HomeMy WebLinkAboutContract 30455-CA1 CSC No. 30455-CA1
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 30455
UNIMPROVED GROUND LEASE AGREEMENTS
FORT WORTH SPINKS AIRPORT
LEASE SITE E5
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
30455, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized Linder the laws of the
State of Texas, acting by and through Dana Burghdoff, its duly authorized Assistant City
Manager; BILLY W. I-C-NIGHT, an individual ("Lessee"); and DANIEL W. GRIFFITH
("Assignee"), an individual.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On June 8, 2004 (M&C C-20105) City Council authorized Lessor to enter into a certain
Unimproved Ground Lease Agreement and Associated Mandatory Improvements (CSC No. 30455)
with Billy W. Knight, dated August 18, 2004, (the "Lease"), for the lease and use of real property
known as Lease Site E-5 and any improvements and facilities thereon ("Leased Premises") at Fort
Worth Spinks Airport ("Airport").
B. On December 7, 2021, Lessee notified Staff of a sale of its leasehold interest in Lease to
Assignee, pending City Council approval,
C. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased
Premises and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing
to consent to such assignment, all on the terms and conditions set forth in this Consent,
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date"), The Lease
is incorporated herein by reference for all purposes, The Assignment, dated as of the Effective
Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department
and is incorporated herein by reference for all purposes.
2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
more extensive than any riL)lt, j)FiVdCge OF LISC granted to Lessee by the Lease, III tile event ofany
conflict IWtvveen tile Lease and the Ass)gnmen t, the I.case,,-,hal I control. In (ie,event of any conflict
between this Consent and tile Assignment, this Colisclit shall confl-01,
3. Lessor consents to the Assignment:expressly iipon the promise and covenant by Assignee,
and Assignee hcrcby promises and covenants to Lessor, that as of the Effective Date Assignee wil I
fcjjthfttlly perform, fls an independent Contractor, all duties and obligiltions of Lessee set forth in
the Lease. Lessor acknowledges Lessee has tio dUt-iCS aj.,Id obli�atiOnl, LIFICICT (,lie Lease after the
HTective Date,
4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) 2111V duty or
obligation of Lessee thlat Lessee was required by the Lease to undertake or perform prior to the
11,11'ective Date and (il) any damages (subject to the terms of the Lease), InclUding, but not limited
to , propertyI loss, property damage and/or liusonal injury of any kind, HICILlding death, to the extent
caused by Lessce, its ofikcrs, agents, servants, cn1p10yCCS OFSUbcontractors prior to the FITective
Date,
5. Assignee understands aincl agrees that Assignee will be liable to Lessor fbi, (i) any duty or
oblio�ition of Lessee that Lessee IS required by the Lease to undertake of perform on or after the
Effective I Date and (ii) for any damapes {Subject to the tertris of the Lease), ill.Ch.ldirig, bUt 110(
limited to, property loss, property damage and/or personal injury ofarly kind, including death. to
tile CXtC]lt CaLISCCI by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date,
6. The person S'Unillff this Consent hereby warrants that he/she has the legal auithorit) to
CXeCUIC this Consent oil behalt'of the respective party, and that SUCh binding aLIt1IOFity has been
granted by proper oi-dcr, 17CSOILItion, ordinance or other authorization of the entity, The other party
is fully entitled to rely on this �Nvari,anty and Feiiresentation in entering Into this Consent.
7. This Consent may be executed in any number o Mite
f counterparts, all of which shrill consti
the: same. instrument.
8, All terms in this Consent that are capitalized but not defiried shall have the meanings
assigned to thein in the Lease,
[SIGNATURES APPEAR ON THE FOLLOWING PAGESJ
L onm!)fl Lo Amitmliwilt o1TS('No.30455
by Billy W,KILight
1(1:Djl�ivl W.(Iriffith
llagv 2 ol,7
f
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on
this the day of ----, 2022.
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By:Dana Burgh doff(Jan 31,20 11:20CST By:
Dana Burghdoff Thomas Royce Hansen, Assistant City Attorney
Assistant City Manager
ATTEST,: / /n� nn ;'t FOT a�
/�s N WW O
Jan 31,2022 � �'Al °°000000000
Date: By: Jannette S.Goodall(Jan 31,202216:34 CST) o o���
�o °
Jannette S. Goodall City Secretary �v0 0=�
° 0
d�
M&C: 22-0083 �� °°° °°°
M&C Approved: O1/2 //2022 AT a��ExASoAp
Form 1295: 2021-831360
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 Dana 13urghdoff, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated,
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2022. Jan 31,2022
Selena Ala(Jan 31,2022 14:06 CST)
Notary Public in and for the State of Texas
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
o�PRY A( SELENA ALA
a Notary Public
* * STATE OF TEXAS
Notary I.D. 132422528
OF My Comm. Exp. Mar. 31, 2024
Consent to Assignment of CSC No.30455
by Billy W.Knight
to:Daniel W.Griffith OFFICIAL RECORD
Pane 3 of 7
CITY SECRETARY
FT. WORTH, TX
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Contract Compliance Manager
I3v signin- I ac,knowle€—c that I ar» tile pe.rsoll responsible foi-the. monitoring and
adniinistraltion ofthis contract, including ensuring; all perforilianee and reporting
requirements.
I
Sa z�and Cleac�wrii
Barbara GooC kvin
Dual Property Marlal
Ti tf c
[SIC,NATURES CONTINUE ON TI IF FOLh,C}NVINC, PAGF]
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OFFICIAL RECORD
Cunscm to Assigimic;at nP'f'"s(`No, 30455
hy Bill).W" Kni;th; CITY SECRETARY
;x 17;rnicl �' .t�Ei4rifrt
4 or 7 FT. WORTH, TX
LFSSE :
BILLY 4Vn KNIGHT
V
Icy: y ,
C?`ill�{ Ve il8
Date; �.
STATE OF TEXAS
COUNTY OF
13EFORE IV'TE, the undersigned authority, a _Notary p�ibtic in Kind for the State of
Tffxas, all this day personally appeared BH,LY W. KNIGI IT known to me to he the person
whose name:is subscribed to the J(orqoing instrument,and acknowlc;dged to me that the same
was the act of B[T V W. K_VIGH T, and that he excepted the sank as the of 10LLY AV
KN GHT, for the purposes and consiclerttion therein ox.pressed and in the capacity therein
stated.
GI /EN L:NDE.K' MY HAND AND SEAL OF OFFICE this - clay
2022.
Ktotary Pubb , SIA,e rt Texas
A�sgsaase` NoMy i ` € Nota r Public in and for the State of Texas
[SIGNATURFS, CONT1:NUF ON TTTF. FOLLOWING PAGE]
OFFICIAL RECORD
('uisent to As-iiLnmem oft'NC Noi 30455 CITY SECRETARY
by Billy l .Knighi
w:Dnnicl tit Griffinh FT. WORTH, TX
Page 5 or7
l
e SIC'NF+ E:
NIEL N '. G11111 F'ITII
fly u
Daniel I. Griftfith
Dt�tt°;
STATE OF TI1XAS v. §
BEFORE NI , the undersigned aatthority, a Notary PtibliC. in and for the State of
Texas, on this day personally appeared DANIE1, "V. GRIF'F'ITI1 known to me to he the
person whose name is sUhsCrihed to the. F01-0 WrIg instrumcnt, and acknowledged to me that
the samc w as the act ofDANI E1. "V, GRIFFIT11, and that he executed the. same as the of
DANIEL "V. GRIFFITI-1, for the Pu1110se°s ,Ind consideration therein expressed and in the
capacity Therein stated,
GIVEN UNDER N11Y HAND AND SEAL, OF OFFICE this day �
' t} 2;., v
AMANDA MARIE MILLER
I,aotary Public,state of Texas
Comm.Expires 06-1A 2023
Ncatary Pc laisc to and fin the. S Gate cyl'Te as
y
notary ID 12542964-5
OFFICIAL RECORD
c•anscnt w -ssigimma at't`sc'No,,;cil.h CITY SECRETARY
by I llI .`V � uii ,,hi i
�w D;ini l W FT. WORTH, TX
P jg,,0 of 7
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EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
C o s4ri(it)ilswiC,t rttcit(ar[C"tiC �r+,,if7{j
b,y Rilly W Knighl
Ew D:miel l> ,6zid'ii4h
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made
effective this , ("Effective Date"), by and between Billy W.
Knight, an individual ("Assignor"), and Danny W. Griffith, an individual ("Assignee"),
sometimes together referred to as the "Parties."
WITNESSETN:
WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease
Site No. E5 Fort Worth Spinks Airport, more commonly known as City Secretary Contract
No. 30455, attached hereto as Exhibit "A" and incorporated herein by reference, by and
between Assignor and the City of Fort Worth, having an effective date of 18th of August
2004 (the "Lease Agreement"), Assignor is currently the lessee of approximately 19,500
square feet of unimproved ground space at Fort Worth Spinks Airport in Fort Worth,
Tarrant County, Texas, known as Lease Site No. E5 (the "Premises"), being more
particularly described in Exhibit "A'
WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and Assignee
desires to assume the Lease Agreement in compliance with and pursuant to the terms of
Sections 16.1 and 16.2 of the Lease Agreement;
WHEREAS, the City of Fort Worth is willing to approve this Assignment on the conditions
that all terms and conditions of the Lease Agreement and all related documents remain
in full force and effect and that Assignee is bound by the terms and conditions of the
Lease Agreement as if it had executed the Lease Agreement as an original lessee.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1 . Assignor does hereby assign, sell, transfer, and convey to Assignee, all of
Assignor's right, title and interest in and to the Lease Agreement, in the leasehold
created thereby, and any and all improvements located on the Premises, to have
and to hold from the Effective Date hereof until the end of the term of the Lease
Agreement, as such term may be extended pursuant to the terms of the Lease
Agreement.
2. Assignee hereby accepts such assignment and transfer and agrees to assume and
to perform and discharge all obligations, liabilities, duties and covenants of
Assignor under the Lease Agreement as of the Effective Date hereof, including,
but not limited to, the payment of rent, payment of utilities, procurement of
insurance, obligations to indemnify, compliance with any applicable laws and
regulations and performance of upkeep, maintenance and repairs of the Premises,
where required by the Lease Agreement, which may arise on or after the Effective
ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3
I:\02747\0015\14U 3704.DOCX
_ I
Date hereof and relate to the period on or after the Effective Date hereof, to the
same extent as if Assignee had originally executed the Lease Agreement and was
named as the "Lessee" therein.
3. Assignee hereby indemnifies and holds Assignor harmless from and against any
and all claims, expenses, costs, obligations or other liabilities with respect to the
Lease Agreement arising or incurred on and after the Effective Date hereof with
respect to events occurring on and after the Effective Date,
4. Assignor makes no representations or warranties of any kind or nature whatsoever
with respect to the Lease Agreement or the Premises, whether express or implied,
any and all such representations and warranties being expressly disclaimed.
5. Assignor represents and warrants that there are no agreements, oral or written,
with respect to the use or occupancy of the Premises and the improvements
located thereon other than as contained in the Lease Agreement. Further,
Assignor represents that the Lease Agreement is in full force and effect, and is not
in default or subject to defense, offset, or counterclaim on the part of Assignor.
6. This Assignment shall inure to the benefit of and be binding upon and enforceable
against Assignor and Assignee and their respective successors and assigns.
7. This Assignment shall be deemed to be an agreement made under the laws of the
State of Texas, being where the Premises is located, and for all purposes shall be
governed by and construed in accordance with the laws of the State of Texas.
8. This Assignment contains the entire understanding between the Parties with
respect to the assignment of the Lease Agreement as contained herein. This
Assignment may not be changed or modified orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change, or
modification is sought.
9. This Assignment (and the City of Fort Worth's Consent to this Assignment attached
hereto and made a part hereof) may be executed in one or more counterparts,
each of which shall constitute an original and all of which, when taken together,
shall constitute but one and the same instrument.
To be effective the Effective Date provided hereinabove.
ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3
1:\02747\0015\14 U3704.DOCX
AI : BASSI
An indivi ual An individual
Dated: A 2022. Dated 2022.
ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3
I:\02747\0015\14U3704.DOCX
Exhibit «A„
Unimproved Ground Lease Agreement
Lease Site No. E5
Fort Worth Spinks Airport
I
CITY SECMETAHI,
.. CONTRACT No,
PORT WORTH SPIN KS A1B: T
UNIMPROVED G C)UND LEASE AC,—' VVIENT
WITH MANDATORY I14 PROY <A ENI T
This UNINHIIZOVED GROUND LEASE A RE ENT ("Lease") is made and
entered into by and between the CT"Ilr OF FORT WORTH ("Lessor"), a home rule municipal
corporation situated partly in Tarrant, Denton, and Wise Coufatics, Texas acting by and through
Marc Ott, its duly authorized Assistant City Manager, and Billy V,tonight ("Lessee"), acting as
an individual,
In consideration of the mutual covcnants, promises are bligations contained l erein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee approximately Nine-tean7housand Five T-IUDdred Fifty
(19,550) square feet ofwaimproved ground space at Fort Woi:-th SPTNKS Airport ("Airport") in
Fort North, Tarrant County, Texas, identified as Lease Site 1E-5 ("Premises"), as shown in
:Exhibit "A", attached hereto and hereby rnrade apart of this Lomas-for all purposes.
2. TERM OF LEASE.
2®1. Initial Term.
The Initial. Tenn of this Lease shall cone an-mce on the date,, of execution
("Effective Date") and expire at 11:59 RM, on Dece:r Lber 31, 2034, unless terminated
earlier as provided.herein.
2.2 Renewals.
If Lessee performs and abides by all provisions ,u rd conditions of this Lease, upon
expiration of the Initial Tern of this Lease, Lessee shall have two (2) consecutive,options
to renew this Lease for two (2) additional successive tee of five(5) years cacti (each a
"Renewal Term") at a rental rate calculated in accord.-Mce with Section 3,1 of this .Lease
and on terms and conditions that may be prescribed by ]Lessor at the time. Lessce shalt
notify Lessor in writing of its intent to exercise a reslaC tiw option not less than ninety
(90) days nor more than one hundred eighty(180) days p for to the expiration.of the ten-n
then in effect. If Lessee does not exercise its option br ;a first Renewal Terms within the
time frame provided heroin, Lessee shall automatically and simultaneousty forfeit its
second option to lease the Premises for a second. Re nc-wal Temi, and I.,essee shall no
longer have any rights or interest in the Promises fbtlovviag the expiration of the Initial
Term.
2.3. IToldover.
If Lessee holds over after the expiration of the initial Texan or any Renewal Term, this
action will create a niowla-to-month tenancy. In this event,for and drat-tag 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 sin larly published schedule in effect at the time,
3, RENT.
3j, J ites need , d' stmentsa
Lessee shall comanence the payment of rent, in accordance-with this Section 3; on the
date that the first certificate of occupancy is issued for a hangar structure erected pursuant to
Section 4.1 of this Lease ("Ocettpaatey Ideate"). From the Occupancy late until (date)
September 30, 2005, Lessee shall pay Lessor react in the aanount of $2,737,00 which is based
on a rental rate $.Id per square foot on an annual basis, and which will be payable in monthly
instatlhnents of $228.00. On October I, 2004, and on October 1st of each year thereafter
during both the b)jtial Term read any Renewal Tem-t, lessee's rental rate shall be subject to
increase by Lessor to reflect the upward percentage change, if any, in the Consumer Price
Index for the Datiasf ort Worth Metropolitan Area, as announced by the United Staters
Department of"Labor or successor agency (i), for the fiat increase, since the Effective pate nf
this Lease and (H) for each subsequent increase, since the efi'ective date of the last increase;
provided, hoivcver;, that Lessee's rental rates shall not (i) be increased in any given year by
more than ten percent (10%) over the rental rate paid by Lcssec during the immediately
preceding twelve (12) months or (i) exceed the then-current rates prescribed by Ussor's
published Schedule of Rates and Charges for the type or types of p.rc�perty at the airport
sinular to the type or types of property that comprise the Premises. If the Occupancy Jute
occurs on or niter October 1, 2004, Lessee'•s initial payment of rent shall be calculated in the:
same ananner as it would have if the Occupancy.Orate and Lessee's izutial payment of rent had
occurred prior to October 1,2004.
3.2. I ninent Datcs :and Lute Fces.
Monthly resat payments are due on or before the. first (1st) day of each rnoritla.
Payments must be received during normal working hours by the clue date at the location for
Lessor's Revenue Office set forth in Sectioai 15, Rent shall be considered past due if Lessor has
not received full payment after the tenth (10tl)) 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.
3.3 Five-Year Agiggr wge.
In addition to the .rentat rate adjustinents set forth in Section 4,3 of this Lease., on October 11,
2005,,and every five (5) years thereafter,the vabus rental rates payable,by Lessee pursuant to
Sections 4,l and 4.2 shall automatically be adjusted to equal the then-current rates for the same
types of property as prescribed by Lessor's Schedule of Rates and C;hargcs or similarly
published schedule its effect at the time,
4e.1, NfandatorY 1311ilroye"Ie:nt+s
1.,essee covenants and agrees that it shall improve the Promises in accordance with the
time frarnes, milestones, specifications and other conditions of Exbibit "" ", attached hereto
and made. a part of this Agreement for all purposes. Such irrrprovenzents shall hereina-fter be
referred to as 11-NIandator°y Improvements". Lessm shall diligently commence construction
of such N1anc14itory hiiprovernents within six (6) months following the Ftfective Data of this
Lease, Lessee shall firtly comply with all provisions of this Section 4 in the perfoiniance of any
such 11latldator)" 'niproven)erits. In the.; event that Lessor and Lessee agree to deviate from the
terms, provisions, specifications or conditions of Exhibit "B" in any way, a revised Exhibit "'B'"
signed and dated by both Lessor and Lessee shall tie attached to and made a part of this
Agreement and shall supersede the previous Exhibit "Br". Upon completion of the Mandatory
improvements or earlier termination of this Le ise, Lessor shall tale fill title to any Mmidatory
Improve:rnents on the Premses,
4.2. Drsci-etl4JnIII'Y 1n1®jyr elnererrtsa
hr addition to the Nfandatory Improvements,Lessee may, at its sole discretion,perform
modifications, reno fictions, improvements or other construction work on the Prenuse5. Any
modifications, renovations, improvements or other construction work on the Premises that do
not constittite the tyZandat.ory hnprovernents shall be referred to hereafter as "Discretionary
Jmpr•oveiyients", Lessee may not initiate any Discretionary Improvement on or to the
Premises unless it first submits all plans, specifications and estimittes for the costs of the
proposed work in writing and also requests and receives in writing approval from the Director
of Airport Systems or authorized representative ("Director"). . Lessee covenants mid agrees
that it shrill filly con-iply with all provisions of this Section 4 in the performance of any such
Discretionary Improvements. Upon completion of any such Discretionary Improvements or
earlier termination of tlds Lease, lessor shall take full title to any Discretionary Improvements
on the Premises.
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4.3. Proces for p rovraf of-Plans.
Lesseds plans for consh-Laction and improvements shall conform to the Airport's
architectural standards and must also receive written approval fxorn the, City's Departments of
Development, Engilleerin a mid Transportation and Pubdc Works, All plans, speeifications and
Work, rules a - ation i force,
o , shall conform to all federal, state and local laws� ordinances,i and i egul S 4 'o ce
at the time that the phais arG presented for review.
4.4a Docuineuts.
Lessee shall supply the Director with comprehensive sets, of documentation relative to
the Majidatory Iniprovemonts and any :Discretionary Improvements, including, at a rninimurra,
as-built drawings of each project. As-built drawings shrill be new draAWings or redline changes
to drawings previously provided to the Director. Lessee shall supply the textual
documentation in computer famiat as requested by Lessor.
4.5. tionds 11, egl ire d of Lmce,
Prior to the coaunencenient. of the Mandatory Improvements or any DiscretionarY
Improverlients., Lcssct sh-,dl deliver to Lessor Lt. bond, executed by a corporate surety in
accordance with Texas Government Code, Chapter 2253, as amended, iii the full amount of
each construction contract or project. T lie bonds shall guarantee(i) satisfactory compliance by
Lessee with all requirements, ter nis and conditions of this Lease, including, but not limited to,
the satisfactory completion of the respective modifications, renovations,, construction projects
or improvements, and (1 )hill payments to all persons, firms; coq)oratt ions or other etititics with
,
whoni Lessee has a direct retaflonship for the performance of such modifications, renovations,
construction projects or improvements.
fn lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
amount - - the full amount of h
assignment of a certificate of deposit in an � nount equal to 125% of f a 0 each
construction contract or project, If Lessee niakes a cash deposit,Lessee shall not be entitled to
any interest earned thereon. Certificates of deposit shall be from.n a financial Institution in the
Daffas-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 modifications, renovations, construction projects Or improvements,, or
if claims are filed by third parties on grounds relating to such modifications, renovatiom,
construction projects or improvements, Lessor shall be entitled to draw down the tull amount,
of Lessee's cash deposit or certificate of deposit,
4
4A -Bonds RmUired of-ISSSOM"s C0J rRCt0"-
Prior to the corntuencernent of any njodification, renovation, improvement or new
construction, Lc gee's respective contractor shall execute and deliver to Lessee surety
performance and payment boner in accordance with the Texas Goverm e'nt Cade, Chapter
2253, as amended, to cover the costs of all work performed under such contractor's contract.
for such modifications, renovations, improvements or ijew construction. Lessee skull provide
Lessor with copies of such bonds pijol• to the commencement of such modi[ic4t.ions,
renovations, improvements or new construction, The bands shall guaranteo (i) the faithful
performance and wnipletion of all construction work in accordance with the final plans and
specifications as approved by the City and (6) hrll payment for all wages for labor and services
and of all bills i,or I naterials, supplies and equiplIlent used in the performance of the
construction contract. Such bonds shall name to both Lessor wid Lessee as dual obligees. If
1:..essee servcys as its owl, contractor, Section 4.5 shall apply.
4.7, Releases hy Z �L, n Corn Action of Construction NV'Qirk-
Lessor will allow Lessee a dollar-for-dollar. reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee
serves as its own contractor, verification that Lessee has completed construction work or (ii),
where Lessee uses a contractor, receipt. of the. c-ontractor's invoice and verification that the
contractor has completed its work and releasod Lessee to the extent of Lessee's payment for
scion work, including bills paid, affidavits and waivers of liens.
5, USE OF SSE&
Lessee hereby agrees to use the Pr-errriMs 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, including individual hangars constructed pursuant to the
Mandatory Improvements, to various tl4d parties ("Sublessees") under teriins wid conditions
acceptable to and determi9ied by Lessee, provided that all such arrangements shall be in writing,
and approved in advance by Lessor, All written agreements executed by Lessee to Subtessees
for any portion of the Premses shall contain terms and conditions that (t) 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; acid (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 farm, including rental rates, to the
Director prior to Lessee`s execution of its first lease and ilom time to time thereafter following
any material changes to such lease form, including, without limitation, any changes to Lessee's
rental rates for portions of the Premises. Lessee may make non-material. modifications to its
standard lease to the extent that such are not contrary to Lessor's Sponsoi's Amurances.
6, .. O R S A 8J rY S AXN _C .0.9'��„A�E4 PINGo
Within thirty jo) days following the end of each calendar year, Lessee shall provide
Lessor with, a written altnual repot-,, in a fbim acceptable to the Director, that reflects Lessee' s
rental rates for the Maridatory Improvements and any Discretionary lrnprovertnents on the
Pre-raises for the i1nmediately preceding calendar yea. Lesser may request, and :Lesser:.; shall
prornptly provide, sira-iilar reports on a more frequent basis that reflect Lessee's rent d rates for
the Nfandatory Improvements and any `discretionary Improvements on the Premises for the
period requested by Lessor, These reports shall be delivered to Lessor's Department of
Aviation at the address provided in Section 15, In addition, Lessee shall keep and maintain
books and records pertaining to Lessee's operations at the Airport and other obligations
hereunder in a.manner satisfactory to Lessor's Internal Auditor and at a location rvitWn the City
of Dort Wot-th, Upon Lessor's request and following reasonable advance notice, Les-see will
make such books and accords available for review by Lessor during Lessees normal business
hours. 'Lessor, at Lessor's sole cast and expense, shall have the right to audit such books and
records in order to ensure cornplianuG with the terms of this :Lease and the Sponsces
Assurances made by J,,essor to the Federal Aviation Administration,
7, UT
Lessee, at T_.essec's sole cost and expense, shall be responsible for the installation and
use of gill utilities services to all portions of the Premises and for all other related utilities
expenses, including, but not lin-rited 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,
lectrical, Plumbing, Building and Fire Codes ("'Codes"`), as they exi
E st or may hereafter be
amended.
8, MAINTENANCE AND REPAMS.
8,1. Maintegance aril Bfpait-s in Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all tikes. 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 necessary to
prevent the deterioration in condition or value of the Premises and any impravements thereon,
including, but not limited to, doors; windows and roofs 1br such improvements, and all fixtures,
equipment, modifications and pavement on the Premises. Lessee shall be responsible for all
damages carried by Lessee, its agents, servants, employees, contractors, subcontractors,
6
licensees or invitees, and Lessee agr(Cs to fully repair or otherwise cure all such damag at
'Lessee's sole cost:quid expense.
Lessee agrees that all Improvements, trade fixtures; furnishings, equipment grid other
personal property of'every kind or description which may at any fine be oil the prefi�ses sill
be at Lessee' sole risk or at the sole risk of these claiming under Lessee, Lessor shall not be
liable for any damage to such property or loss sutdiered by Lessees business or business
operations -vhich may be caused by the bursting, overflowing or leaking of sewer or steam.
dupes, from eater ftom atly source whatsoever, or froth airy heating fixtures, plumbing fixtures,
electric wires, Noise, gas or odors, or from causes of any other natter.
8.2. ain liaitce with ADA,
:Lessee, at its sole cost and expense:, agrees to keep and niai.tuain the Premises in full
compliance at all times with the Amedcans with Disabilities Act of 1990, as wTiended
("" ) "). In addition, Lessee agrees that all unprovements it makes at the Airpoat shall
comply with all ADA requii°errtents.
3. Ins actions.
3.3.1, 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
an writing. Lessee agrees to begin such maintenance or repair work diligently witli4l
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 fir repairs
witbirz 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 thus event, Lessee will reimburse Lessor for the cost of the maintenance or
repairs, and suoh 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 arty 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 leis or her authorized agents to
inspect the Premises and.Lessee will comply with all requirements of the:hire lvlarshal
or his or her authorized agents that are necessary to bring the Premises into compliance
with the City of Fort Worth Fine Code and Building Code provisions regarding fire
7
safety, as such provisions exist or rna),her&affer be amended, Lessee shall maintain in
proper conditimi accessible fire extinguishers Of R DUMber and type approved by the
Fire M azard involved.
ar8hal or his or her authorized agents for particular h
8A. Envirompental Remediation,
To the best of Lessor's knovdtdge, the PM68es COMPlY With all applicable federal,
state and locril environmental regulations or standards. Lessee agrees that it has inspected the
Premises and is fidly advised of its own rights without reliance upon any representation made
by Lessor concerning the envirowne-rital condition of the Premises. LEMEE, AT ITS SOLE
COSTAND EXPENSE, A GREES THAT IT SHALL BF F1 UL Y.Li ESPOA'SIBIE FOR
ME REMEDLITION OF A]Vy T,7()bj7jON OF ANY APPLICOLE, FEDERAL,
ST MV OR S TANDA R DS THA T IS
,,tjE OR I,OCAL ENV7RONIVEA17AL RE GOLA TIOJ
C.4ET,5ED BY LESSEE, ITS OFFICEM, AGENTS, SERVANTS, EMPLOYE"
CON,TR,4C 'VT_7,OR� SU13COi RACTORVORINVITEES
% SIGNS
Lessee may, at its sole expetise alld with the prior written approval of the Director,
iiistall and maintain signs on the Promises related to L&ssee'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. Lessce shall maijitaiii all signs ili a, safe, neat, sightly and physically good
condition,
109 VJGHTS AND RES.ERVATIONS OF LESSOR
Lessor hereby retains the following rights and reservations:
101.
Lessor reserves the right to take airy action it considers necessary to pro-w-ct the aerial
approaches of the Airport against obstruction, including, but not binited to, the light to prevent.
Lessee fioni erecting or permitting to be erected any building or other structure which, in the
opinion of Lessor, would limit the usefulness of the Airport, constituto a hazard to ail-craft or
dirninis.h the capability of existing or future avigatiorial 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 vie,", of Lessee, and without intetforence 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,
1.0.3.
i
This Lease shall be subordinate to the provisions of any existing or future agreometnt.
between Lessor and the United Stat.cs Government, which relates to the operation or
rnairntenance of the Airport arnd 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,ntatetial restriction, impwnnent or interference
with Lessee"s prirnary operations on the Pre:irnises ("L rnitnti€n") for a period of less than
seven (7) calendar days, this Leese shall continue in full force and efl'eot, If the Limitation lasts
more than.seven(7)s.ale:ndar days,Lessee and Lessor shall neigotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessec and Lessor are in good f'aitln unable to resolve or
initigate the effect of the Limitation, and the Limitation lasts behveern seven (T) and erne
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 ordirnmy wear
and tear, Lessor shall maintain and preserve the Premises and its improvements hi the same
condition as they existed on the date such Limitation commenced; acid (iii) the terra of this
Lease straU be extended, at Lessees,option, for a. period equal to the duration of such
Limitation. .If the Limitation lasts more than one Hundred eighty (190) days, then (i) Lessor
and Lessee may, but shall not be required to, (a) further adjust the payment of rent aid other
floes or charges, (b) renegotiate maintenance responsibilities and (e) extend the: term of this
Lease, or(i)Lessee may terminate this Lease Uporn.thirty(30) days"written notice to Lesser.
10.4.
During any war or national etnnergerncy, 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
Governunzent shall be suspended, Lessor shall not be liable for a ny loss or damages alleged by
Lessee; as a result of this action. I•Iowever, nothing in this Lease shall prevent Lessee from
pursuing any rights it n1ay have for reimbursement from the United States Government, If any
lease between Lessor acid the United States Government executed ptarsuant to this Section
10.4 directly causes a Lirrj:itatiorn for a period of less than seven (7) calendar days, this Lease
shall continue in full force and efI`ect. 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 a tigate the etTect of the
1 ir-nitatiorn, 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
T-cssce first provides adequate proof to Lessor that the f,irnit€ttion has direr,-tly caused Lessee a
material loss in revenue; (ii) subject to ordinary wean and tear, Lessor 'shall maintain and
preserve the Premises and its unprovements in, the sm-ne condition as they existed on the date
such ,,irritation connnnenced; and (6) 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 (f 80) days, then(i)Lesser and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (h) renegotiate maintenance
responsibilities and (c) extend the term of this Lease, or (ii)Lessee may temunate this Lease
upon thirty(30)days'written notice to Lessor.
9
Lessor COVeilants and agrees that during the terra of this Leasc it vAll operate and
maintain the Airport aid its facilities as a public airport consistent, with and pursuant to the
Sponsors Assurances given by Lessor to the United States Government through.the Federal
Airport kt, and I essee agrees that this Lease, and Lease's rights and PfivilcgOs h=under
shall be subordinate to the Spo}sods Assurances.
Lessee's rights hereunder shall be subject to all existing and future utility and drainage
casements acid rights-of way granted by Lessor for the installation, maintenwice, inspection,
repair or removal of facilities owned or operated by electric, gas, water, sewer, coinniunication
or other utility cornpanies, Lessee's rights shall additionally be subject to all rights granted by
auy ordiiiancc or stat.ut.e which allows utility companies to use publicly-owned property for the
provision of utility services.
t INSURANCE.
l l,Ye I'�'T]es [)fCj)yerage and LimitR
T.�essee shall procure and maintain at all tithes, tit full force and effect, a policy or
policies of insurance as specified hi this Section 11, naming the City of Fart Worth is an
additional insured and covering all ris!cs related to the leasing, use, occupancy, maintenance,
existence or location of the:Prenilses, Lessee shall obtain the following insurance coverage at
the Hints specified herein:
proRelly.
Tire and Extended Coverage oil all bilprovernents at full replacement cost limit; and
Commercial GenenAt Lia I-Arty>
$1,000,000 per Occurrence,
including products and completed operations; and
Automobile Liabili :
$1,000,000 per accident, .Mcluding, but net lir►vted to, coverage on any automobile used in
Lessee's operations on the Pren-iises.
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.
11.2. r d'nsfinients to get u red Covera-e ind Limits,
Insurance requirements, including addidonal types of coverage and increased limits on
existing coverages, are gubject to cahange,at Lessor's option and as necessary to cover Lessee's
and any Sublessees' operations at the Airport, Lessee will accordingly comply with such new
requirements within thirty (30)days following notice to Ussee.
II.3a C�crtilzotes.
As a condition precedent to the effectiveness of this Lease, Lessee shall full-lish Lessor
with appropriate certIcates of in`urasic:e sig ned by the respective insurance companies as proof
that it has obtained the types and arxrounts of insurance. coverage required herein. Lessee
hereby covenants and agrees that not less tlyan thirty 0. 0) days prior to the expiration of any
insurance policy required hereur)der, it.shall provide Lessor with a ne�v or renewal certificate of
insurance. In addition Lessee shall, at Lessor's request, provide Lessor with evidence that it
has maintained suoh coverage in Ball force and effect,
1a ��iditiont►l e�r�i,�nier'ts,
Lessee shall maintain i.ts insurance with underwriters authorized to do business 41 the
State of Texas and which are satisfactory to Lessor. "the policy or policies of irrsrarance shall
be endorsed to cover all of Lessee's operations at the Airport and to provide that no material
changes in coverage, including, but not hinited to, cancellation, tern ination, non-renewal or
amendment, shall be made without Harty(30)days'prior written notice to Lessor.
f2, I[NDEPENDEIN,T COrSCTOIL
It is expressly understood and agreed that i�-ssee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as all agent, representative or
employee of Lessor, Lessee shall have the exclusive right to control the details of its
operations arrd activities on the Prelnises and shall be solely responsible for the acts and
orrussions of it's officers, agents, servarits, employees, contractors, subcontractors, patrons,
licensees and invitees, Lessee acknowiedgos that the doctrine ofrecTondecrt superior shall not
apply as between. Lessor and Lessee, its officers, agents, employees, contractors and
subcontractors, Lessee fi tither agrees that nothing herein shall be construed as the creation of
a partnership or-joint enterprise between Lessor and Lessee.
13. IND i NOVICATION.
LESSEE HEREBY ALVVUM'ES ALI, LIABTLITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAAMGF ANDIOR PERSONAL IW:rCVY OF ANY MW
INC.LIII)ING ?".DEATH, To ANY AND ALL PEZONS, OF ANY KM OR CHARACTER,
tM"ETIT.E.R REAL OR.IVSERT D,ARMING OUT OF OR 17VCOIVAWCTION WIT .PM U,5 I
GT' OR GPE ATI()NS ON 7 HE, AIRPORT UNDER T'IILV LEA,S'E'OR Tf=TRE LEASINVG,
tl
OR
!YI4INT'EIyAACE, USE, 0CCUp,4j Cy, E,17STE�' 1 L T101YOF F� ��' F Y
'JMPRO VEMENTS ME RE,OIL', EXCEPT TO TfIE EX77NT CA USED 13Y 71HE GROSS
I'VLGFIt7E'.�JC DID LYMN710NAL A,11SCONDUCT Or LESSOR, ITS OFFICERS AGENTS,
,SERV41VT',S'OR E AM,OYE ES.
I E,STSEE COTE?NA.NTR AND AGREES To, AM) DOES' HEREBY,
I��I.)E1 �Y;
HOED HA RMLESAS AND DEFEND L ESSOR, ITS OFFICERSp AGENTS,TS, SER VANTS AND
EMPLOYEES, FROM AND AGAIArS'T ANY AND ALL CIAMS OR IA 'VU fS if"OIL
ExTitER PId'OPF-f�TY f AAII1C'f;" OB I O,V,Y (IN UDIIVC, ,L, 1 'IG L OS, T(
f,ESSE.ES BUSINESS AND ANY RESULTTTVG LOST PROMS) A DIOR FERVONAI.
,vvi .!lRy, INCLUDING DEATH, TO ANY AND ALL IERVONS, OF ANY ATVD OR
CI111R4CT"ER, CyIETTIFR REAL. OR ASSERTED, ARISING OUT OF OR IN COMVEC I"IO
fflrjl 7WE, t1�S`E, ZF�A,VN , AIAINTENANCE, OCCUMCY, EY7,9T'ENCE OR LOCATION
OF TRE PREMISES OR .ANY Tl 'ROG'Er E T''S THEREON, EXCEPT TO THE FlMN'T
CA USED BY THE
GROSS�Ir�fgF')C;LIC��ENClE I�TgI���f V T"I-"N7'1�v()NA I�, A Cs 1�')UC T('F' L SSOR,
.IT 0.fFFICE }A[FENT ,,a3.diTkl'.ANT 11�.8.islp' P YFIE .
&V SEE ASSUMES ALL, Ey Sj-'(l NS'IBIIafT'Y AND AGREES TO PAY ,I�+`..S',�OR FOR
4NY AND AI E INfCII?I&V OR DANACES IO AIRPORT PROPS,RTYy THE PREARSES OR
.1jNy jMpR0VF.4,jFATy TIIE AEON T C.M .4 IS OUT OF OR EV COMVECTION WITH
ANY AEI) AT,I, ACTS' OR 01W,VS'IONNy Ole' LESSEE, ITS OFF.IC�695, AGENTS',
E1�IRT:01'EE�S, COIS�TTZAC 7'()p.Sy S't1I1'CONT' CT`ORS', ICI AS.EE,S OR LNVIT'EE'S,
!:vC:"FE1I''I' To THE, EXTENT CA USED BY THE GROSS NE(yEIGFIVff Olt MTENTIONAL
11 fTfSC'Clt�lDCTCT tIT�.L E�5:5OR, ITS OFFICERS,A ENTiS', S VANT,S'OR EMPLOY E&
LE,SLSOR DOES NOT GUARf E, POLICE -PRO7ECTION TO LESSEE, ANY
SITII ESSEES OR THEIR PROPERTY: LESSOR IS OBLIGATED ONLY TO PROVII)F
,YECErRIT Y ADEQCIA7 TO V4VVTAIN LESSOR'S CERTIFICATION GANDER EM
REGULATIONS r E,Y SEE BSI L C.CIIWPLY PY]T II ALL APP IC II LE RECY 77ONS F
ME FAA REI-4T)7VG TO AIRPORT SECURITY Y LESSEE SYYT'ALL. PAY ALL FINES
Tha.IPOASE"D B Y TTIE FAA ON LESSOR OR OR LESSEE EE RE S UL TE ICB FROM I,F�S EE',S OR.ANY
BI:I;S` EE"SYd F}1.IZ II L To CC)MT't Y WITH SUCH FAA REGULATIONS OR TO
.PREVE,NT UNAUT I-IORI E,D .P'ERSOA'S OR PARTIES FROM THEIR OB TAINING ACCESS
TO THE AIR OPERA TIONS AREA OF THE AIRPORT FROM'THE PREMISE S.
14, TERIYUNATION.
i
M addition to ternvnation rights contained elsewhere bi this Lease, :Lessor shall have
the might to terminate this Lease as follows:
14.1. Failure by Lessee to Pay lent,&es oiu Qther ChaWs.
12
If Lessee fails to Pay any rent, fees or other charges due under this Lease,Lessor shall
deliver to Lessee a written invoice and 110tim to pay the invoice ivithin ten (10) calendar days.
If Lessee falls to pay the balance outstanding within Such time, Lessor shall have the right to
terminate axis Lease inunediatelY.
14,2. Breach or Default by Lessee.
If Lessee:cotmy�its any breach or default, -other than Lessees failure to pay rent, Lessor
shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee
shall have thirty (�-0) calendar days following such written notice to cure, adjust or correct the
problem to tbo standard existing prior to the breach. If Lessee fails to cure the breach or
d -tetY,
a
-def-ault witHn sLcli time period,Lessor shall have the right to terminate this Lease ininle i
14.3. Abandonment or Noii-Usc of tile-Premiscs-
Lessee's abandonn-iont or non-use of the Premises for any reason for more than thirty
(30) consecutive caleadar days shall constitute groundq for iMlDediale termination of this Luse
by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination,Breach or Default
If Lessor tein&ates 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 143 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 -Jt wTearages of rentals, fees and charges payable hereunder. In no event
shall a reentry onto or relotting of the Premises by Lessor be construed as an election by Lessor
to forCeit any of its rights under this Lease.
14.5. Rights of Lessor Upon Termination or F'j i�atiou.
Upon termination or expiration of this Lease, title to all improvements on the Promises,
including the Majidatory Improvements and any Discretionary Improvements, and all fixtures
and other items attached to any structure on the Premises shall pass to Lessor, In addition, all
rights, powers and privileges granted to Lessee hereunder shall cease acid Lessee shall vacate
the Premises. Within twenty(20)days following the effective date of termination or expiration,
Lessee shall remove fi-orn the Promises all trade fixtures, tools, machinery, equipmeAit, materials
and supplies placed on the Pren ises by Lessee pursuant to this Lease. After such tune, Lessor
shall have the right to take full possession of the Prernise5,by force if necessary, and to remove
any and all parties arid. 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
13
i I
representatives, which. may stet from Lessor's tenn►nation of tt�s Lewes or any act ixtcident to
t&ssoes,assertion of its right to terminate or Lessor's exercise of any fioits granted hereortiticr,
14
NOTICM
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, servai-its or representatives, or (ii) deposited in the United States _Mail, Postage
prepaid, addressed as follows:
To LE SSOR-
For'.Reait. rJ or All Other Matters
City of r,ort Worth Aviation Department
Revenue Office Spinks Airport
1000 Throckmaitori Street 450 Alsbuty Court
Fort Worth, Texas 76101-0976 Foil Worth, TeNas 76028
To LESSEE:
Billy W, Knight
136 Wood Oak Drive
Joshua, TX 76058
16. ASSIGNME NIT AND SURLE MNQ,
1.6.1. In General.
pro d
Lessee shall have the right to sublease portions of the Pren-�ises as vi ed by
,and ij) accordance. with Section 5 of this Lease, QtbervAse, Lessee shall not assign,
sell, convey, sublmse or transfer the entirety of its right, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor,
16.2, Conditions of Approved Assignments iind Snble�rses.
If Lessor consents to any assignment or sublease, all terms, covenants and agreements
set forth in this Lease, shall apply to the assignee or sublessee, and such assignee or sublessee
shall be bound by the terms, and conditions of this Lease the same as if it had originally
executed this Lease, The failure or refusal of Lessor to approve a requested assignment or
sublease shall not relieve Lessee of its obligations hereunder, including payment of rental$,feces
and charges.
15
17. —URNS]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 lieD upon the property or interest in the
property of Lessor. if ally 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 sur.11 Gr&Ition or ffiing.
Lessee's f4ilure to discharge any such pui-ported lien shall constitute a breach of this Lease and
Lessor nlay 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 011ect
following termination of this Lease and until such a timu as the ilea is discharged.
I& TAXES AND ASSE SSM—E—ff—IS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which may
iawfully be levied against, Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premis"by Lessee as a result of its occupancy,
19, C0MpLjANcE,",r.rjT 1,,ANVS,ORDINANCES,RULUgS AND REGULATIONS.
Lessee covenants and agrees that it. shall not engage in any Linlawfit] use of the
Womises- Lessee further agrees that it shall not permit its officers, agents, servants,employees,
contractors, subcontractors, patrons, licensees or invitees to engage 3.) any unlawful use of the
.Premises and Lessee ininiediately shall remove front' the Premises any person engaging in such
unlawful activities, Unlawful use of the Prernises by Lessee itself shall constitute an immediate
breach of this Lease,.
Lessee agrees to comply with all federal, state and local Jaws, all ordinances, rules and
regulations of Lessor; all rules mid regulations established by the Director; and all rules and
regulations adopted by the City Council perta4iing to the conduct required at airports owned
and operated by the City, including the Minimum Standards for Fixed Base Operators and
Other Airport Tenants, a public document dated June 16, 1992, on file in Lessors City
Secretary's Office and incorporated herein as part of this Lease for all purposes, as such laws,
ordinances, males and regulations exist or may hereafter be amended or adopted. If Lessor
notifies Lessee or any of its officers, agents, ornployees, contractors, subcontractors, licensees
or Invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall
immediately desist from and correct the violation,
16
i
20. NON-DISCI A'T ON C'Q4 A 'r.
Lessee, for itscli its personal representatives, successors in interest and assigns, as part
of the consideration herein ages as a covenant running with the land that no person sbl&be
excluded ftonr participation in or denied the benefits of Lessee's Ilse of the F'rerrrises on the
basis of race, color, national origin, religion, handicap, sex, sexual orientation or fan�ili i status.
Lessee farther agrees for itself, its personal representatives, successors in'interest and assigns
that no person shall be excluded fiom the provision of any services on or in the construction of
any improvements or alterations to the Prerxuses on grounds of race, color, national origin,.
religion,handicap, sex, sexual orientation or familial status.
Lessee agrees to fin-niish 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
tirlxes comply with any requirements imposed by or pursuant to Title 49 of the Cade of Federal
Regulations, tart 21,Non®Discrirnination irl Federally Assisted Programs of the Department of
]'ransportation.and with any amendments to this regulation which rosy l3er�rfTer be enacked,
If any claim arises fr•orn an alleged violation of this non-discrinxination covenant by
Lessee, its personal representatives, successors in interest or Assigns, Lessee agrees to
indemnify Lessor and hold Lessor harlidess.
21. LICENSE S AND PEIMfM
Lessee shall, at its sole expense, obtain and keep in effect all licenses and pertu is
necessary for the operation of its operations at the Airport.
21 GOVE tU ,NTAL POWERS.
Tt is understood and agreed that by execution of this Lease, Lessor noes not waive or
surrender any of its govermuental 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 ra+a.iver of Lessor's right to
insist upon appropriate pertbi-manse or to assert any such right on any future occasion.
17
2 a +Iv U E D a1L11[USDICTIO ,
If any action, whether rezl or asserted, at law or'in equity„ arises on the basis of any
provision of this Lease or of Lessee's operat.iotts on thePret'niscs, venue for such action shall lie
tri state coups located in Tarrant County, 'Texas or the United States District Court for the
Northern District of Texas, Poa Worth Division. This:[..ease shall be conArued Inaccordance,
with the laws of the State of Texas.
25. ATTORNIELYS'-FEE'S.
Tn the event there sliouid be a breach or default under airy prevision of this Lease and
either party should retain attorneys or incur other expewes for Me collection of rent, fees or
chargers, or the enforcement of perforimuice or obsen ances Of any covenant, obligation or
a,grecinent, Lessor and Lessee agree that the prevailing party .shall be entitled to recover
reasonable attorneys' fees and other reasonable expenses from the other party.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, iegality and enforceability of the remaining provisions shall not in tiny way be affected
or impaired.
27. FORCE TAJIJ 7R1i�„
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth 41 this Lease, but shall not be held liable for any delay in or omission of
leer.ormance due to force rrrajeure 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, strikei, lockouts, national disasters, wars, riots, material or labor
restrictions, transportation problems and/or any other cause beyond the reasonable control of
Lessor or Lessee.
28. ]HEADINGS NOT CONTROLLINGt
I-loadings and titles used in this Loose are for reference purposes only and shall not be
deemed a part of this"Lease.
29. EN T1111UY Ti'AG IEEE MEN T,
is
This written instrument, hiclu&ig any documents attached hereto or incorporated
herein by reference, conWns the entire underatand4ig acid agreement between Tessor and
Lessee, its assigns and successors in interest, as, to the inatters contained herein. Atiy prior or
contemporaneous oral or written agreernent is hereby declared nud and void to the extent in
conflict �Aqtfi any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in -writirq by both parties and approved by the City Cound of
rN IVITNESS WHEREOF,the hearties hereto have executed this Lease in multiples,.this
/8 day of August, 2004.
CrrY OF FORT WORYU: LESSE E NAIVIFE-.
B A
y�
1—h
lvl'aro CKt Bi yw. It
Assistant City. Manager
ATTEST:T: ATTEST:
By:_.
City Secretary
APPROVED AS J*0 FGRM AND LEGALITY:
B�
Assis mit City
Attarney
M& �nojL
19
ST,kTE OF TEXAS
CO-LINITY OF TARRANT
BEFORE ME, the undersigned authofitya Notary Public;in and for the State of Texas,on this
day personally appeared Billy W. Knight, known to nic to be the person whose nw-ne is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of My W, Knight mid
that fie executed the sarnt as the act of Billy W. Knight, for the purposes and consideration therein
expressed and in the capacity therein stated,
GWEN UNDER NTY HAND AND SEAL OF OFFICE this 19 day of August, 2004.
Notary Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authotity, a Notary Public in and for the State of Texas, on this
day personally appeared known to me to be the person whose name is subsodbed to the
foregoing instrurnont, and acknowledged to ino that the same was the act of the City of Fort Worth and
that he excouted the same as the act of said City of Fort Worth for the purposes and Consideration
therein expressed and in the capacity therein stated,
GIVEN UNDER MY HAM) AND SEAL OF OFFICE this day of August, 2004,
Notary Public in and for the State of Texas
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'Description of Mandatory Improvements
Bi1ly W. Knight, Foit Worth Spinks Airport
S ecifiG�,tians
v _ y Total
Tow I� perv�oR s Area--,_ 12,288,97 SE
Total Builditjg_ ea � 9,500 S.F.
Total Asphalt Area. 2,7M97 S.P
Parkin 9' , 1$' 1
Hand i cap Parking
Handivap Restrooms 1 men, 1 women
Building 1. 9,. )0 S.F. Box Hangar
Official site of the aty of Fort Worth,Texas
CITY COUNCIL AGENDA FoRTWORTH_
Create New From This M&C
DATE: 1/25/2022 REFERENCE""M&C 22-LOG 55FWS CONSENTASSIGNMENT GRND
NO.: 0083 NAME: LEASE E5, DANIEL GRIFFITH
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (CD 6)Authorize Execution of a Consent to Assignment of a Ground Lease Agreement
for Lease Site E5 by Billy W. Knight to Daniel W. Griffith and a Consent to Leasehold
Deed of Trust with Daniel W.Griffith and Pinnacle Bank for the Purpose of Financing the
Purchase of the Leasehold Interest of Lease Site E5, Located at Fort Worth Spinks
Airport
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a consent to assignment of a ground lease agreement for lease
site E5 by Billy W. Knight to Daniel W. Griffith at Fort Worth Spinks Airport; and
2. Authorize the execution of a consent to leasehold deed of trust with Daniel W. Griffith and
Pinnacle Bank for the purpose of financing the purchase of the leasehold interest of Lease
Site E5, located at Fort Worth Spinks Airport.
DISCUSSION:
On June 8,2004,through Mayor and Council Communication (M&C)C-20105, City Council authorized
Lessor to execute an unimproved Ground Lease Agreement and associated mandatory improvements
City Secretary Contract(CSC)30455 with Billy W. Knight, dated August 18,2004,for the lease and
use of real property known as Lease Site E5 and any improvements and facilities thereon(Leased
Premises)at Fort Worth Spinks Airport(Airport). Mandatory improvements included a 9,500 square
foot hangar and associated office space on the site.
On or about December 7, 2021, Billy W. Knight notified the Aviation Department of a request for a
Consent to Assignment of the lease to Daniel W. Griffith due to a pending sale of its leasehold
interest. The lease consists of 19,500 square feet of ground space with a 9,500 square foot hangar
facility. The lease will expire on December 31,2034,with two consecutive options to renew for two
additional successive terms of five years each.
Annual revenue from the lease is approximately$6,060.50 payable in monthly installments of
$505.04. 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.
At no time will the adjusted rate exceed the rate that is currently in the Schedule of Rates and
Charges. Five-year rate adjustments will be applied to the ground rate starting on October 1,2025,
and every fifth year thereafter.
The Consent to Leasehold Deed of Trust will grant Daniel W. Griffith's lender, Pinnacle Bank,the right,
subject to the previous lien,to operate as Lessee or secure another tenant in place of Daniel W.
Griffith, if previously approved by City Council, in the event Daniel W.Griffith defaults on the loan
or the lease with the City of Fort Worth. The Ground Lease Agreement prohibits Daniel W.Griffith
from making any assignment of the lease or causing a lien to be made on improvements constructed
on the leased premises without City Council approval. This type of transaction is routine for airport
tenants and staff has no objection to Daniel W. Griffith's request.
Fort Worth Spinks Airport is located in Council District 6.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease,funds will be deposited into the Municipal Airport Fund. The Aviation Department(and
Financial Management Services)is responsible for the collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by_ Dana Burghoff(8018)
Originating Department Head: Roger Venables(5402)
Additional Information Contact: Ricardo Barcelo(5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295 Griffith.pdf (CFW Internal)
Form 1295 Pinnacle.pdf (CFW Internal)
Map of Location E5.pdf (Public)