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HomeMy WebLinkAboutContract 60893FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE IIC —13C FTW MIDFIELD LLC This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor" or the "City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and FTW MIDFIELD LLC ("Lessee"), a Texas corporation, acting by and through JONATHAN M. WENRICH, its duly authorized Managing Member. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee a total of 342,863 square feet of ground space ("Ground"), at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Sites I IC — 13C, ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The Initial Term of this Lease shall commence on the Effective Date (defined on the signature page) and expire at 11:59 PM (30) thirty years following the Effective Date, unless terminated earlier as provided herein. 2.2 Renewals. Upon expiration of the Initial Term of this Lease, Lessee shall have one (1) option to renew for an additional (10) ten years (the "Renewal Term"). In order to exercise an option to renew, Lessee (i) shall notify Lessor in writing of its desire to renew this Lease no less than ninety (90) days and no more than one hundred eighty (180) days prior to the expiration of the Initial Term, and (ii) shall not be in default beyond applicable notice and cure periods at the time Lessee exercises the foregoing option for the Renewal Term. 2.3. 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 FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement OFFICIAL RECORD Fort Worth Meacham International Airport Page I of32 CITY SECRETARY CSO RE C'D FT. WORTH, TX FEB 5'24 pm2,20 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 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. Ground Rate. Lessee shall commence the payment of rent for the Ground on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground, One Hundred Sixty -One Thousand One Hundred Forty -Five Dollars and 61/100 ($161,145.61), at a rate of current rate ($0.47) per square foot, payable in equal monthly installments of Thirteen Thousand Four Hundred Twenty -Eight Dollars and 80/100 ($13,428.80). 3.2. Rate Adiustments. 3.2.1. Consumer Price Index Adiustments. 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, 2024, and on October 1' of any subsequent year during the Initial Term and any Renewal 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 (the "Annual Rent Adjustment"); provided, however, that Lessee's rental rates shall not exceed the then -current rates prescribed by Lessor's published Schedule of Rates and Charges. 3.2.2. Five -Year Adiustments, Ground Rate. In addition to the Annual Rent Adjustments, on October 1, 2029, and every fifth (5th) year thereafter for the remainder of the term of the Initial Term (i.e. on October I' of 2034, 2039, 2044, 2049, 2054), the Ground rental rate shall automatically be adjusted to equal the then -current rates prescribed by the Schedule of Rates and Charges. 3.3. Pavment Dates and Late Fees. F'IW MIDFIELD LLC — Lease Sites I IC —13C Ground Lease Agreement Fort Worth Meacham International Airport Page 2 of 32 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 after the tenth (loth) 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 set forth below on the Premises owned by the City of Fort Worth. The improvements approved shall be referred to as "Mandatory Improvements", as referenced in Exhibit "B". 4.1.1. Phase One Improvements — Lessee shall commence construction of Phase One Improvements within ten (10) months following the Effective Date. Phase One Improvements consist of three (3) 24,990 +/- square foot hangars and one (1) 5,000 +/- square foot office building, and associated apron and vehicle parking spaces. A Certificant of Occupancy for the Phase One Improvements shall be obtained no later than twenty four (24) months after construction has commenced. 4.1.2. Phase Two Improvements — Lessee shall commence construction of Phase Two construction within ten (10) months following the commencement of construction of the Phase One Improvements. Phase Two Improvements consist of one (1) 29,920 +/- square foot hangar, and associated apron and vehicle parking spaces. A Certificate of Occupancy for the Phase Two Improvements shall be obtained no later than fifteen (15) months after construction commenced. 4.1.3. Notwithstanding the requirements set forth in Sections 4.1.1 and 4.1.2, Lessee and Lessor agree to use best efforts to follow the Project Schedule ("Schedule") as identified in Exhibit `B-1". 4.1.4. At the completion of construction of each of Phase One Improvement and Phase Two Improvements, Lessee shall provide to the Lessor: a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As -Built Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total cost/value of the Mandatory Improvements. 4.1.5. If during construction of the Mandatory Improvements, Lessee relocates utilities installed by Lessor, Lessee shall grant unrestricted access, without any impediments or monetary charges, to any necessary or appropriate party for the purpose of connecting other developments or facilities to utilities. FTW MIDFIELD LLC — Lease Sites 11C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 3 of 32 Lessee shall fully comply with all provisions of this Section 4 in the performance of any such Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a Certificate of Occupancy within the applicable time periods set forth above, Lessee shall be in default of this Lease and Lessor shall terminate Lessee's rights to the Premises in its entirety. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of this Lease in any way, an amendment to the Lease shall be signed and dated by both Lessor and Lessee and shall be attached to and made a part of this Lease and shall supersede the previous terms, provisions, and specifications as specifically identified. Upon issuance of the Certificate of Occupancy Lessor shall take full title to the Mandatory Improvements on the Premises. The commencement and completion dates in this Section 4.1 are subject to the provisions of Section 27 below, and any delay by reason of force majeure shall result in a day -for -day extension of the period for performance, provided that the party is diligently and continuously pursuing in good faith a remedy to the delay during such time. 4.2. Discretionary Improvements. Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on or to the Premises (collectively, "Improvements") so long as it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Director of Aviation or authorized representative ("Director"). Lessor agrees to respond in writing to Lessee's requests for approval within thirty (30) calendar days of receipt of such requests. Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the undertaking of any such Improvements. Lessor shall take full title to any Improvements on the Premises upon the expiration or earlier termination of this Lease, provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby. 4.3. Process for Approval of Plans. Lessee's plans for Improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Planning and Development and Transportation and Public Works. 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. 4.4. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Improvement, including, at a minimum, as -built drawings of each project. FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 4 of 32 As -built drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.5. Bonds Required of Lessee. Prior to the commencement of any Mandatory Improvements or Improvements, 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 bond 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 Mandatory or Discretionary Improvements, Lessee's respective prime contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, in the amount of the respective contract price to cover the costs of all work performed under such contractor's contract for such Improvements. Lessee's prime contractor shall also furnish a maintenance bond in an amount equal to the contract price as security to protect Lessor against any defects in any portion of the Improvements. The maintenance bond shall remain in effect for two (2) years after the date of final acceptance of the improvement by the Lessor. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Improvements. The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by Lessor and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor FTW MIDFIELD LLC — Lease Sites 11C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 5 of 32 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 upon (i), where Lessee serves as its own contractor, verification that Lessee has completed construction work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid, affidavits and waivers of liens. 5. USE OF PREIVHSES. 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, including the entire hangar, 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 for subleases with a term greater than five (5) years 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 without regard to lease terms, 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, including, except for rental rates, any material changes to Lessee's terms for portions the Premises . Lessee may make non -material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances. Any Lessor approval required under this section shall not be unreasonably withheld, delayed, or conditioned. 6. REPORTS, AUDITS AND RECORDKEEPING. Lessor reserves the right to require Lessee to -provide Lessor with a written annual report, in a form acceptable to the Director, that reflects Lessee's rent roll, except for rental rates, or any subleases of the Premises in the immediately preceding calendar year. If required, such written annual report shall be provided to Lessor within thirty (30) days following the end of the preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rent roll, except for rates, 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 FTW MIDFIELD LLC — Lease Sites 11 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 6 of 32 hereunder in accordance with Lessee's current basis of accounting or, if Lessee changes such basis, in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal Auditor if it is in compliance with industry standards or generally accepted accounting principles. 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. Notwithstanding permitted re -use and re -location of Lessor -installed utilities on the Premises by Lessee without renumeration to Lessor, 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 excepted. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding pavement, grass and weed management on the Premises and adjacent easement. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. FTW MIDFIELD LLC — Lease Sites I I C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 7 of 32 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 four (4) 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 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 and does not have any Recognized Environmental Concerns including, but not limited to, PFAS FTW MIDFIELD LLC — Lease Sites 11 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 8 of 32 contamination. 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 REMEDL4TION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS 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 hangar or 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 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 FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 9 of 32 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 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 FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham Intemational Airport Page 10 of 32 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 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 specified to be maintained by a commercial tenant 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 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 Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as more particularly set forth in Exhibit "C", which is attached hereto and incorporated herein for all purposes. 11.3 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. FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 11 of 32 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 further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 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 NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BYLAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW, HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SER PANTS 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 NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. FTW MIDFIELD LLC — Lease Sites 11 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 12 of 32 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 PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to 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 receipt of 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, unless such breach or default is not susceptible to cure within thirty (30) calendar days, in which event Lessee shall have such additional time to effect a cure as determined by Lessor. 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, unless such non-use is caused by Force Majeure, as set forth in Section 27 below. 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 FTW MIDFIELD LLC — Lease Sites 1 1 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 13 of 32 15 16 Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. RiLyhts 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. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i) when hand -delivered to the other party at such addresses listed below, or at such other addresses as the receiving party designates by proper notice to the sending party, or (ii) three (3) days after being deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: City of Fort Worth Aviation Department 201 American Concourse, Suite 330 Fort Worth, TX 76106 To LESSEE: FTW Midfield LLC ATTN: Jon Wenrich l l3 Cherry Street PMB 74172 Seattle, WA 98104 971-300-6720 / ion.wenrich(abfbocap.com With respect to Section 14 a copy to: Seyfarth Shaw LLP 999 3rd Ave #4700 Seattle, WA 98104 Email: itavlor(asevfarth.com Attention: Ian S. Taylor MEMORANDUM OF GROUND LEASE AGREEMENT. Lessor and Lessee shall each execute, acknowledge and deliver a Memorandum of Ground Lease Agreement, as shown in Exhibit "D", attached hereto and hereby made a part of this FTW MIDFIELD LLC — Lease Sites I 1 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 14 of 32 Lease for all purposes. Execution of a Memorandum of Ground Lease Agreement shall not in any circumstances be deemed to change or otherwise affect any of the obligations or provisions of this Agreement. 17. ASSIGNMENT AND SUBLETTING. 17.1. In General. Lessee shall have the right to sublease portions or all 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, which such consent shall not be unreasonably withheld, conditioned, or delayed. 17.2. Conditions of Approved Assiinments and Subleases. As provided for in Section 5, 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 rentals, fees and charges. 18. 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 tenninate 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. 19. 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. 20. 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 FTW MIDFIELD LLC — Lease Sites 1 1C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 15 of 32 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, and minimum standards of Lessor; all rules and regulations and minimum standards established by the Director; and all rules and regulations and minimum standards 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, and minimum standards exist or may hereafter be amended or adopted. If Lessor notifies Lessee in accordance with Section 15 above of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. 20.1 Compliance with Minimum Standards and Schedule of Rates and Charles: 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 any charges adopted in the City's Schedule of Rates and Charges, as may be adopted by the City Council from time to time. 21. 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 this regulation which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 22. 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. FIW MIDFIELD LLC — Lease Sites 1 IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 16 of 32 23. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 24. 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. 25. 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. 26. 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. 27. 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. 28. FORCE MAJEURE. Lessor and Lessee will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in 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 the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent F"IW MIDFIELD LLC— Lease Sites 11C— 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 17 of 32 of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the Lessor in its sole discretion. The notice required by this section must be addressed and delivered in accordance with this Lease. 29. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 30. 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. 31. 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. 32. 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 conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [SIGNATURE PAGES FOLLOW] FTW MIDFIELD LLC — Lease Sites 1 1 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 18 of 32 IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiples on this the 3o+day of_ Z—A ) U p C4 2024 (the "Effective Date"). CITY OFF RT WORTH: By: �° B Valerie Washington Assistant City Manager Date:-I-Aju" 3D.To 2.Z.4 � STATE OF TEXAS § COUNTY OF TARRANT § Director BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Valerie Washington, 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 30-14— day Z"W `be—, 12024. Rebecca J Reese x My Commission Expires 2/14/rr2yy0Q No ry Public in d for the ate of Texas No 5119109 APPROVED AS TO FORM AND LEGALITY: By: L am nato-Mensah ista City Attorney M&C: Date: 1295 Certificate Number: 2023-1080417 FTW MIDFIELD LLC — Lease Sites I I C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 19 of 32 ATTEST: nnette S. Goodall ity Secretary j OFFICIAL RECORD CITY SECRETARY FT® WORTH, TX 3 It Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration o>~this contract, i ud' all performance and reporting requirements. ar ara odwin Real Property Manager LESSEE: FTW MIDFIELD LLC By: 3onathan M. Wenrich Managing Member Date: 01/19/2024 STATE OF TEXAS Parker COUNTY OFTftWW BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jonathan M. Wenrich, 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 FTW MIDFIELD LLC and that he executed the same as the act of FTW MIDFIELD LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 19th day January �111dlll1pill "�i aY P4s� f :N A �OF•4 llllll Palursa Shepard ID NUMBER 134005343 COMMISSION EXPIRES December 7, 202a , 2024. Palursa Shepard Note Public in and fo� to of Texas Notarized online using audio -video communication FM MIDFIELD LLC— Lease Sites 11C-13C Ground Least Agreement Fort Worth Meacham International Airport Page 20 of 32 EXHIBIT A - SURVEY REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE 11C -13C FTW MIDFIELD LLC — Lease Sites 1 1 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 21 of 32 NOTES: 499. E 4 N81.16'38" / e6 \ 1. Beeie of hewing' refe.ene.a to the 7.... Stet, Plane OooYeimte Sp4m. North Cmlrol Zonq pnvr .An NAD83, vertical datum HAW 88, wa the Trimble VRS network for Nodh Centml Te.os. NI ! S 41'43'31. E ° y„ di.mm..... ..0... di.tem°.. 145.601, 2. —11ding to the Notioml Flood ln..rpnce Program, flood in..mme rote mop mbar 4843600190k, mWl Sept,mber 25. 2009. the ..blest pmperty lie° in •zone nr..re.. 1°14'48„ W IRF demrmined I. b...tre. the 0.211 mno.l .home fl—plam. IRF IRF S 816575 a 3. Thi, —ey wo prepared riMout the benefit of . curtent rifle o.mmilment. Themmay be easement. and/.r other molten that could e.ie thot — mt .horn. Prepared /or the V IRF L=15.32' \ ¢ \ p.rpo.,e of a I e.. W.ndory fancy. or, R=66.70' PARCEL 13C + , e` A=013" 09.50" oil�\ 123,305 SgFt cB=s ss 3a'ss" IN o CD=15.29' Ip�-r.rf 2.831 AC � `' ` 9 � \ S 36'16'20" W \ \ 24.88' / a .•� ; 1 �]ATA�WR CCCh 51�5 I w - '•. _ LOT 1R, BLOCK 1 4, —MFACHAM AIRPORT ADDITION t ` INST. NO. D216220061 \ n \ m O.P.R. T. C. T. \ \ 0 ? PARCEL 12C N 108,569 SgFt PARCEL'14C' o \ 2.492 AC T^ \ m' ,tr as ATn \ m RIF PARCEL 11 C r cw­r — _ S 53.474l' E 110,989 SgFt 35,36' — 1 2.548 AC N 81'14'39" E .00'LOT 1, BLOCK 2_1MFACHAM A/ SLIDE ADDITION J CAB.A,SLIDE 2445/11RSO P. R.T C. T. S 06'4901" E_ 81'19'59' W IRF 44.1T _ --'s!—_ _._ _ — ..epf — 'S 81'16'54" W 323.66'� ` ` —� _ IRS 25.00' MAND�R RD coM pUgLIC ACCESS — POB��- -- —_ IRS $81$6 9' W 1 ���' (VARIBro EASE—� � PARCEL'8C' Ile PARCELIC' PARCEL'5C' In PARCEL'9C'-'10C' Undo rAfLT.T - rIAT leli]mS TARIMI DTI.rIY, TWt • �� a . almuxD wa en - e/r wrm wax Imo m srxom'amD Fxc.meN: twF . 1K urem wa,l .00 romm srNnm'eIm mxmexC s - 1/r Illw Imo mgxo SHIELD ENGINEERING GROUP TBPE FIRM OF-11039 • TBLS FIRM 010193890 1600 West Ah StrNL Suits 400, Fort Worth, TX 76102 - 817.810.0696 ORAWMG: 504701 LS-S (LEASE r).DWO RITE- 10/3I/2023 DRAWN BY: JPF CHECKED W. CSW 90 160 GRAPHIC SCALE IN FEET VICINITY MAP NOT TO SCALE" FORT WORTH, TARRANT COUNTY, TEXAS I LOT1R. BLOCK I MFACNW AhRPORT ADDITION I MST. W. D216220061 I ^ D.P.R. I. C. T. I V � ----.—.._. F LOT 1. BLOCK 2 MIAIRPORT ADDOKJN CAB. A SfAIE 2H5 P.R. T.C.T. I CERTIFICATION I, ERIC M. WARD, REGISTERED PROFESSIONAL LAND SURVEYOR, DO HEREBY CERTIFY THAT THIS SURVEY SHOWN HEREON ACCURATELY REPRESENTS THE PROPERTY AS DETERMINED BY AN ON THE GROUND SURVEY, MADE UNDER MY DIRECTION AND SUPERVISION. PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT ERIC M. WARD REGISTERED PROFESSIONAL LAND SURVEYOR TEKAS REGISTRATION NUMBER 6217 DATED: 10-31-2023 REV 1: UPDATED SOUTH BOUNDARY LINE LEASE SURVEY SHOWING REV 2: UPDATE OVERALL BOUNDARY PARCELS 'I1C,'12C,'13C' BEING A PORTION OF LOT 1, BLOCK 2 AND LOT IR, BLOCK I OF MEACHAM AIRPORT ADDITION JAMES WALLACE SURVEY, ABSTRACT NUMBER A-1605, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS CITY OF FORT WORTH TARRANT COUNTY, TEXAS EXHIBIT "B" MANDATORY IMPROVEMENTS Four (4) HanLyars / Office Building Hangar Al — 24,990 Square Feet Hangar A2 — 24,990 Square Feet Hangar A3 — 24,990 Square Feet Hangar B 1 — 29,920 Square Feet Office Building — 5,000 Square Feet • All mandatory improvements for Lease Sites 11C — 13C must be completed in accordance with Section 4 of the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto. • Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the FAA no less than sixty (60) calendar'days prior to the commencement of construction. - Phase One Improvements — (See Section 4 of the Lease) - Phase Two Improvements (See Section 4 of the Lease) FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 22 of 32 PRELIMINARY SITE PLAN TA7aWAY A ACCESS 1` 'Raw < _�_.....�._._�.� aloft _.'.. i. ....._. ._._._._._... —'� _,�6%rST.ACCESSROAO. — _ CZNCFtUE "PION OFFICE„` 4 >• 1 L � • £ l i FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 23 of 32 EXHIBIT "B-1" PRELIMINARY PROJECT SCHEDULE MANDATORY IMPROVEMENTS LEASE SITES 11C —13C Pre -Construction Schedule FTW MIDFIELD LLC A&—1 +; Cawrl Aylewnr d taeae .. � PreeateYucllan CoM'aal NOpaMkm Dew o" Ptrew Cwoww"wo � �- Tapwrwh7 Ordw Topo FWd Wbk "I CADWark eI Two2eoelrW G~h "I Ordw Watch I FWW wan 1 1b Wank .' Wo RpW R.=WW ei s+idtu o..+vr I 0-or M--warwd 'N 1>arrol aldleYM1� '� 1.1 Camwb z, 2ro Con-wo 21 3rd Comm* •� I &A&m Parrri fto@& d -; 800V FC SM Mood CM Dw r I Udy G.1*1 Pmo 2' e4e Woh P'arrNl RrroW W FM 9uEmktft :y I CATER 74604 Si I owdwp '•' I 0a 10OW ElporMd w Nwer.W 3.2023 4A972 PM COT 0 011IM24 0111524 2 fetid OVtSf14 OlgDfu 40d 01/1524 03111f24 0 0111M24 OV1124 3 tw OVI=4 02flwu GFS.4w 3. ozrmrj4 owltr24 7 0 0311124 03111124 6d 2 O1/1S24 OT2044 0 0111" 01MWu 3 11 Id 02MW4 _ 071 &W 11FS+3w 2. WA724 OWW4 12 0 ov2afu ov7ort4 13 Iliad 103112f24 I0m1WI4 law I o371224 I OUN24 1 14. 9 ow I0u0B/24 Ia6A324 0 I06103f24 060=4 �1a 17 Zw IOSX 24 ON1724 16 2w 062524 07AS24 19F3.1w 2w 0711624 072W24 20F3.1w 0 I0729f24 07r" 21 0 10611924 W1924 22FS Nw load 103l1224 072Y24 ,ow I o3112124 07A 24 0 12. 10907,24 0721124 101129f24 :. Mw 0 107129.24 26 { 1- O-7'24 j I aw — --}-- ---1 7.24 0' 7giRt �j Ilk 25E4 +6w 16w 07l30124 OYI.Yu 125, 20 ISO 07130R4--� 13w I Olt W4 I oe11M124 120.20 FTW MIDFIELD LLC — Lease Sites I IC -- 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 24 of 32 smartsheet ft Napo-afon Wd GC SdACND, 4. 0N2=4 OW 16124 32 'dI GC C"W E=am- o OW IQ4 OW &W 33 NufteaP,omd 2. OW17a4 COMW 34 p co urn !on so Iamra lewra -'II Cwwmn mM 1w 1WOIf" 1WM 4 35. 27.2Z 3D _ , E,*o,tetl - November 3. 2023 4:0p22 PM COT Construction Schedule ,. a.wnc= ua I creera,aao,arq o I Futd,y M I FwlGwtilWw e I Etw.o.eca�va, aeee I cow sa. c.wererooe..,..Y n.w ou 4. I .�. C—~ 4 FTW MIDFIELD LLC "MM aea,m ,0'a144 1e 46 11 oars4ue Q Pape 2 of 2 smartsheet All provisions of the Lease and this Project Schedule shall be fully complied with in the performance of any such Mandatory Improvements. Should construction not be completed as evidenced by the issuance of a Certificate of Occupancy within the applicable time period set forth above, Lessee shall be in default of the Lease and the Lessor shall terminate Lessee's rights to the Premises in its entirety. FTW MIDFIELD LLC — Lease Sites 11C —13C Ground Lease Agreement Fort Worth Meacham International Airport Page 25 of 32 FORT Wow AV1ATM Fixed Base Operators (FBO's) Aircraft Maintenance Operator and Avionics or Instrument Maintenance IMPiston Maintenance Operator and Avionics or Instrument Maintenance Operator -Turbine Avionics or Instrurrwwd Maintenance Operator (Bench Nark Only) Aircraft Rental or Flight Training Operator Aircraft Charter or Aircraft Management Operator Aircraft Sales Operator Aircraft Storage Operator EXHIBIT C EXHIBIT C -MINIMUM INSURANCE REQUIREMENTS P }, Commercial Hangarkespe s Environmental Aircraft end Pas Automobile WbaRy (To InsuranceGeneralLlebiNty' Impairment UaPality, sage incude Hired d Nan-a-vned l iebiBly Uebiltty Vehlclees) Yes 55,000,000 $5,000,000 $11000,000 b 1.000,000 $1,000.000 b1,000,000 $ 1,000.000 n 55.000.000 $1,000.000 $1,000,000 .g 31,000,000 ' $1,000,000 $ 000,0001 $1,000.000 $1,000.000 $1,000,a00 $5.000,0003 35,Ooo.000' b 1.000,000 b 1,000,000 $1,000,000/occurrence $ 1,000,000 $100,000/passenger 55.000.000'occurrence b 1,000,000 $500,000/passenger $1,OOO,OOO/occurrence b 1.000,000 $100,000/passenger b $1 Door OOO/occrm me 1,000,000 250.000 Aviation Service SaleRopriston 51,000,000 $100,0001passonger4 b (Ot w Commercial Aeronautical $1.000,000 $300,0001occurrence b 1.000,000 Activities (Temporary Specialized Aviation 5300,OOO/accurrenee b 1,000,000 ServiceOperator$1,000,000 Non Commercial Hargar Lessee 3 $1,000,000 n $300.000/occurrence b 1.000,000 Non -Commercial FMng Club s $1,000,000 r $1,000,000/occurrence b 1.000,000 5100.000/oassenaer Non -Commercial Setf-Fueling s $1,000,000 $1,000,000 3300,OOO1oecnarence b 1,000,000 P 1 Non -Commercial Satf-Fueling Prds tee $1,000.0001 en5500.000 $300,0001occurrence $ (Alternative Fuels e.a. moaas) I'Box Hanger, T-Hangar, Community s 31,000.000 5300,0001occunerlce b Hangar Other 'knurance requirements subject to datenNnation by Aviation Departrnent and Risk Manegennnt, Additional Insurance Requirements -Lessee's polices are to be primary to any other valid and collectible Insuranceevaiable to the City •Ail poldea shall InclSubrogation ude a Wahver of suogation in tavor of the City (renporary'' SO mqt dso Include Airport Lessee) -The City of fort Worth shall be namsee ed as Additional Insured (Temporary SASO must also include Airport Les) -Policies shall have no exclusions by andorsemeri. which, neither null fy or amend the required lines of coverage, nor decrease the limits of said coverage ' Corsage per aircraft should be equivalent to the a erage aircraft value at me 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 Irwi de Negligent Instruction Cow" 7 If aircraft storage operator Is providing subleasing space for aircraft storage 4 Only required for those providing flight instruction s Depends on ms terd the lease agreement e If vehicle perked lsdslde - State rrdnimus would apply f Coverage may be provided by endorsement Aviation Minimum Standards. City of Fort Worth Aviation Department (06103/2014) FTW MIDFIELD LLC — Lease Sites 11C — 13C Ground Lease Agreement Fort Worth Meacham Intemational Airport Page 26 of 32 250,000 250,000 PROPERTY INSURA 4QE 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 aquipmenL 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 futures, stock, inprovements and betterments, based property for which you have a contractual obligation to inure and several other similar business property items when not specifically excluded from coverage. The policy is also designed to protect the inured against loss or damage to the Personal Property of Others while in the hsured's care, custody and control. Business Income (sometimes called Business Interruption) affords protection against the loss of samings 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 which 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 inured 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 GENER�odily 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 Iniury means false arrest, malicious prosecution, wrorghd entry or eviction, libel, slander and violations of a person's right of privacy. Advertising Injury means libel, slander, disparagement, violations of a persons right of privacy, misappropriation and copyright infringement. Coverage C - Medical Payments Medical Payments means medical expenses for bodily iryury caused by an accident. Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the ]j�1NGARKEEPE S aircraft is in the care, or control of the insured for safekeeping, Y pm►g: storage, service or repel. Coverage IABILITY extends to liability chins nvolvirg an aircraft s loss of use. Insures the pollution exposure associated with the insured's property and operations, Including costs of cleanup and remedial or corrective action due to a third -party demand or a govemmant order. The Pollution exci lion in general ENVIROMENTAL liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs IMPIRMENT LIABILITY arising from most types of pollution everts. 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 dstnctty different from those for other areas of transportation and tend to incorWats aviation AIRCRAFT AND terminology, as wall as terminology, limits and clauses specific to aviation insurance. Passenger liability protects PASSENGER LIABILITY passengers riding its 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 specified tint 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 ITO INCLUDE HIRED & or property damage for wtnich the Insured is legally responsible because of an automobile accident. The policy also VON -OWNED VEHICLES) states that, in addition to the payment of damages, the insurer also agrees to defend the inured 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 event of a loss. The intent is to prevent one party's insurer from pursuing abrogation against the other party. SSUBROGATION FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 27 of 32 EXHIBIT "D" After recording, please return original document to: City of Fort Worth Meacham International Airport 201 American Concourse, Suite 330 Fort Worth, Texas 76106 MEMORANDUM OF GROUND LEASE AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT § THIS MEMORANDUM OF GROUND LEASE AGREEMENT (this "Agreement") is executed to be effective as of , 2024 by and between THE CITY OF FORT WORTH, a Texas home rule municipal corporation located at 200 Texas Street, Fort Worth, Texas 76102 ("Lessor"), and a ("Lessee"" ) - I . Lessor and Lessee entered into that certain Ground Lease Agreement dated (the "Lease"), pursuant to which Lessor leased to Lessee, and Lessee leased from Lessor, certain real property located in Tarrant County, Texas, described on Exhibit A, attached hereto and made a part hereof (the "Premises"). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Lease. 2. Lessor and Lessee now desire to memorialize of record the existence of the Lease and give notice of certain terms and provisions thereof. 3. Lessor hereby demises and leases to Lessee, and Lessee hereby takes and leases from Lessor the Premises described in the Lease, upon all of the terms and conditions more particularly set forth in the Lease. 4. The initial term of the Lease commenced on and will expire at p.m. (Central) on , unless (i) terminated earlier as provided in the Lease or (ii) Lessee fails to diligently commence construction of the Mandatory Improvements, as defined and set forth in Section of the Lease, within six (6) months following the Effective Date, in which case the Initial Term shall expire at 11:59 P.M. on without any renewal right as provided in Section . of the Lease. 5. Improvements, in which case, construction can occur if approval is provided by both the City and the FAA. FTW MIDFIELD LLC — Lease Sites 11 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 28 of 32 6. This Agreement is executed for the purpose of recordation in the Official Public Records of Real Property of Tarrant County, Texas in order to give constructive notice of all terms, provisions and conditions of the Lease and is not intended, and shall not be construed, to define, limit or modify the Lease. 7. In the event of any conflict or any inconsistency between the terms and provisions of the Lease, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of the Lease shall control. Nothing contained in this Agreement shall alter, modify or amend the provisions of the Lease, which remains in full force and effect according to all of the terms and provisions thereof. 8. Additional provisions are as set forth in the Lease, including, without limitations, provisions regarding ownership of improvements and an "option of ownership upon termination" of the Improvements in favor of Landlord. [Signature Page Follows] FTW MIDFIELD LLC — Lease Sites I IC — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 29 of 32 EXECUTED to be effective as of the date first set forth above. LESSOR: CITY OF FORT WORTH, a Texas home rule municipal corporation By: GW Valerie Washington, Assistant City Manager STATE OF TEXAS § COUNTY OF TARRANT § I HEREBY CERTIFY that on or about this day of , 2024, before me, a Notary Public for the state aforesaid, personally appeared Valerie Washington, known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing Ground Lease Agreement, who acknowledged that she is the Assistant City Manager of the City of Fort Worth, that she has been duly authorized to execute, and has executed, such instrument on its behalf for the purposes therein set forth; and that the same is its act and deed. IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above written. APPROVED AS TO FORM AND LEGALITY: I0 Jeremy Anato-Mensah, Assistant City Attorney FTW MIDFIELD LLC — Lease Sites I I C — 13C Ground Lease Agreement Fort Worth Meacham Intemational Airport Page 30 of 32 Notary Public My commission expires on ATTEST: By: Jannette S. Goodall City Secretary LESSEE: M. STATE OF TEXAS § COUNTY OF TARRANT § [Name] [Title] I HEREBY CERTIFY that on or about this day of , 2024, before me, a Notary Public for the state aforesaid, personally appeared known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing Ground Lease, who acknowledged that he is the of and that he has been duly authorized to execute, and has executed, such instrument on its behalf for the purposes therein set forth; and that the same is its act and deed. IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above written. Notary Public My commission expires on FTW MIDFIELD LLC — Lease Sites I I C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 31 of 32 MAYOR AND COUNCIL COMMUNICATIONS FTW MIDFIELD LLC — Lease Sites 11 C — 13C Ground Lease Agreement Fort Worth Meacham International Airport Page 32 of 32 M&C Review Page I of 2 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FORTWORTH Ir- REFERENCE **M&C 24- 55FTW GROUND LEASE DATE: 1/23/2024 NO.: 0063 LOG NAME: AGRMNT 11C - 13C, FTW MIDFIELD LLC CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 2) Authorize Execution of a New Ground Lease Agreement Including Mandatory Improvements with FTW Midfield LLC for Lease Sites 11C - 13C at Fort Worth Meacham International Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a new ground lease agreement including mandatory improvements with FTW Midfield LLC for Lease Sites 11C - 13C at Fort Worth Meacham International Airport. DISCUSSION: On or about January 25, 2023, Aviation staff received a request from FTW Midfield LLC (FTW Midfield) to lease ground space known as 11C - 13C as part of the Midfield Development Project at Fort Worth Meacham International Airport. The total amount of ground space for Lease Sites 11 C - 13C is approximately 342,863 square feet. FTW Midfield will pay a ground rate of $0.47 per square foot. Revenue generated from the ground lease is approximately $161,145.61 annually, paid in monthly installments of approximately $13,428.80. Rates are in accordance with the Aviation Department's current Schedule of Rates and Charges. The mandatory improvements for Lease Sites 11 C - 13C will be constructed in two phases. Phase One will include construction of three hangars approximately 24,990 square feet each plus a 5,000 square foot office building. Phase Two will include a 29,920 square foot hangar. Construction timelines will be in accordance with Aviation Leasing Policy and agreed upon by all parties in the ground lease agreement. Hangars, aprons, ramps and other auxiliary areas will be constructed in compliance with the Aviation Minimum Standards. The term of the new ground lease will be thirty (30) years, effective upon execution of the ground lease agreement, with one ten (10) year option to renew, bringing the lease term to a total of forty (40) years. All terms and conditions of the lease agreement will be in accordance with City of Fort Worth and Aviation Department policies. Rental rates shall be subject to an increase on October 1 st 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 current in the Schedule of Rates and Charges. Five- year rate adjustments will be applied to the ground rate starting on October 1, 2029, and every fifth year thereafter. ADVISORY BOARD APPROVAL: On October 19, 2023, the Aviation Advisory Board voted to recommend that the City Council approve the ground lease agreement. Fort Worth Meacham International Airport is located in Council District 2. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and execution of the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and http://apps.cfwnet.org/counci packet/mc_review.asp?ID=31771 &counciIdate=l /23/2024 1 /26/2024 M&C Review Page 2 of 2 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 I (Chartfield 2) I FROM Fund Department Account Project I Program I Activity Budget I Reference # Amount ID I I ID I Year I (Chartfield 2) Submitted for Citv Manaaer's Office bv: Dana Burghdoff (8018) Oriainatina Department Head: Roger Venables (5402) Additional Information Contact: Ricardo Barcelo (5403) ATTACHMENTS 55FTW GROUND LEASE AGREEMENT 11C - 13C FTW MIDFIELD LLC.odf (Public) FID TABLE.xlsx (CFW Internal) Form 1295 Certificate 101114738 - FTW Midfield LLC.pdf (CFW Internal) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=31771 &councildate=1 /23/2024 1 /26/2024 FORTWORTH Routing and Transmittal Slip AVIATION Department DOCUMENT TITLE: FTW Midfield LLC_Ground Lease Agreement_Lse Ste 11C — 13C M&C CPN CSO # DOC# DATE: 01.30.2024 TO: INITIALS DATE OUT 1. Barbara Goodwin - Aviation 2,1 2. Roger Venables - Aviation 3. Jeremy Anato-Mensah - Legal �n / �j0 1,e) 4. Valerie Washington - CMO 5. Jannette Goodall CSO - 6. DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ZYes ❑ No RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: ❑ Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Sianature/Routing and/or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Barbara Goodwin at Barbara.Goodwin@fortworthtexas.gov. Thank you.