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Contract 50902
C;: Crryop"o ��DCITY SECRETARYSZ)gCONTRACT NO. N�22018 FORT WORTH SPINKS AIRPORT RrAR� GROUND LEASE AGREEMENT LEASE SITE#31N This HANGAR AND GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager,and DANIEL GRIFFITH("Lessee"), an individual. AGREEMENT In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 48,817 square feet of ground space ("Ground Space"), including a 12,000 square foot hangar ("Hangar") at Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site Lease Site 31N, ("Premises"), as shown in Exhibit "A", attached hereto and made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on June 13, 2018 ("Effective Date") and expire at 11:59 P.M. on June 12, 2048, unless terminated earlier as provided herein. 2.2. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this action will create a month-to-month tenancy. In this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time of the Holdover. The hangar rate will be adjusted to equal the then Fair Market Value, as determined by Lessor's market analysis. In no case shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third party vendor that has been approved and secured by Lessor. A ten percent (10%) increase will be added to the Fair Market Value rate until a new lease agreement is approved and executed. The holdover DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N OFFICIAL RECORD Fort Worth$pinks Airport CITY SECRETARY Page 1 of 22 FT.WORTH,TX period will not exceed six (6) months from the time the current lease agreement expires. Upon the expiration of the holdover period, the City may exercise all legal rights and remedies available, including but not limited to eviction. 3. RENT. 3.1. Rates and Adjustments 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, 2019, and on October 1St of any subsequent year during the Initial Term, to reflect any upward change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency (i) for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase; provided, however, that Lessee's rental rates shall not exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.1.1 Ground Rate Lessee shall commence the payment of rent for the Ground Space on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground Space, Thirteen Thousand One Hundred Eighty Dollars and 59/100 ($13,180.59), at a rate of Twenty-Seven cents ($0.27)per square foot, payable in equal monthly installments of One Thousand Ninety-Eight and 3 8/100 ($1,098.38). 3.2. Five-Year Adjustments In addition to the Annual Rent Adjustments, on October 1,2023,and every fifth (5t')year thereafter for the remainder of the Initial Term(i.e. on October 1 st of 2028,2033, 2038 and 2043),rent shall automatically be adjusted to equal the then- current rates prescribed by the Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. 3.4 Payment Dates and Late Fees. Monthly rent payments are due on or before the first (1st) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment by close of business the DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 2 of 22 tenth(10th) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent(10%)per month on the entire balance of any overdue rent that Lessee may accrue. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1 Mandatory Improvements As additional security for this Lease, Lessee covenants and agrees that it shall construct the improvements on the Premises owned by the City of Fort Worth. Lessee may not initiate any improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of same to Lessor in writing, and also requests and receives in writing approval from Lessor's Director of Airport Systems or authorized representative ("Director"). The improvements approved shall be referred to as "Mandatory Improvements", as referenced in Exhibit"B". 4.2 Discretionary Improvements. Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on any tract of the Premises. Lessee may not initiate any Discretionary Improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of same to Lessor in writing, and also requests and receives in writing approval from Lessor's Director of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the construction of any such Discretionary Improvements. Lessor shall promptly review, consider and make a decision on approval of such plans, specifications and estimates. Upon completion of any such Discretionary Improvements or the termination of this Lease, Lessor shall take full title to any Discretionary Improvements on the Premises. 4.3 Process for Approval of Plans. Lessee's plans for construction of the Discretionary Improvements shall conform to Spinks' architectural standards and must also be approved in writing by Lessor's Planning and Development Department. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. Lessor covenants and agrees that Lessor shall handle any and all such plans for construction and improvement in a manner consistent with the provisions of Section 4.2 above. DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 3 of 22 4.4 Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Discretionary Improvement, including, at a minimum, a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As-Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total cost/value of the Discretionary Improvements. 4.5 Bonds Required of Lessee. Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all applicable requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the construction of such Improvements. In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125%of the full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective Improvements, or if claims are filed by third parties on grounds relating to such Improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit and apply the proceeds to complete the Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee. 4.6 Bonds Required of Lessee's Contractors. Prior to the commencement of any Discretionary Improvement, each of Lessee's contractors shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract with Lessee. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Discretionary Improvement. The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by Lessor, and (ii) full payment for all DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 4 of 22 wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.7 Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit to the extent of construction costs paid through that date upon (i) where Lessee serves as its own contractor, verification that Lessee has completed construction work, or (ii) where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid affidavits and final waivers of liens. Any unused amounts in the cash deposit account will be refunded to Lessee upon final completion of the construction work. 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to sublease portions of the Premises to various third parties ("Sublessees") for aviation-related purposes only under terms and conditions acceptable to and determined by Lessee, provided that all such arrangements shall be in writing and approved in advance by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation-related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a standard lease form for all Sublessees and shall submit a copy of such standard lease form to the Director prior to Lessee's execution of its first lease and from time to time thereafter following any material changes to such lease form. Lessee may make non-material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances without the prior written consent of Lessor. 6. REPORTS,AUDITS AND RECORDKEEPING. Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor with a written annual report, in a form acceptable to the Director that reflects Lessee's rental rates for the immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates on the Premises for the period requested by Lessor. These reports shall be delivered to DANIEL GRIFFITH Ground Lease Agreement LEASE SITE OIN Fort Worth Spinks Airport Page 5 of 22 Lessor's Department of Aviation at the address provided in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically- operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear expected. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations, which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 6 of 22 whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 8.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2) hours'notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal, state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition DANIEL GRIFFITH Ground Lease Agreement LEASE SITE OIN Fort Worth Spinks Airport Page 7 of 22 accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,SUBCONTRACTORS OR INVITEES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the exterior of the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or DANIEL GRIFFITH Ground Lease Agreement LEASE SITE 431N Fort Worth Spinks Airport Page 8 of 22 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. 10.4 During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven(7) calendar days,this Lease shall continue in full force and effect. If the Limitation lasts more than seven(7)calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven(7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty(180)days,then(i)Lessor and Lessee DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 9 of 22 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 and regulations with respect to the occupancy and use of airport premises as adopted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state, federal or local authority. 11. INSURANCE. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth, its Officers, Employees and Volunteers as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the required insurance in accordance with Exhibit "C", the "City of Fort Worth Aviation Insurance Requirements"attached hereto and made part of this Lease for all purposes. In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. 11.1. Adiustments to Required 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 DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 10 of 22 cover Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 11.2. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.3. Additional 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. 12. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent,representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee fixrther agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#3IN Fort Worth Spinks Airport Page 11 of 22 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW,HEREB Y 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, INCL UDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS, AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF THE AIRPOR T UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS A GENTS,SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 12 of 22 PERSONS OR PARTIES FROM 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 Pay Rent,Fees or Other Charges. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten(10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately. 14.3. Abandonment or Non-Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor. 14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default. If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 13 of 22 14.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand-delivered to the other 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 Daniel Griffith Aviation Department 217 Man O War 201 American Concourse, Suite 330 Burleson, Texas 76028 Fort Worth, TX 76106 (817)219-8471 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page I4 of 22 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. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee and its officers, agents, employees, contractors, subcontractors, licensees or invitees shall immediately desist from and correct the violation. 19.1 Compliance with Minimum Standards and Schedule of Rates and Charges: Lessee hereby agrees to comply at all times with the City's Minimum Standards, as may be adopted by the City Council from time to time. Lessee shall be bound by DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 15 of 22 any charges adopted in the City's Schedule of Rates and Charges,as may be adopted by the City Council from time to time. 20. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation,transgender, gender identity or gender expression. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs, of the Department of Transportation and with any amendments to these regulations which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. DANIEL GRIFFITH Ground Lease Agreement LEASE SITE OIN Fort Worth Spinks Airport Page 16 of 22 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys'fees. 26. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems or any other cause beyond the reasonable control of Lessor or Lessee. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in DANIEL GRIFFITH Ground Lease Agreement LEASE SITE OIN Fort Worth Spinks Airport Page 17 of 22 conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. 30. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE. Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Lease, Lessee certifies that Lessee's signature provides written verification to the City that Lessee: (1) does not boycott Israel, and(2) will not boycott Israel during the term of the Lease. [Signature Pages Follow] DANIEL GRIFFITH Ground Lease Agreement LEASE SITE 031N Fort Worth Spinks Airport Page 18 of 22 IN WITNESS WIAREOF, the parties hereto have executed this Agreement in multiples on this the� ay of 2018. CITY OF FORT WORTH: By: .a Fernando Costa Assistant City Manager Date: 622218 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 U1-4DER MY HAND AND SEAL OF OFFICE this .Z day e ,2018. Y ��,,� TRIKINYA L. JOHNSON ,r° Notary Public,State of Texas < -k"'. . Comm.Expires 04-17-2022 ''.', of�`; Notary ID 1238832 0 Notary P blic 1 d for the State of Texas APPROVED AS TO FORM ATTEST: AND LITY: By: By: Assistant (WAttorney tity S OF�F�RT� M&C: C-26726 Approval Date: June 12,2018 Form 1295: N/A U ' * 2 CAS DANIEL GRIFFTrH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 19 of'22 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of AO ensuring all performance and reporting requirements. Anne-Marie Stowe, Leasing Coordinator LESSEE: ATTEST: ANI RI FITH By: By: DANIEL GRIFFI Date: J 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 DANIEL GRIFFITH, 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 DANIEL GRIFFITH, and that he executed the same as the act of DANIEL GRIFFITH for the purposes and consideration therein expressed and in the capacity therein stated. �w GIVE;" UNDER MY HAND AND SEAL OF OFFICE this _ Y day 2018. ANNE MARE STOWE A n:Notary Public, State of Texas Comm. Expires 05-01-2022 Notary Public in and for the State of Texas Notary ID 459765 DANIEL GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 20 of 22 EXHIBIT A REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE 31N (Survey to be inserted) DANIEL.GRIFFITH Ground Lease Agreement LEASE SITE#31N Fort Worth Spinks Airport Page 21 of 22 S89°25'14"W 239.32' Ji IRS PLACE OF NAD-1983 COORDINATE `L' COMMENCING H r SYSTEM(2011) �- EXISTING CONCRETE PAVEMENT FOUND ST IRON ROD w NORTHEAST CORNER OF TEXAS NORTH CENTRAL ZONE N 00X GRID COORDINATES o rt1 BLOCK 5 Z i-- CONTROL N: 6893511.79 o FORT WORTH SPINKS N TO SPINKS 3 (GRID) E: 2337648.08 0 Ln AIRPORT MONUMENT NO. 3142,13' N89 34 40 E 202.17 CABINET A,SLIDE 353 "' S82° 21' 21 WP.R.T,C.T. �<K G EXISTING CONCRETE PAVEMENT PLACE OF zo ��ti�� r 3R BEGINNING SET X-CUT IN CONCRETE b NAD-1983 COORDINATE h1 �J 1p� I o o SYSTEM(2011) o TEXAS NORTH TH CENTRAL ONE 'GRIDMo I N: 6893513.28 0 62.75' E: 2337850.25 c LEASE SITE 31-N 20.00' z FOUND 5/8"CAPPED IRON ROD �- 79.00' 1.121 ACRES OR �y STAMPED"CITY OF FORT 48,817 SQUARE FEET WORTH SURVEY SECTION" EXISTING METAL HANGER W BLOCK 5 (12,000 SQUARE FEET) FORT WORTH SPINKS �` I PREVIC'Uu LEASE r' AIRPORT ,Zti�G�� SITE 31- - �. o fJ CABINET A, SLIDE 353 P� _ n„ -- N RFP,,r_� rRL 19)� P.R.T.C.T. ; o w I 79.00' 20.00' N 20.00' r+ IRS N SCALE: i" = 5C' IRS I ! ° o' 25' 50' S890 32' 15"W 43.40' SET X-CUT CD IN CONCRETE N00° 03' 39"W 20.00' Mo ¢ AIRPORT CONTROL MONUMENT BLOCK 5 C:) w NGS MONUMENT NO.A62808 SET X CUT IN CONCRETE oo (n FORT WORTH SPINKS S89° 32' 15"W 22.21' w w AIRPORT o N: 6,890,344.76 rn � CABINET A,SLIDE 353 o I I c) aP.R.T,C.T. E: 2,334,148.78 FOUND X-CUT I i, GENERAL NOTES: IN CONCR E CISU'-- --�---- �- — --`- 0 0 z EXISTING CONCRETE FOUND X-CUT 1.All coordinates and bearings shown herein are z PAVEMENT IN CONCRETE Texas Coordinate System, NAD83(2011),Texas x North Central Zone(4202). All distances shown herein are surface distances, unless otherwise SET X-CUT S890 34' 40"W 139.75' IRS noted. IN CONCRETE LEASE SITE 32-N 2.All iron rods set(IRS)are 5/8-inch with a plastic I PREPARED APRIL 7, cap stamped"RPLS 4838". All found monuments �� 0 F T� 1998 shown hereon are deemed to be controlling ,C. monuments, /©�/�? MICII EL. DAN DAA I LEGEND �' // 0 DIMENSION POINT,NOTHING FOUND OR SET �••� X8'38 •ti UNLESS NOTED OTHERWISE O.P.R.T.C.T. OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEXAS FORT WORTH � s P.R.T.C.T. PLAT RECORDS,TARRANT COUNTY,TEXAS I. 1. ❑ WATER METER / —Ex.–WL— WATERLINE FORT WORTH SPINKS AIRPORT -10B A I STE R 1 LEASE SITE 31-N E N G I N E E R I N G L240 North Mitchell Road I Mansfield,TX 76063 1817.842.2094 1 817.842,2095 fax PORTION OF BLOCK 5 � TBPLS REGISTRATION NO.10193823 CITY OF FORT WORTH,TARRANT COUNTY,TEXAS Project No.999-18-031 Date:5/2/2016 Page 2 of 2 Drawn by:SA Checked by.MD2 LEGAL LAND DESCRIPTION - EXHIBIT A LEASE SITE 31-N BEING a portion of that certain tract of land in the Hiram Little Survey, Abstract No. 930, City of Forth Worth, Tarrant County, Texas, described as Block 5, Fort Worth Spinks Airport (hereinafter referred to as Block 5), an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 353, Plat Records, Tarrant County, Texas, and being more particularly described, by metes and bounds, as follows: COMMENCING at a one-half inch iron rod found for the Northeast corner of said Block 5, same being the South line of that certain tract of land described in a General Warranty Deed to Phoenix Industrial Park, LLC (hereinafter referred to as Phoenix Industrial Park tract), as recorded in Instrument Number D206377783, Official Public Records, Tarrant County,Texas (O.P.R.T.C.T.), same also being the Westerly line of that certain tract of land described in a Corrective General Warranty Deed to Phoenix Industrial Park, LLC, as recorded in Instrument Number D206319454, O.P.R.T.C.T.; THENCE South 89 degrees 25 minutes 14 seconds West with the common line between said Block 5 and said Phoenix Industrial Park tract, a distance of 239.32 feet; THENCE South 00 degrees 24 minutes 19 seconds East, departing the South line of said Phoenix Industrial Park tract and crossing said Block 5, a distance of 384.11 feet to an "X" cut set in concrete pavement for the PLACE OF BEGINNING; THENCE continue crossing said Block 5 for the following 8 courses: 1. South 00 degrees 24 minutes 19 seconds East, a distance of 270.31 feet to an five-eighths inch iron rod with plastic cap stamped "RPLS 4838" set for corner; 2. South 89 degrees 34 minutes 40 seconds West, a distance of 139.75 feet to an "X" cut set in concrete pavement for corner; 3. North 01 degree 03 minutes 39 seconds East, a distance of 80.03 feet to an "X" cut set in concrete pavement for corner; 4. South 89 degrees 32 minutes 15 seconds West, a distance of 22.21 feet to an "X" cut set in concrete pavement for corner; 5. North 00 degrees 03 minutes 39 seconds West, a distance of 20.00 feet to a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" set for corner; 6. South 89 degrees 32 minutes 15 seconds West, a distance of 43.40 feet to a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" set for corner, same being parallel and 90 degrees East, a distance of 79.00 feet from the existing centerline of taxiway; 7. North 00 degrees 03 minutes 39 seconds West with said parallel line, a distance of 170.36 feet to a five-eighths inch iron rod with plastic cap stamped "RPLS 4838" set for corner; 8. North 89 degrees 34 minutes 40 seconds East, a distance of 202.17 feet to the PLACE OF BEGINNING, and containing a calculated area of 1.121 acres (48,817 square feet) of land. FORT WORTH lr-'" B ANN IS TER FORT WORTH SPINKS AIRPORT - E N G I N E E R I N G LEASE SITE 31-N L240 North Mitchell Road I Mansfield,TX 76063 1 817.842.20941 817.842.2095 fax PORTION OF BLOCK 5 � TBPLS REGISTRATION NO.10193823 CITY OF FORT WORTH, TARRANT COUNTY, TEXAS Project No.999-18-031 Date:5/2/2018 1 Page 1 of 2 Drawn by:SA Checked by:MD2 EXHIBIT "B" MANDATORY IMPROVEMENTS LEASE SITE 31N All Mandatory Improvements for Lease Site 31N, as detailed below, must be completed in accordance with Section 4 of the Lease and must be completed within six (6) months of the execution of the Lease and approved by the Aviation Department in its reasonable discretion. Mandatory Improvements to be completed are as follows: 1. If use of hangar is intended to have offices, a plan must be submitted for the use of the office space; 2. Update, repair or renovate restrooms; 3. Repainting or re-facing the exterior and interior of the hangar; 4. Replace/repair light fixtures inside the hangar and ensure that all light fixtures are operational and working properly; 5. Maintenance and upkeep of aircraft apron area and interior concrete area is required. DANIEL GRIFFITH Ground lease Agreement LEASE SITE 431N Fort Worth Spinks Airport Page 22 of 22 FORT�WORTH A%11A:[ION EXHIBIT C-MINIMUM INSURANCE REQUIREMENTS Commercial Environmental Automobile Liability (To Category Property General Hanga ' rs Impairment Aircraft and Passenger Include Hired&Non-owned Insurance Liability Liability' Liability Liability Vehiclees) e Fixed Base Operators(FBO's) Yes $5,000,000 $5,000,000 $1,000,000 $ 1,000,000 Aircraft Maintenance Operator and Avionics or Instrument Maintenance '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 $1,000,000 $ 1,000,000 Operator (Bench work Only) Aircraft Rental or Flight Training .52 $1,000,000/occurrence Operator ,5 $1,000,000 $ 1,000,000 $100,000/passenger Aircraft Charter or Aircraft .5 $5,000,000/occurrence Management Operator $1,000,000 $ 1,000,000 9 Pe ,5 $500,000/passenger Aircraft Sales Operator .5 $1,000,000 $1,000,000/occurrence $ 1,000,000 .5 $100,000/passenger •5 $1,000,000 $1,000,000 Aircraft Storage Operator '5 $5,000,000 3 $5,000,000 3 $ 1,000,000 Aviation Service Sole Proprietor '5 $1,000,000 2 $1,000,000/occurrence $ 250,000 $100,000/passenger Other Commercial Aeronautical $1,000,000 $300,000/occurrence $ 1,000,000 Activities Temporary Specialized Aviation Service Operator $1,000,000 $300,000/occurrence $ 1,000,000 Non-Commercial Hangar Lessee '5 $300,000/occurrence $ 1,000,000 Non-Commercial Flying Club •5 $1,000,000/occurrence $ 1,000,000 $100,000/passenger Non-Commercial Self-Fueling .5 $ 11000,000 $1,000,000 $300,000/occurrence $ 1,000,000 Permitee Jet Fuel and/or A as Non-Commercial Self-Fueling Permitee '5 $500,000 $300,000/occurrence $ 250,000 Alternative Fuels e.q.m as Box Hangar,T-Hangar,Community '5 $300,000/occurrence $ 250,000 Hangar Other 'Insurance requirements subject to determination by Aviation Department and Risk Management. Additional Insurance Requirements -Lessee's policies are to be primary to any other valid and collectible insurance available to the City -All 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 Only required for those providing flight instruction 5 Depends on terms of the lease agreement 5 If vehicle parked landside-State minimums would apply Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014) DEFINITIONS: Coverage for the Building includes(but is not limited to)the building and structures,completed additions to covered buildings,outdoor fixtures, permanently installed fixtures,machinery and equipment. The building material used to maintain and service the insured's premises is also insured. Business Personal Property owned by the insured and used in the insured's business is covered for direct loss or damage. The coverage includes(but is not limited to) furniture and fixtures,stock,improvements and betterments, leased property for which you have a contractual obligation to insure and several other similar business property items when not specifically excluded from coverage. The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while in the insured's care,custody and control. PROPERTY INSURANCE Business Income(sometimes called Business Interruption)affords protection against the loss of earnings of a business during the time required to rebuild or repair covered property damaged or destroyed by fire or some other insured cause of loss. Extra Expense allows coverage for those additional expenses over and above normal operating expenses paid due to damage to covered property from a covered cause of loss. These expenses could include rent,utilities,moving expenses,telephone, advertising and labor. This coverage protects the insured for bodily injury or property damage to the third parties,for whlch they are legally liable.The policy covers accidents occurring on the premises or away from the premises. Coverage is provided for injury or damages arising out of goods or products made or sold by the named insured. Coverage is afforded for the named insured and employees of the named insured; however,several individuals and organizations other than the named insured may be covered depending upon certain circumstances specified in the policy. In addition to the limits,the policy provides supplemental payments for attorney fees,court costs and other expenses associated with a claim or the defense of a liability suit. Coverage A-Bodily Injury and Property Damage Liability COMMERCIAL GENERAL Bodily Injury means physical injury,sickness or disease,including death. Property Damage means physical injury LIABILITY to tangible property,including the resulting loss of use of that property. Coverage B-Personal Injury and Advertising Injury Liability Personal Injury means false arrest, malicious prosecution,wrongful entry or eviction,libel,slander and violations of a person's right of privacy. Advertising Injury means libel,slander,disparagement,violations of a person's right of privacy, misappropriation and copyright infringement. Coverage C-Medical Payments Medical Payments means medical expenses for bodily injury caused by an accident. HANGARKEEPERS Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the aircraft is in the care,custody or control of the insured for safekeeping,storage,service or repair.Coverage LIABILITY extends to liability claims involving an aircraft's loss of use. Insures the pollution exposure associated with the insured's property and operations, Inciuding costs of cleanup and ENVIROMENTAL remedial or corrective action due to a third-party demand or a government order.The Pollution exclusion in general liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs IMPIRMENT LIABILITY arising from most types of pollution events. Because of this,customized protection for the pollution exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks involved in aviation.Aviation insurance policies are distinctly different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT AND terminology,as well as terminology, limits and clauses specific to aviation insurance. Passenger liability protects PASSENGER.LIABILITY passengers riding in the accident aircraft who are injured or killed. In many countries this coverage is mandatory only for commercial or large aircraft.Coverage is often sold on a"per-seat"basis,with a specked limit for each passenger seat. The liability coverage of the Business Auto Policy provides protection against legal liability arising out of the AUTOMOBILE LIABILITY ownership, maintenance or use of any insured automobile. The insuring agreement agrees to pay for bodily injury (TO INCLUDE HIRED& or property damage for which the insured is legally responsible because of an automobile accident. The policy also NON-OWNED VEHICLES) states that,in addition to the payment of damages,the insurer also agrees to defend the insured for all legal -- defense cost. The defense is in addition to the policy limits. WAIVER OF An agreement between two parties in which one party agrees to waive subrogation rights against another in the SUBROGATION event of a loss. The intent is to prevent one party's insurer from pursuing subrogation against the other party. Aviation Minimum Standards, City of Fort Worth Aviation Department(06/03/2014) City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 6/12/2018 DATE: Tuesday, June 12, 2018 REFERENCE NO.: **C-28726 LOG NAME: 55FWS HGRGRNDLEASE31N DANIELGRIFFITH SUBJECT: Authorize Execution of a New Ground Lease Agreement with Mandatory Improvements with Daniel Griffith, for Lease Site 31 N at Fort Worth Spinks Airport (COUNCIL DISTRICT 6) RECOMMENDATION: It is recommended that the City Council authorize the execution of a new Ground Lease Agreement with mandatory improvements with Daniel Griffith, for Lease Site 31 N at Fort Worth Spinks Airport. DISCUSSION: On October 24, 2017, the Department of Aviation (DOA) received a proposal from Daniel Griffith to enter into a new Ground Lease Agreement for Lease Site 31 N at Fort Worth Spinks Airport. Lease Site 31 N is comprised of approximately 48,817 square feet of ground space and includes a 12,000 square foot hangar. As a condition of the new Ground Lease, the existing hangar facility will be demolished and fully reconstructed with a new, modern, updated hangar facility. Staff requests that the City Council authorize the execution of a new Ground Lease Agreement for a term of thirty years to commence on June 13, 2018 and expire on June 12, 2048. As a part of the Agreement, Daniel Griffith will be required to complete other mandatory improvements for the facility, such as the maintenance and upkeep of aircraft apron concrete. If the use of the hangar is intended to have offices, a plan must be submitted for review and approval. All mandatory improvements must be approved by the DOA and completed within six months of execution of the Lease, unless otherwise communicated. The total revenue received from this lease will be approximately $13,180.59 annually or$1,098.38 per month. Revenue is based on a ground rental rate of$0.27 per square foot, in accordance with the Aviation Department's Schedule of Rates and Charges and Lessor's market analysis. Rental rates shall be subject to an increase on October 1st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area. Five-year rate adjustments will be applied to the ground rate starting on October 1, 2023 and every fifth year thereafter. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6. This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION I CERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund, Logname: 55FWS HGRGRNDLEASE3IN DANIELGRIFFITH Page I of 2 Ground Lease Revenue Account, which has total estimated revenue in Fiscal Year 2018 of$1,834,985.00 and year-to-date receipts of$1,219,025.35. Estimated annual revenue from this agreement is $13,180.59. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year (Chartfield 2) FROM Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year Chartfield 2 CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Aaron Barth (5434) Additional Information Contact: Anne-Marie Stowe (5415) ATTACHMENTS 1. Map Daniel Griffith 31 N.pdf (Public) Logname: 55FWS HGRGRNDLEASE3IN DANIELGRIFFITH Page 2 of 2