HomeMy WebLinkAboutContract 60290DocuSign Envelope ID: OBD75FFD-61 FF-47AC-97B8-B829E94F7A6E
CSC No. 60290
FACILITIES LEASE AGREEMENT
This Facilities Lease Agreement ("Lease") is made by and between the City of Fort Worth, Texas,
a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant
City Manager, Dana Burghdoff ("Landlord"), and GRIDIRON AIR LLC, acting by and through its duly
authorized President and CEO, Paul Kirby ("Tenant").
WHEREAS, Lessor owns a certain piece of property known as the Parts Building #11, located at
2008 Eagle Parkway, Fort Worth, Texas 76177 at the Alliance Maintenance Facility ("Property"), said
Property being managed on behalf of Lessor by Hillwood Properties ("Property Manager"); and
WHEREAS, Lessee has requested, and the Lessor agrees to grant to Lessee, the use of approximately
35,150 square feet of the space on the Property in accordance with the terms and conditions of this
Agreement.
WITNESSETH:
1) Premises. Lessor hereby grants Lessee the Agreement to exclusively occupy approximately
35,150 square feet of space on the Property ("Premises") as described in Exhibit "A" for aircraft
equipment storage. Under no circumstances during the Agreement will Lessee use or cause to be used
on the Premises any hazardous or toxic substances or materials, or store or dispose of any such substances
or materials on the Premises; provided that the presence of fuel, engine oil and hydraulic fluids as
commonly used for or stored in vehicles parked on the Premises will not be deemed a violation of this
Section. Lessee shall not install signs, advertising media, or lettering in or on the Premises without prior
written approval of Lessor. Lessee will have access to the Premises twenty-four (24) hours a day, seven
(7) days a week. Lessor agrees to provide Lessee with reasonable prior notice in the event Lessor desires
to access the Premises; however, the Lessor reserves the right to use the Premises in any way that does
not materially interfere with Lessee's use of the Premises in accordance with this Agreement.
2) Condition of Premises. Lessee taking possession of the Premises shall be conclusive
evidence that (a) the Premises is suitable for the purposes and uses for which same are leased; and (b)
Lessee waives any and all defects in and to the Premises, its appurtenances, and in all the appurtenances
thereto. Further, Lessee takes the Premises and all appurtenances in "AS IS" condition without warranty,
expressed or implied, on the part of Lessor. Lessor shall not be liable to Lessee, Lessee's agents,
employees, invitees, Lessees, or guests for any damage to any person or property due to the Premises or
any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair.
3) Lease Term: The term of this Lease shall commence on the date of its execution ("Effective
Date"), as shown on page 7 in this Agreement and expire thirty (30) days from the Effective Date. The term may
be automatically extended for two (2) additional, successive thirty (30) day periods only. This Lease may be
terminated by either party, for any reason, by providing the other party with not less than 30-days written notice
prior to the effective date of such termination.
4) Lease Fee; Time of essence.
(a) Lessee will pay Lessor a Lease Fee of $20,000.00 per month to use the Premises during the
Lease Term. This is a gross rent agreement so all utilities, common area and property
management fees for the Premises, as described herein under Section 5 of this Agreement,
are included in the Lease Fee.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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(b) Lease Fee is due to Lessor on or before the Pt of each month via direct deposit into the
Alliance Maintenance Fund bank account, the information for which shall be provided
by Lessor and/or Property Manager to Lessee promptly after the Effective Date hereof.
Checks will not be accented.
(c) If the payment of Lease Fee and any other fees due from the Lessee are not received by
Lessor as provided herein, then after ten (10) days after receipt of written notice from Lessor,
all amounts due and payable to Lessor hereunder shall bear interest from the date the
payment of fees was due until paid, at a per annum rate of interest equal to the lesser of (a)
eighteen percent (18%) or (b) the highest non -usurious rate permitted by applicable law.
5) Services. All utilities, common are fees and property management fees for the Premises are
included in the Lease Fee and shall be furnish by the Lessor to the Lessee. All other operating costs of
Premises, including but not limited to security and cleaning, shall be at Lessee's sole cost and expense.
If Lessee wants or needs any other items or services while occupying the Premises, then Lessee shall
first obtain permission and approval from the Lessor to contract, add or install any of the above items
and will be responsible for providing same at Lessee's sole cost. Nothing herein shall constitute an
obligation of Lessor funds.
6) Alterations, Additions, Improvements, and Signage. Lessee shall make no alterations on
or additions to the Premises without the prior written consent of Lessor. If approved by the Lessor, any
alterations made to the Premises by the Lessee shall be at Lessee's sole cost and expense and shall not
interfere with the operations of other Lessees and/or other operations at the Alliance Maintenance Facility.
If interference occurs, Lessee will make changes and/or remove the alteration to remedy said interference
within five (5) days of notice from Lessor. All alterations, additions and improvements made to or fixtures
or other improvements placed in or upon the Premises shall be deemed a part of the Premises and the
property of Lessor at the end of the Lease Term. All such alterations, additions, improvements, and fixtures
shall remain upon and be surrendered with the Premises as a part thereof at the termination of this
Agreement. Lessee may, at its sole option and expense, remove any Lessee alterations at any time during
the Lease Term with Lessor approval. At the termination of this Agreement, whether by lapse of time or
otherwise, Lessee shall (i) deliver the Premises to Lessor in as good a condition as the same was as of the
date of the taking of possession thereof by Lessee, subject only to ordinary wear and tear and damage caused
by casualty or condemnation, and (ii) upon Lessor request, remove any alterations and make any repairs to
the Premises as needed in order to comply with the provisions of Section 13 below.
7) Indemnity. (a) LESSEE SHALL AND DOES AGREE TO INDEMNIFY,
PROTECT, DEFEND AND HOLD HARMLESS LESSOR, LESSOR'S OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") FOR,
FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES.,
LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING
REASONABLE COURT COSTS, REASONABLE ATTORNEYS' FEES AND
REASONABLE COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR
DESCRIPTION TO THE EXTENT ARISING OR ALLEGED TO ARISE BY REASON OF
INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY
(1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES BY LESSEE, ITS
EMPLOYEES, AGENTS AND LESSEES OR (2) BY REASON OF ANY OTHER CLAIM
WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE
OCCASIONED BY ANY ACT OR OMISSION ON THE PART OF LESSEE OR ANY
LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF
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LESSEE OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY
COVENANT OF LESSEE UNDER THIS AGREEMENT (COLLECTIVELY,
"LIABILITIES"), EXCEPT TO THE EXTENT ARISING OUT OF OR RESULTING
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR
CLAIM, LESSEE, ON NOTICE FROM LESSOR, SHALL DEFEND SUCH ACTION OR
PROCEEDING, AT LESSEE'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO LESSOR. THE PROVISIONS OF THIS
PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF LESSEE WITH RESPECT TO
THE USE AND OCCUPANCY OF THE PREMISES, WHETHER OCCURRING BEFORE
OR AFTER THE COMMENCEMENT DATE OF THE LEASE TERM AND BEFORE OR
AFTER THE TERMINATION OF THIS AGREEMENT. THIS INDEMNIFICATION
SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS
PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY
OF THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH 7, SUCH
LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION
OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION
OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION
INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS
SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL
FORCE AND EFFECT.
8) Waiver of Liability. ALL PERSONAL PROPERTY OF LESSEE, WHETHER
PURSUANT TO THIS AGREEMENT OR OTHERWISE, SHALL BE AT THE RISK OF
LESSEE ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR
THEFT OF OR DAMAGE TO PROPERTY OF LESSEE, ITS EMPLOYEES, AGENTS,
PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY
IS ENTRUSTED TO EMPLOYEES OF LESSOR OR SUCH LOSS OR DAMAGE IS
OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER
NATURE, UNLESS DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY
INDEMNITEE.
9) Insurance. Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified herein, which liability policy shall name the Lessor of Fort Worth 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 following insurance coverage at the limits
specified herein:
* Commercial General Liability: $1,000,000.00 per occurrence (Including Products and
Completed Operations);
In addition, Lessee shall be responsible for all insurance to any personal property of Lessee or in
Lessee's care, custody or control. Lessee is allowed to self -insure without the prior written consent of Lessor.
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Any self -insured retention or other financial responsibility for claims shall be covered directly by Lessee in lieu
of insurance.
10) Abandoned Property. Lessee's personal property not promptly removed by Lessee from
the Premises at the termination of this Agreement, whether termination shall occur by the lapse of time or
otherwise, shall thereupon be conclusively presumed to have been abandoned by Lessee to Lessor. Fixtures
attached to the Premises become the property of Lessor, if not removed as required herein.
11) Assignment and Subletting. Lessee shall not assign this Agreement, or any right of Lessee
under this Agreement, or sublet the Premises, for consideration or no consideration, whether voluntarily, by
operation of law, or otherwise, and any attempt to do so shall be void, and any such attempt shall cause
immediate termination of this Agreement; all provided that Lessee's contractors and agents may use the
Premises in accordance with the terms and provisions hereof.
12) Damage to Premises or Property of Lessor. If, at any time during the Lease Term, by the
acts or omissions of the Lessee, its employees, contractors, or agents of Lessees, the Premises, or any
property therein is damaged or destroyed, Lessee shall be obligated to pay, on demand, all costs to repair or
replace such damaged or destroyed property.
13) Repairs and Maintenance. Lessor has no obligation to make repairs of any sort to the
Premises. Lessor's sole obligation hereunder being to make the Premises available to Lessee in accordance
with and subject to the covenants, restrictions and limitations set forth herein. Lessee shall, at its expense,
use and maintain the Premises in a neat, clean, careful, safe, and proper manner and comply with all
applicable laws, ordinances, orders, rules, and regulations of all governmental bodies (state, county, federal,
and municipal). Lessee shall be responsible, at their sole expense, for any and all clean up and/or repairs
to damage to the Premises due to the use of the Premises, including but not limited to, chemical spills and
environmental clean-up if required. At no time may there be any maintenance of any equipment within the
Premises and if a spill of any nature takes place arising from the actions of Lessee, Lessee must notify the
Property Manager immediately and is responsible for all required clean up and repairs to the extent arising
from the spill.
14) Severability. If any clause or provision of this Agreement is or becomes illegal, invalid or
unenforceable because of present or future laws or any rule or regulation of any governmental body or entity,
effective during the Lease Term, the intention of the parties hereto is that the remaining parts of this
Agreement shall not be affected thereby unless such invalidity is, in the sole determination of the Lessor,
essential to the rights of both parties, in which event Lessor has the right, but not the obligation, to terminate
the Agreement on written notice to Lessee.
15) Default and Termination.
(a) Lessee's Default. If Lessee shall fail to perform or observe any of its obligations hereunder
then Lessor may terminate this Agreement by giving Lessee twenty (20) days prior written notice thereof.
If Lessee fails to cure such default within twenty (20) days of receipt of Lessor's default notice than this
Agreement and all interest of Lessee hereunder shall automatically terminate, but if Lessee does so cure
such default within said 20 days, Lessor's termination notice will be deemed withdrawn. Such rights of
Lessor in the case of a default by Lessee hereunder are not exclusive, but are cumulative of all other rights
Lessor may have hereunder, at law or in equity; and any one or more of such rights may be exercised
separately or concurrently to the extent provided by law.
(b) Lessor's Default. Should Lessor commit a default under this Agreement,, Lessee may terminate
this Agreement by giving Lessor twenty (20) days prior written notice thereof. If Lessor fails to cure such
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default within twenty (20) days of receipt notice then Lessee may terminate this Agreement- Such rights of
Lessee in the case of a default by Lessor hereunder are not exclusive, but are cumulative of all other rights
Lessee may have hereunder, at law or in equity; and any one or more of such rights may be exercised
separately or concurrently to the extent provided by law.
(c) Termination by Convenience. Either party may terminate this Agreement with 30 day written
notice to the other party.
16) Notice. Any notice hereunder must be in writing. Notice deposited or sent by nationally
recognized overnight courier service, such as, but not limited to, Federal Express, by certified mail with
return receipt requested, or by express mail properly addressed, postage paid, shall be effective -upon
deposit. Notice given in any other manner herein shall be effective upon receipt at the address of the
addressee. For purposes of notice, the addresses of the parties shall, unless changed as hereinafter
provided, be as follows:
To City:
City of Fort Worth
Lease Management
Property Management Department
900 Monroe, Suite 400
Fort Worth, TX 76102
With a copy to:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
With a copy to the
Property Manager:
Alliance Fort Worth Maintenance Base
c/o Hillwood
Properties
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 76177
To Lessee:
GRIDIRON AIR, LLC
8701 S. Hardy Dr.
Tempe, Arizona 85284
Attn: General Counsel
The parties hereto shall have the continuing right to change their respective address by giving at least ten
(10) days' notice to the other party.
17. Audit. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134, Administration, Powers
and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort Worth, Lessor
may at Lessor's sole cost and expense, at reasonable times during Lessee's normal business hours and upon
reasonable notice, audit Lessee's books and records, but only as it pertains to this Agreement and as necessary
to evaluate compliance with this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and
Lessee relating to the use of the Premises and no prior written or oral covenants or representations relating
thereto not set forth herein shall be binding on either party hereto.
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19. Amendment. This Agreement may not be amended, modified, extended, or supplemented
except by written instrument executed by both Lessor and Lessee.
20. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute but one and the same document.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: OBD75FFD-61 FF-47AC-97B8-B829E94F7A6E
Oct. 16th
In witness whereof, the parties hereto have caused this Lease to be executed this day of 2023
("Effective Date").
LESSOR:
CITY OF FORT WORTH
a DaBt na Burghdoff (Octl 2023 CDT)
Lo
Dana Burghdoff
Assistant City Manager
Date: Oct 17, 2023
LESSEE:
GRIDIRON AIR, LLC A DELAWARARE
LIMITED&UWLITY COMPANY
wyip
`J25r tS / bSUV OV b4 V'I ...
Kenneth Wright
Name:
Title: Chief Technical officer
Date: 10/13/2023
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name: 71 n1ott/3.
Lease Manager, Property Management Department
Title:
Date: Oct 13, 2023
APPROVED AS TO FORM AND LEGALITY:
By:
Jeremy Anato-Mensah
Assistant City Attorney
Date: Oct 16, 2023
ATTEST: �e
Sao °:d
By:
`� aII4n�ooga'a
Jannette S. Goodall
City Secretary
Oct 18, 2023
Date:
Form 1295: Not required OFFICIAL RECORD
Contract Authorization: CITY SECRETARY
M&C: Not required FT. WORTH, TX
DocuSign Envelope ID: OBD75FFD-61FF-47AC-97B8-B829E94F7A6E
Exhibit "A"
Aerial View
DocuSign Envelope ID: OBD75FFD-61 FF-47AC-97B8-B829E94F7A6E
Exhibit "A"
Premises highlighted in yellow
o� o Leased Premise',
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:LEVEL 1 PLAN