety, as such provisions exist or may hereafter be added or amended.
Lessee shall maintain in a proper condition accessible fire extinguishers of a
number and type approved by Fire Underwriters for the particular hazard
involved. Lessor shall provide Lessee with reasonable advance notice of such
inspections when reasonable under the circumstances.
8.3 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"); provided Lessee shall not be responsible for any ADA
noncompliance existing as of the date the Lease term commences. In addition,
Lessee agrees that all improvements it makes at the Airport shall comply with all
ADA requirements.
9. ACCEPTANCE OF PREMISES.
Lessee agrees and covenants that it is fully advised of its own rights without reliance
upon any representation made by Lessor concerning the condition of the Premises.
Provided the Premises conform to all applicable laws, rules and regulations, and Exhibit
"B", Lessor's Administration Building Obligations, attached hereto and incorporated
herein for all purposes, Lessee accepts the Premises as satisfactory for all purposes set
forth in this Lease.
10. USE OF LEASED AREA.
10.1. Administration Building Suite.
Lessee agrees to use the Administration Building Suite exclusively for aviation or
aviation-related commercial activities. It is specifically agreed and stipulated that
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the following concessions are prohibited under this Lease, unless specifically
approved in writing by the Director of Aviation or authorized representative: (i)
ground transportation for hire; (ii) motor vehicle rental, including taxi and
limousine service; (iii) food sales; (iv) barber and valet services; and (v) alcoholic
beverage sales.
10.2. Parkin.
Lessee shall have the exclusive right to use the designated Parking area, as
identified in Section 1.2., for the parking of company vehicles and the vehicles of
its employees, licensees or invitees, subject to all ordinances and regulations of
the City of Fort Worth and all other applicable laws. Lessor shall provide site
lighting of the Parking Area sufficient to allow for the uses contemplated herein.
10.3. Apron Space.
Lessee shall have the right to use the designated Apron Space as identified in
Section 1.3., for the movement and parking of aircraft and other uses consistent
with the FBO services described herein. Lessor shall provide site lighting of the
Apron Space sufficient to allow for the uses contemplated herein.
Lessee's use of the designated Apron Space is strictly exclusive, but not unjustly
or discriminatorily, and is authorized under this Agreement solely for the
purposes of Lessee's provision of FBO services. Lessee recognizes that it cannot
impede and/or restrict the use of the designated Apron Space by the Bureau of
Customs and Border Protection in carrying out its duties to clear aircraft through
required customs inspections; provided, however, that Lessor shall request in
writing that the Bureau of Customs and Border Protection release Lessee from
any and all claims and liabilities arising out of, relating to or resulting from the
Bureau of Customs and Border Protection's access of the Apron Space.
Lessor reserves the right to coordinate the use of the designated Apron Space with
the Lessee for the use and operation of commercial service aircraft and Lessee
shall cooperate with Lessor in good faith and shall not unreasonably restrict nor
prevent the ingress/egress of commercial service aircraft. Additionally, Lessor
reserves the right of ingress/egress for the use of Lessor vehicles in the
conducting of airport business. Notwithstanding the foregoing, the rights reserved
under in this paragraph shall be subject to the following conditions: (i) to the
extent allowed by law, Lessor hereby releases, and shall use reasonable efforts to
cause any operator of a commercial service aircraft accessing the Apron Space to
indemnify, Lessee from any and all claims and liabilities arising out of, relating to
or resulting from Lessor's or such operator's access of the Apron Space;-and (ii)
no other Airport tenant or other person shall be permitted to provide FBO services
within the boundaries of the Apron Space.
In the event that such use conflicts with any rule or regulation currently in effect
or that may hereafter be enacted by the Federal Aviation Administration ("FAA")
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or with the Texas Department of Transportation ("TxDOT"), then such rule or
regulation shall control, and Lessor reserves the right to modify Lessee's use of
the designated Apron Space to comply with such rule or regulation. If Lessor is
required to modify Lessee's use of the designated Apron Space under this
provision, Lessor and Lessee shall enter into negotiations for replacement of the
Apron Space. If Lessor and Lessee are unable to reach a resolution, Lessee shall
have the right to terminate this Lease. Lessee shall also monitor and provide
reasonable security measures deemed necessary by Lessee or Lessor to all points
of access to and from the Lessee's Administration Building Office Space from the
designated Apron Space.
11. SIGNS.
Lessee may, at its own expense and with the prior written approval of the Director of
Aviation or authorized representative, create, install and maintain interior and exterior
signs for the Administration Building indicating Lessee's business. Such signs, however,
must be in keeping with the size, color, location and manner of display of other signs
throughout the Administration Building.
Lessor will mount monument sign(s) for the purpose of identifying Tenants at key locations
of the Airport. Lessee may, at its own expense, provide the appropriate number of sign
panels for placement on said monument sign(s) subject to prior written approval by the
Director of Aviation or authorized representative as to the sign's placement, appearance,
construction, and conformity with applicable City Code restrictions.
Lessee shall maintain all signs in a safe, neat, sightly and physically good condition.
Lessee agrees to pay Lessor for any damage, injury or necessary repairs to the Premises
resulting from the installation, maintenance or removal of any such sign. Lessee also
agrees to remove any sign at its own expense immediately upon receipt of instructions for
such removal from the Director of Aviation or authorized representative.
12. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
12.1. 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.
12.2. Lessor reserves the right to develop and improve the Airport as it sees ft,
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, with the exception of a future utility or drainage
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easement or right of way that directly and materially restricts, impairs or
interferes with Lessee's primary operations on the Premises.
12.3. This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government, which relates to the
operation or maintenance of the Airport and is required as a condition for the
expenditure of federal funds for the development, maintenance or repair of
Airport infrastructure. In the event that any such existing or future agreement
directly causes a material restriction, impairment or interference with Lessee's
primary operations on the Premises ("Limitation") for a period of less than seven
(7) calendar days, this Lease shall continue in full force and effect. If the
Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall
negotiate in good faith to resolve or mitigate the effect of the Limitation. If
Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the
Limitation, and the Limitation lasts between seven (7) and one hundred eighty
(180) days, then for such period (i) Lessee may suspend the payment of any rent
due hereunder, but only if Lessee first provides adequate proof to Lessor that the
Limitation has directly caused Lessee a material loss in revenue; (ii) subject to
ordinary wear and tear, Lessor shall maintain and preserve the Premises and its
improvements in the same condition as they existed on the date such Limitation
commenced; and (iii) the term of this Lease shall be extended, at Lessee's option,
for a period equal to the duration of such Limitation. If the Limitation lasts more
than one hundred eighty (18 0) 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.
12.4. 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)
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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.
12.5. 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.
12.6. 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 company. 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.
12.7. 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.
13. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies
of insurance as specified herein, naming the City of Fort Worth, its Officers, Employees
and Volunteers as an additional insured and covering all public risks related to the
leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall
obtain the required insurance in accordance with Exhibit "C", the "City of Fort Worth
Aviation Insurance Requirements" attached hereto and made part of this Lease for all
purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
13.1. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverage's, are subject to change at Lessor's option and as
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Fort Worth Meacham International Airport
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necessary to cover Lessee's and any Sublessees' operations at the Airport. Lessee
will accordingly comply with such new requirements within thirty (3 0) days
following notice to Lessee.
13.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective
insurance companies as proof that it has obtained the types and amounts of
insurance coverage required herein. Lessee hereby covenants and agrees that
upon timely renewal of any insurance policy required hereunder, it shall provide
Lessor with a new or renewal certificate of insurance within three (3) business
days of such insurance renewal. In addition, Lessee shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force
and effect.
13.3. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at the Airport, 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.
14. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent,
representative or employee of Lessor. Lessee shall have the exclusive right to control the
details of its operations and activities on the Premises and shall be solely responsible for
the acts and omissions of its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of
respondeat superior shall not apply as between Lessor and Lessee, its officers, agents,
employees, contractors and subcontractors. Lessee further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between Lessor and
Lessee.
15. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE USE OF THE AIRPORT UNDER THIS LEASE OR
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Pang. 12 nf'JS
WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR OR AS SET FORTH IN SECTION 10.3.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING
LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE
AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE,
USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
INTENTIONAL MISCONDUCT OF LESSOR OR AS SET FORTH IN SECTION
10.3.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAYLESSOR FOR
ANY AND ALL INJURY OR DAMAGE TO LESSOR'S PROPERTY WHICH
ARISES OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR
OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, PATRONS OR
TRESPASSERS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF LESSOR OR AS
SET FORTH IN SECTION 10.3.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR SHALL NOT BE RESPONSIBLE FOR INJURY TO ANY
PERSON ON THE PREMISES OR FOR HARM TO ANY PROPERTY WHICH
BELONGS TO LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR PATRONS,
AND WHICH MAY BE STOLEN, DESTROYED OR IN ANY WAY DAMAGED;
AND LESSEE HEREBY INDEMNIFIES AND HOLDS HARMLESS LESSOR, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL SUCH CLAIMS, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT OF
LESSOR OR AS SET FORTH IN SECTION 10.3.
16. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corporation, partnership, individual enterprise or
entity, claims immunity to or an exemption from liability for any kind of property damage
or personal damage, injury or death, Lessee hereby expressly waives its rights to plead
defensively any such immunity or exemption as against Lessor.
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 14 of 25
17. TERMINATION.
Upon termination of this Lease, all rights, powers and privileges granted to Lessee
hereunder shall cease and Lessee shall immediately vacate the Premises. Lessee agrees
that it will return the Premises and all appurtenances and improvements thereon in good
order and repair and in the same condition as existed at the time this Lease was entered
into, subject to ordinary wear and tear. Lessor shall have the immediate right to take full
possession of the Premises and to remove any and all parties remaining on any part of the
Premises without further legal process and without being liable for trespass or any other
claim. Lessor shall also have the right to remove any and all fixtures or equipment that
may be found within or upon the Premises without being liable therefor. 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 the Lease or any act
incident to Lessor's assertion of its right to terminate.
18. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, or (2) deposited in the United States Mail, postage prepaid,
addressed as follows (or at such other addresses as shall be designated in writing by
Lessor or Lessee):
TO LESSOR: TO LESSEE:
City of Fort Worth FW American Aero Operating Company, LLC.
Aviation Department c/o Group Holdings Aviation, LLC
4201 N. Main Street, Ste. 200 208 Lear Road
Fort Worth, Texas 76106 Fort Worth, Texas 76106
19. ASSIGNMENT AND SUBLETTING.
Lessee shall not assign, sell, convey, sublet or transfer any of its rights, privileges, duties
or interests granted by this Lease without the advance written consent of Lessor. Any
such transaction attempted by Lessee without prior written consent by Lessor shall be null
and void. If Lessor consents to any such transaction, the respective assignee or sublessee
shall consent to comply in writing with all terms and conditions set forth in this Lease the
same as if that party had originally executed this Lease.
20. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost
and expense, shall liquidate and discharge the same within thirty (30) days of such
creation or filing. Lessee's failure to discharge any such purported lien shall constitute a
breach of this Lease and Lessor may terminate this Lease immediately. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue
American Aero Administration Building Lease
Fort Worth Meacham International Airport
pauP 15 of 7.5
in effect following termination of this Lease and until such a time as the lien is
discharged.
21. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
22. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person
engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall
constitute an immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of the City of Fort Worth and the City of Fort Worth Police, Fire and Health
Departments; all rules and regulations established by the Director of Aviation; 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.
23. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall
be excluded from participation in or denied the benefits of Lessee's use of the Premises
on the basis of age, race, color, national origin, religion, disability, sex, sexual
orientation, transgender, gender identity or gender expression. Lessee further agrees for
itself, its personal representatives, successors in interest and assigns that no person shall
be excluded from the provision of any services on or in the construction of any
improvements or alterations to the Premises on grounds of age, race, color, national
origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender
expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 16 of 25
If any claim arises from an alleged violation of this non-discrimination covenant by
Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to
indemnify Lessor and hold Lessor harmless.
24. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its business at the Airport.
25. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, the City of Fort Worth does
not waive or surrender any of its governmental powers.
26. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's
right to insist upon appropriate performance or to assert any such right on any future
occasion.
27. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the terms of
this Lease or by Lessee's operations on the Premises, venue for such action shall lie in
state courts in Tarrant County, Texas, or the United States District Court for the Northern
District of Texas, Fort Worth Division. This Lease shall be construed in accordance with
the laws of the State of Texas.
28. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees
or charges, or the enforcement of performance or observances of any covenant, obligation
or agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.
29. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
30. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or
omission of performance due to force majeure or other causes beyond their reasonable
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 17 of 25
control, including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other cause beyond the reasonable control of the parties.
31. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the
entity. Each party is fully entitled to rely on these warranties and representations in
entering into this Agreement or any amendment hereto.
32. 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.
33. ENTIRETY OF AGREEMENT.
This written instrument, including any documents incorporated herein by reference,
contains the entire understanding and agreement between Lessor and Lessee, its assigns
and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provisions of this Lease. The terms and conditions of this Lease shall
not be amended unless agreed to in writing by both parties and approved by the City
Council of Lessor.
[signature pages follow]
American Aero Administration Building Lease
Fort Worth Meacham International Airport
pace 19 nf25
IN WIT SS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the�' day 2014.
CITY OF FORT WORTH:/
By: �� /�
Fernando Costa
Assistant City Manager
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this Xf7 day
52014.
LPublic,DANIELS
NSlate of Texas- ion Expires tart'Public in and for the State of Texas
�.EOF �`' , 2017
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
1
By:(_0, By:"—AU
�S a�
Charlene Sanders Mary J. Kayser
Assistant City Attorney A� City Secretary
FO
M&C:
s 0
Date: ° ° r
°OPO°nnocoo
OF FpBc�� L RECORD
UV u 9 MCRETARY
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 19 of 25 i
LESSEE: ATTEST:
FW AMERICAN AERO OPERATING
COMPANY, LLC
By: c By:
Robert Agost' o, Vice President
Date: /'}- /1 - Po/l/
STATE OF--V-c-),,a5 §
COUNTY OF---�-a rra,4 §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Robert Agostino, 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 FW
American Acro Operating Company, LLC and that he executed the same as the act of The FW
American Aero Operating Company, LLC for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVEN UNDER MY IIAND AND SEAL OF OFFICE this day
2014.
CHRIS YOUNG Notary Public in and br the kate of Texas
* NOTARY PURUC
STATE OF TEXAS
My domth,gip.02^16.2016
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Paae 20 of 25
Exhibit"A-1"
Depiction of Administration Building Office Space
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American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 21 of 25
Exhibit"A-2"
Depiction of Parking and Apron Space
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110
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American Aero Administration Building Lease 11-3-2014
Fort Worth Meacham International Airport
Page 22 of 25
Exhibit`B"
Lessor's Administration Building ObliLyations
This exhibit is based upon the design of the Meacham Administration Building as of 11/1/2014
1. Slab to be flat, uniform, and clear of prior flooring, adhesives, grout, etc. — ready to
receive new flooring. Some parts of the floor are existing and flatness will be "as is".
Existing floor finishes, adhesives, and grout removed.
2. Exterior walls to be complete and watertight with complete cut-tainwall/storefront
trim on interior of space.
3. Lessor to accommodate Lessee's structural and electrical requirements for exterior
window treatments.
4. Perimeter doors and vestibule enclosure construction by Lessor— door and hardware
selections to be coordinated with Lessee.
5. TAS/ADA compliant accessible ingress/egress and site access and amenities by
Lessor.
6. Temporary life safety for shell space by Lessor — fire alarm, fire sprinkler, exit
signage, etc. Fire alarm and sprinkler locations and devices to be coordinated with
Lessee's Construction Documents.
7. Electrical service to Lessee space by Lessor—capacity and location to be coordinated
with Lessee's Construction Documents.
8. Water service to Lessee space by Lessor — capacity and location to be coordinated
with Lessee's Construction Documents.
9. Gas service to Lessee space by Lessor (if required) — capacity and location to be
coordinated with Lessee's Construction Documents.
10. Conduit(s) for voice and data services to Lessee space by Lessor — size and location
to be coordinated with Lessee's Construction Documents. Lessor to provide
Telephone Backboard (in the Communications Room or Main Electrical) for Lessee
to install their communications infrastructure (Telecommunication Administration).
11. Sanitary Sewer infrastructure to Lessee space by Lessor— capacity and location to be
coordinated with Lessee's Construction Documents.
12. HVAC rooftop equipment and interior units to be provided and installed by Lessor in
sufficient quantity/capacity as defined by Lessee to fully condition the space. Final
interior equipment selection and locations to be coordinated with Lessee's
Construction Documents.
13. To the extent items 5-11 have equipment, piping, conduit, etc. that need to be
incorporated in the Terminal construction — slabs, core and shell walls, roof, etc,
Lessor shall install or notify and afford Lessee the opportunity to install during
Terminal Construction.
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 23 of 25
14. Lessor to accommodate electrical rough-in and structural support of Lessee signage at
all entry locations and near building parapet level above entrances and a minimum of
2 locations on site.
15. Lessor to provide parking lot paving, sidewalk, striping, lighting, standard
"decorative"AOA fence, and Code/TAS required signage.
16. Lessor to accommodate Lessee's installation of parking canopy foundations and
electrical during the Terminal Construction.
17. Lessor to accommodate Lessee's installation of traffic control gates and electrical
during the Terminal Construction.
18. Lessor shall provide underground piping and conduit required for services to GSE
building - water, sewer, gas, electrical, voice/data conduit, etc. to be coordinated with
Lessee's Construction Documents.
19. Lessor to accommodate Lessee's installation of GSE Building foundations during the
Terminal Construction.
20. Lessor to accommodate Lessee's construction access and activities in the Shell space,
site improvements, and GSE building to be concurrent with the Terminal
Construction.
21. Lessor to allocate 70 parking spaces and 3 ADA spaces for Lessee's exclusive use
within a designated secured parking area.
22. Lessor to provide power to Lessee provided signage near secured gate entrance into
exclusive use parking area.
23. Lessor to provide ramp lighting from building roof parapet.
24. Lessor to provide cantilevered landside vehicular drop-off canopy and airside
pedestrian canopy, to include structure, finish materials, exterior lighting, weather
tight roofing and internal drainage.
25. Lessor to provide watertight envelope at exterior wall conditions for FBO's key
feature wall at both landside to airside entries. Lessee to apply final finish material.
26. Lessor to provide foundations for future Lessee provided for landside vehicular
canopies (2 large, 2 small) and associated electrical conduit rough-ins for future
lighting as approved by the Lessor. Specifications will match existing canopy
foundations.
27. Lessor to provide electrical raceway (approximately 100' length) embedded within
the new structural slab of the FBO lobby.
28. Lessor to provide all associated irrigation necessary to maintain landscape installed.
29. Lessor to provide all Lessee demising walls including fire rated construction required
to separate FBO's two story high lobby from adjacent second floor Lessee space.
30. The apron space shall be in good and usable condition, sufficient for Lessee's intended
use.
American Aero Administration Building Lease
Fort Worth Meacham International Airport
Page 24 of 25
Exhibit"C"
City of Fort Worth
Aviation Minimum Insurance Requirements
Commercial Environmental Automobile Liability (To
Insurance Liability'Category Property General Hanganly' s Impairment Liability Aircraft and Passenger Include Hired&Non-owned
Liability Liability Vehiclees) 6
Fixed Base Operators(FBO's) Yes $5,000,000 $5,000,000 $1,000,000 $ 1,000,000
Aircraft Maintenance Operator and
Avionics orinstrumentMaintenance '5 $1,000,000 $1,000,000 $ 1,000,000
Operator-Piston
Aircraft Maintenance Operator and
Avionics or instrument Maintenance '5 $5,000,000 $1,000,000 $ 1,000,000
Operator-Turbine
Avionics or Instrument Maintenance 5 $1,OOQ000 $ 1,000,000
Operator(Bench work Only)
Aircraft Rental or Flight Training .5 $1000000
Operator >5 $1,000,OOU- $ 1,000,000
$100,000/passenger
Aircraft Charter or Aircraft "5 $5,000,000/occurrence
Management Operator 15 $1,000,000 $ 1,000,000
$500,000/passenger
Aircraft Sales Operator 5 $1,000,000 $1,000, moccurrence $ 1,000,000
:5 $100,000/passenger
`5 $1,000,000 $1,000,000
Aircraft Storage Operator
`5 $5,000,0003 $5,000,0003 $ 1,000,000 '..
Aviation Service Sole Proprietor '5 $1,000,000' $1,00,000/0assen e r4 $ 250,000
$100,000/passenger
Other Commercial Aeronautical $1,000,000 $300,000/occurrence $ 1,000,000
Activities
Temporary Specialized Aviation $1,000,000 $300,000/occurrence $ 1,000,000
Service Operator
Non-Commercial Hangar Lessee '5 $300,000/occurrence $ 1,000,000
Non-Commercial Flying Club =5 $1,000,UOOloccurrence $ 1;000,000
$100,000/passenger
Non-Commercial Self-Fueling =5 $ 1,000,000 $1,000,000 $300,000/occurrence $ 1,000,000
Permitee Jet Fuel and/or Av as
Non-Commercial Self-Fueling
Permitee '5 $500,000 $300,000 1occurrence $ 250,000
Alternative Fuels e. .m as
T-Hangar or Community Hangar '5 $300,000/occurrence $ 250,000
Other Insurance requirements subject to determination by Aviation Depatrent and Risk Management.
Additional Insurance Requirements
-Lessee's policies are to be primary to any other valid and collectible insurance available to the City
•AII policies shall include a Waiver of Subrogation in favor of the City(Temporary SASO must also include Airport Lessee)
-The City of Fort Worth shall be named as Additional Insured(Temporary SASO must also include Airport Lessee)
-Policies shall have no exclusions by endorsement,which neither nullify or amend the required lines of coverage,nor decrease.the limits of said coverage
Coverage per aircraft should be equivalent to the average aircraft value at one time and coverage per occurrence should be equivalent to the average of the
maximum value of total aircraft at one time,but not less than the amount noted above
2 Must include Negligent Instruction Coverage _
3 If aircraft storage operator is providing subleasing space for aircraft storage
4 Only required for those providing flight instruction
5 Depends on terms of the lease agreement
I'If vehicle oarl<ed landside-State minimums would appIv
Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014)
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCILAGENDA FORTWORTH
COUNCIL ACTION: Approved on 10/15/2013
CONTINUED FROM A PREVIOUS WEEK
DATE: 10/7/2013 REFERENCE NO.: C-26494 LOG NAME: 55FTW ADMINBLDG
FBO
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of a Fixed Base Operator Lease Agreement with FW American Aero
Operating Company, LLC, for Office Space in the Meacham Administration Building and
Parking Spaces in the Parking Area Adjacent to the Meacham Administration Building at
Fort Worth Meacham International Airport (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Fixed Base Operator Lease
Agreement with FW American Aero Operating Company, LLC, for office space in the Meacham
Administration Building and parking spaces in the parking area adjacent to the Meacham
Administration Building at Fort Worth Meacham International Airport.
DISCUSSION:
The Aviation Department plans on investing approximately $16.5 million for the renovation of the
Meacham Administration Building (Administration Building) (formerly known as the Meacham
Terminal Building) at Fort Worth Meacham International Airport(Meacham). Accordingly, the
Department seeks to establish a lease for a long-term non-exclusive Fixed Base Operator (FBO) to
be housed within the Administration Building.
A Request for Proposals (RFP) was published for these services on July 10, 2013 and July 17, 2013
in the Fort Worth Star-Telegram. Two FBO operators submitted proposals. A selection committee
reviewed and evaluated the submittals and selected FW American Aero Operating Company, LLC
(American Aero.
The renovation of the Administration Building is projected to begin in the spring of 2014 with a target
completion date in the summer of 2015. American Aero will be responsible for the build out of its
leased space and anticipates spending approximately$2,000,000.00 to accommodate its FBO
operation. The lease term will commence upon the completion of construction and issuance of a
Certificate of Occupancy.
American Aero is currently operating as an FBO at Meacham. The City consented to an assignment
of Fuel Farm Site No. 1 and the public fueling and FBO permit from Atlantic Aviation Services
(Atlantic) to American Aero on July 10, 2012 (M&C C-25702). On the same date, the City consented
to the assignment of leases for Lease Sites 17N, 19N, 20N, 22N and 11 S from Atlantic to American
Aero (M&C 25701). Additionally, on December 11, 2012, the City and American Aero entered into a
Ground Lease for Lease Site 12N; mandatory improvements for this lease site include the
construction of two 40,000 square foot hangars (M&C C-26002).
The lease will consist of approximately 7,000 square feet of first floor office space in the newly
renovated Administration Building to be calculated at a rate of approximately $22.00 per square foot,
as well as approximately 12,240 square feet of ground space for the allocation of designated parking
spaces at a rate of approximately $0.32 per square foot. This lease is expected to generate
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=l 8958&councildate=10/1 5/2013 12/23/2014
M&C Review Page 2 of 2
approximately$157,916.80 annually in revenue.
In accordance with the City's adopted leasing policy, the lease will provide for a 30 year term, with
two five year renewal options. Office rental rates shall be subject to an increase on October 1 st of
any given year. Ground rental rates shall be subject to an increase on October 1st of any given year
to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the
last adjustment as well as subject to an adjustment every five years to reflect the then current
applicable ground rental rates. All other terms will be in accordance with City and Aviation
Department leasing policies.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Aviation Department is responsible for
the collection and deposit of funds due the City under this Agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 491282 0551101 $154,000.00
PE40 491052 0551101 $3,916.80
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: Jonnie Huitt (5409)
ATTACHMENTS
55FTW ADMINBLDG FBO Exhibit.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=18958&councildate=10/15/2013 12/23/2014