HomeMy WebLinkAboutContract 58145-CA1D224155979 09/03/2024 08:26 AM Page: 1 of 43 Fee: $188.00 Submitter: Baker Firm PLLC - Fort Worth TX
Electronically Recorded by Tarrant County Clerk in Official Public Records
MARY LOUISE NICHOLSON
COUNTY CLERK
CSC No. 58145-CAl
CONSENT TO ASSIGNMENT
CITY SECRETARY CONTRACT NO. 58145
GROUND LEASE AGREEMENT
LEASE SITE TERMINAL RAMP
FORT WORTH SPINKS AIRPORT
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
58145, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas 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; FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC a Texas limited liability
company, acting by and through JOHN COCKERHAM, its duly authorized President; and FWS
HANGAR LLC AND FWS FBO LLC ("Assignee"), a Delaware limited liability company,
acting by and through JONATHAN M. WENRICH, who is the duly authorized President of FWS
HANGAR LLC AND FWS FBO LLC, a Delaware limited liability company.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about September 29, 2022, through Mayor and Council Communication (M&C) C-22-
0766, Lessor and Lessee entered into City Secretary Contract ("CSC") No. 58145 ("Lease"),
a nineteen -year ground lease agreement for 42,201 square feet of terminal ramp space
("Leased Premises"), at Fort Worth Spinks Airport ("Airport").
B. The lease term of the Lease expires on September 1, 2041 with two (2) options to renew
for five (5) years each.
Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased Premises
and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing to consent
to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. The Lessee acknowledges that any assignment of this lease agreement shall be subject to
the following condition precedent: The Lessee shall have satisfied the entire outstanding balance
Consent to Assignment of CSC No 58145
by Harrison Realty Investments, LLC
to FWS Hangar, LLC and FWS FBO LLC
Page 1 of 8
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CONSENT TO ASSIGNMENT
CITY SECRETARY CONTRACT NO. 58145
GROUND LEASE AGREEMENT
LEASE SITE TERMINAL RAMP
FORT WORTH SPINKS AIRPORT
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
58145, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas 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; FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC a Texas limited liability
company, acting by and through JOHN COCKERHAM, its duly authorized President; and FWS
HANGAR LLC AND FWS FBO LLC ("Assignee"), a Delaware limited liability company,
acting by and through JONATHAN M. WENRICH, who is the duly authorized President of FWS
HANGAR LLC AND FWS FBO LLC, a Delaware limited liability company.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about September 29, 2022, through Mayor and Council Communication (M&C) C-22-
0766, Lessor and Lessee entered into City Secretary Contract (" CSC") No. 58145 ("Lease"),
a nineteen -year ground lease agreement for 42,201 square feet of terminal ramp space
("Leased Premises"), at Fort Worth Spinks Airport ("Airport").
B. The lease term of the Lease expires on September 1, 2041 with two (2) options to renew
for five (5) years each.
Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased Premises
and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing to consent
to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. The Lessee acknowledges that any assignment of this lease agreement shall be subject to
the following condition precedent: The Lessee shall have satisfied the entire outstanding balance
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO LLC
Page 1 of 8
of the construction loan in full and undertakes to furnish the Lessor with all requisite
documentation and assurances pertaining to the punctual settlement of all outstanding liabilities
delineated within the construction loan agreement. Failure to meet this condition shall render any
proposed assignment null and void unless otherwise agreed upon in writing by Lessor.
2. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date"). The Lease
is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective
Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department
and is incorporated herein by reference for all purposes.
3. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right, privilege or use granted to Lessee by the Lease. In the event of any
conflict between the Lease and the Assignment, the Lease shall control. In the event of any conflict
between this Consent and the Assignment, this Consent shall control.
4. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the
Effective Date.
5. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Lease), including, but not limited
to, property loss, property damage and/or personal injury of any kind, including death, to the extent
caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective
Date.
6. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date.
7. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent 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. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
8. This Consent may be executed in any number of counterparts, all of which shall constitute
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO LLC
Page 2 of 8
the same instrument.
9. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO LLC
Page 3 of 8
I MNESS W REOF, t e parties hereto have executed this Agreement in multiples on
this the-q day of �lA U<,, 2024.
J
CITY OF FORT WORTH:
By: j,�
Valerie Washington
Assistant City Manager
Date: lbi
M&C: 24-0671
M&C Approved: 08.13.2024
Form 1295:2024-1192119
2023-1080419
STATE OF TEXAS COUNTY
OFTARRANT
APPROVED AS TO FORM AND LEGALITY:
By:
Jeremy Anato-Mensah, Assistant City Attorney
a�nn
�� F pORt�daA
Od
o°L`o Sao
ATTEST:
By:
°$n nEz654a
Jannette S. Goodall, City Secretary
/�C
KC
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.
N UNDER MY HAND AND SEA OF OFFICE this day
2024.
°j•. 9 Notary Public in and for the St e o exas
� 910NA-TURES CONTINUE ON THE FOLLOWING PAGE]
OF TEXR�o
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO LLC
Page 4 of 8
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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.
dw6n.�m �eerz�uxii
Barbara Goodwin
Real Property Manager
VAL:
Aviation Sv`s�Director
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS F130 LLC
Page 5 of 8
LESSEE:
FWS REALTY, LTD., acting through its General Partner, HARRISON REALTY
INVESTMENTS, LLC
John Coc cerham
President
Date: cl�
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared JOHN COCKERHAM 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 FWS
REALTY, LTD., acting through its General Partner, HARRISON REALTY INVESTMENTS,
LLC , and that he executed the same as the Manager of FWS REALTY, LTD., acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC, for the purposes and
consideration therein expressed and in the capacity therein stated.
GIV N UNDER MY HAND AND SEAL OF OFFICE tl
rd < �- , 2024.
�INDSAY EVANS
State of Texas
tary Public 6-Z
o ;� _NO X ires 08 1
COM E P 10607364
e�
Oe NOWY lD
day
Notary Public in and for the State of Texas
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS F130 LLC
Page 6 of 8
ASSIGNEE:
FWS HANGAR, LLCM
By:
onathan M. Wenrich
President
Date: _?% q 24
STATE OF [TEXAS §
COUNTY OF -U(CW �- " §
M ex, Odo G. T ht Group Manogem e nf, LLC
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 FWS HANGAR, LLCXnd that he executed the same as the Manager of FWS
HANGAR, LLC,-for the purposes and consideration therein expressed and in the capacity
therein stated.
T
rl'j
UNDE MY HAND AND SEAL OF OFFICE this ` day
(l <' ,2024.
,1 O I
LINDSAY EVANS Nota ublic in and for the State of Texas
L,?Ue State of Texas
Notary Public 0S-16-2028
Comm. Expires
Notary ID 10607364
*a ut, ng �"fUvt it mucAgf-r,
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO LLC
Page 7 of 8
F)o Carpi-k-(M DVMP Man9e.Mn+ LLC
ASSIGNEE:
FWS FBO, LL , *rough iA5 MOJ( o0 pvcj F60C4N GMV P MOIY1alTmen' Lc
By:
nathan M. Wenrich
President
Date:
STATE OF [TEXAS
COUNTY OF TGXCoA�
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 FWS FBO, LLC, and that he executed the same as the Manager of FWS FBO, LLQ
for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND
A-�J 1k5 -k
AND SEAL OF OFFICE this day
, 2024.
LINDSAY EVANS
Notary Public, State of Texas
y= comm. Expires 08-16-2028
Notary ID 10607364
� I K
Not 'y Public in and for the State of Texas
4nY OkAgh ids Mct v�gr��r, Fn c) Co ei+q l Group M oavQ e
`j h'1 erl -- «C
Consent to Assignment of CSC No. 58145
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS F130 LLC
Page 8 of 8
M&C Review Page I of 2
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FoR� II
Create New From This M&C
REFERENCE **M&C 24- 55FWS CONSENTASSIGNMENT
DATE: 8/13/2024 NO.: 0671 LOG NAME: LSE STE TERMINAL RAMP, FWS
FBO LLC
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of a Consent to Assignment of a Ground Lease Agreement
for Terminal Ramp Space by Harrison Aviation, LTD to FWS Hangar LLC and FWS FBO,
LLC at Fort Worth Spinks Airport and a Consent to Leasehold Deed of Trust with FWS
Hangar LLC and FWS FBO LLC and Signature Bank for a Ground Lease Agreement for
Terminal Ramp Space, to Facilitate the Purchase of the Leasehold Interest
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a consent to assignment of a ground lease agreement for terminal
ramp space by Harrison Aviation, LTD to FWS Hangar LLC and FWS FBO, LLC at Fort Worth
Spinks Airport; and
2. Authorize a consent to leasehold deed of trust with FWS Hangar LLC and FWS FBO LLC and
Signature Bank for a ground lease agreement for terminal ramp space, to facilitate the
purchase of the leasehold interest.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that City Council
authorize execution of a consent to assignment for a ground lease agreement for terminal ramp
space at Fort Worth Spinks Airport by Harrison Aviation, LTD (Harrison Aviation) to FWS Hangar LLC
and FWS FBO, LLC (collectively, Assignees).
On September 27, 2022 through M&C 22-0766, City Council authorized the City of Fort Worth (City)
to execute a ground lease agreement for terminal ramp space (Agreement) under City Secretary
Contract (CSC) 58145 with Harrison Aviation. The leased premises consist of 42,201 square feet of
improved terminal ramp space to accommodate customer aircraft parking at Fort Worth Spinks
Airport.
The initial term of the Agreement commenced on September 29, 2022 and expires on September 30,
2041, with two (2) options to renew for additional successive terms of five (5) years each.
On September 19, 2023, staff received a request from Harrison Aviation to consent to an assignment
of the Agreement to Assignees. Upon City Council approval, Assignees will assume the leasehold
interest and obligations associated with the Agreement. The Agreement prohibits any assignment of
the Agreement or causing any lien to be made on improvements constructed on the leased premises
without City Council approval. These types of transactions are routine for airport tenants and staff has
no objection to this request.
Under the current Agreement, Harrison Aviation remits to the City $13,082.31 annually, paid in
monthly installments of $1,090.19. Rates are in accordance with the Aviation Department's
current Schedule of Rates and Charges. 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
http://apps.cfwnet.org/eouncil_packet/mc_review.asp?ID=32377&councildate=8/13/2024 8/12/2024
M&C Review Page 2 of 2
starting on October 1, 2027, and every fifth year thereafter.
The Consent to Leasehold Deed of Trust will grant Assignees' lender, Signature Bank, the right,
subject to the previous lien, to operate as Lessee or secure another tenant in place of Assignees, if
previously approved by City Council, in the event Assignees defaults on the loan or the lease with the
City of Fort Worth. The lease agreement prohibits Assignees from assigning the lease or causing a
lien to be made on improvements constructed on the leased premises without City Council approval.
This type of transaction is routine for airport tenants and staff has no objection to Assignees' request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID I Year (Chartfield 2)
FROM
JFund I Department I Account Project I Program I Activity Budget Reference # Amount
ID ID Year I (Chartfield 2)
Submitted for Citv Manager's Office bv: Valerie Washington (6199)
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Roger Venables (5402)
Ricardo Barcelo (5403)
1295 v2 Signature Bank.pdf (CFW Internal)
2024-Form 1295 FWS Realtv.odf (CFW Internal)
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101114739 - iw siqned 10-25-23.pdf (CFW Internal)
Location MAP FWS REALTY RAMP SPACE.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32377&councildate=8/13/2O24 8/12/2024
ASSIGNMENT AND ASSUMPTION OF GROUND LEASES
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASES (this "Assianment") is
executed and delivered as of the 29* day of , 2024 (the "Effective Date"), by FWS
REALTY, LTD., a Texas limited partnership ("Assia or"), to and in favor of FWS FBO LLC, a Delaware
limited liability company, and FWS HANGAR LLC, a Delaware limited liability company (collectively,
the "Assignee").
WITNESSETH:
WHEREAS, Assignor is the owner of those certain ground leasehold estates, as amended, set forth
on Schedule 1, attached hereto (the "Ground Leases"), copies of which Ground Leases are attached hereto
as Schedule 2, by and between the City of Fort Worth, as "Lessor" (the "C"), and Assignor, as the current
"Lessee"; and
WHEREAS, Assignor desires to sell, assign, and convey to Assignee, and Assignee desires to
accept all of Assignor's right, title and interest in the ground leasehold estate created by the Ground Leases.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein. All
capitalized terms used but not otherwise defined herein shall have their respective meanings given to them
in the Ground Leases.
2. Assianment, Assumption, and Release. Assignor hereby SELLS, TRANSFERS,
ASSIGNS and CONVEYS unto Assignee, and Assignee hereby (i) accepts all of Assignor's right, title, and
interest in, to, or created by the Ground Leases and (ii) assumes all of Assignor's duties, covenants, and
obligations under the Ground Leases to be performed by the lessee thereunder to the extent first arising or
accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor's interest in the Ground
Leases, together with all of Assignor's right, title, and interest in and to the rights and appurtenances,
including improvements, structures, and fixtures located thereon or thereunto in anyway belonging, unto
Assignee and Assignee's successors and assigns forever.
3. Indemnification. Assignee shall hold harmless, indemnify, and defend Assignor and
Assignor's successors and assigns, as to any and all losses, costs, damages, expenses (including reasonable
attorneys' fees), claims and/or causes of action (collectively, "Losses") to the extent arising from or relating
to Assignee's performance or non-performance of the lessee's obligations pursuant to the Ground Leases
which first arise on or after the Effective Date of this Assignment. Assignor shall hold harmless, indemnify,
and defend Assignee and Assignee's successors and assigns, as to any and all Losses to the extent arising
from or relating to Assignor's performance or non-performance of the lessee's obligations pursuant to the
Ground Leases which first arose prior to the Effective Date of this Assignment.
4. Permitted Encumbrances. This Assignment is executed by Assignor and accepted by
Assignee subject to those recorded matters of public record, but only to the extent the same do in fact exist,
are applicable to the Leased Premises, and are not related to any financing or liens created by, under, or
through Assignor.
5. City Consent. The parties acknowledge that the City will provide a separate consent to the
assignment of the Ground Leases on a form provided by the City, which each party agrees to timely execute.
Schedule 1 to Assignment and Assumption of Ground Lease
6. Governing Law. This Assignment shall be governed by the internal laws of the State of
Texas, without regarding to any conflicts of law analysis.
7. Binding Effect. This Assignment shall apply to and inure to the benefit of, and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, administrators and
assigns, to the same extent as if they were original parties hereto.
8. Exhibits and Schedules. All exhibits and schedules referenced in this Assignment are
incorporated herein by reference.
9. Counternarts. This Assignment may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
[SIGNATURE AND NOTARY PAGES FOLLOW]
Schedule 1 to Assignment and Assumption of Ground Lease
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed
as of the day and year first above written.
ASSIGNOR:
FWS REALTY, LTD. os-tiy) �Cb�gh `� Gpm rctl �r�r,
Hao r tS o r% 'Rea 1t+� -to e-%Ayy\ Y` , L LC
By: Tehtj,2—
Name.` Ohre Cf y f r h% M
Its:
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared : 1n" C6CV-2_ri)0Ayy-A , 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
�- {gib O lW and that he executed the same as the act of the k_,qR ., \94ZA n�_ for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
LL6 , 2024.
LINDSAY EVANS
o�`Y•P�ec� _Notary Public. State;, 2028 �—
=?i Nc Corn Explras 0&
ID 10607364 Notary Public in and for the State of Texas
FWS ?.e«1 , LTD .I Arming 'Yrouo h its CMtvak 4a�r-tr�er,
Hatgl ;on vmi T-nv eStmenis ,
Schedule I to Assignment and Assumption of Ground Lease
ASSIGNEE:
FWS HANGAR LLC,
a Delaware limited liability company
By: FBO Capital Group Management LLC,
its Manager
By. _,- -- �
Nanf"-Jonathan M. Wenrich
Title: CEO
FWS FBO LLC,
a Delaware limited liability company
By: FBO Capital Group Management LLC,
its Ma er
By: �.--
�Jonathan M. Wenrich
Title: CEO
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared -,TM0' 4-Wtr% M • VAIeotir-h 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
t wee vv- (Ow and* f �- SOW that he executed the same as the act of
the _L &P YaCACW and QCT k)eJom) for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN i,TNDER MY HAND AND SEAL OF OFFICE this day
2024.
LINDSAY EVANS
� Notary Public, State of Texas
):P_Comm. Expires 08-16-2028
Notary ID 10607364
mP •
Notary Public in and for the State of Texas
Schedule I to Assignment and Assumption of Ground Lease
F-WS Na IGVaY UC , (>,C;M nfa *fo ugh I+s NAW) ao�cr , Flo C40-al Marac�ement
(-L-c
1,SMoayy,FO�tcFWS FQ 0 LIC bvch Group Nt"em end LQZ_
Schedule 1
Ground Leases
• Tank Farm Lease and Public Fueling Agreement Fuel Farm, and Self -Serve Units —
City Secretary No. 59426 [05/18/2023];
• Terminal Ramp Improved Ground Lease Agreement — City Secretary Contract No.
58145, [09/29/2022];
• NWI Ground Lease Agreement —City Secretary Contract No. 47645, [12/08/2016];
o NWI Lease Amendment No. 1 (to be signed but not dated by FTW — will be
dated at Closing)
• NW-3 Ground Lease Agreement — City Secretary Contract No. 42807, [01/19/2012];
o NW-3 Lease Amendment No. 1 to CSC 42807 — City Secretary Contract No.
42807-A1, [07/26/2012];
o NW-3 Lease Amendment No. 2 to CSC 42807 — City Secretary Contract No.
42807-A2, [11/15/2012];
o NW-3 Lease Amendment No. 3 (to be signed but not dated by FTW — will be
dated at Closing)
• Terminal Building and W2 Ground Lease Agreement — City Secretary Contract No.
42806, [01/19/2012].
o TB and W2 Ground Lease Amendment No. 1 (to be signed but not dated by
FTW — will be dated at Closing)
Schedule 1 to Assignment and Assumption of Ground Lease
Schedule 2
Conv of Ground Leases
(By initialing below, Assignee ackn wledges receipt of Ground Leases)
Schedule 2 to Assignment and Assumption of Ground Lease
58145
CITY SECRETARY CONTRACT NO.
FORT WORTH SPINKS AIRPORT
IMPROVED GROUND LEASE AGREEMENT
LEASE SITE TERMINAL RAMP
This IMPROVED GROUND LEASE AGREEMENT ("Lease") is made and entered
into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal
corporation organized under the laws of the State of Texas and acting by and through Dana
Burghdoff, its duly authorized Assistant City Manager, and FWS REALTY, LTD. ("Lessee"), a
limited liability partnership, acting by and through its General Partner, Harrison Realty Investments,
LLC, acting by and through its duly authorized President, John Cockerham.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 42,201 square feet of improved ground space at
Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as
Lease Site Terminal Ramp Space, ("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 Tenn of this Lease shall commence on the date of execution ("Effective
Date") and expire at 11:59 PM on September 30, 2041, unless terminated earlier as provided
herein.
2.2 Renewal Term.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) options to renew this
Lease for additional successive terms of five (5) years each (each a "Renewal Term") at a
rental rate calculated in accordance with Section 3.1 of this Lease and on terms and
conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in
writing of its intent to exercise a respective option not less than ninety (90) nor more than
one hundred eighty (180) days prior to the expiration of the teen then in effect. If Lessee
does not exercise its option for a first Renewal Term within the time frame provided herein,
Lessee shall automatically and simultaneously forfeit its second option to lease the Premises
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
for a second Renewal Term, and Lessee shall no longer have any rights or interest in the
Premises following the expiration of the Initial 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 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
detennined 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 patty 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. Rates and Adjustments
The rental rates under this Lease are based on Lessor's current published Schedule of Rates
and Charges. Rental rates are subject to increase beginning October 1, 2022, and on October
I" of any subsequent year during the Initial Term, to reflect any upward change in the
Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the
United States Department of Labor or successor agency (i) for the first increase, since the
Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of
the last increase; provided, however, that Lessee's rental rates shall not exceed the then -
current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or
types of property similar to the type or types of property that comprise the Premises.
3.1.1 Ground Rate
Lessee shall commence the payment of rent for the Premises on the Effective
Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for
the Premises, Thirteen Thousand Eighty -Two Dollars and 31/100
($13,082.31) at a rate of Thirty -One cents ($0.31) per square foot, payable in
equal monthly installments of One Thousand Ninety Dollars and 19/100
($1,090.19).
3.2. Five -Year Adjustments
In addition to the Annual Rent Adjustments, on October 1, 2027, and every fifth
(51) year thereafter for the remainder of the Initial Term (i.e. on October I st of 2032,
2037, and 2042), rent shall automatically be adjusted to equal the then -current rates
prescribed by the Schedule of Rates and Charges for the type or types of property at
the Airport similar to the type or types of property that comprise the Premises.
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3.3 Pavinent mates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal business hours by the due date at the
location for Lessor's Aviation Department set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment by close of business the
tenth (10th) day of the month for which payment is due. Without limiting Lessor's
termination rights as provided by this Lease, Lessor will assess a late penalty charge
of ten percent (10%) per month on the entire balance of any overdue rent that Lessee
may accrue.
4. CONSTRUCTION AND IMPROVEMEN`I`S.
4.1 Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations, improvements
or other construction work on any tract of the Premises. Lessee may not initiate any
Discretionary Improvement on or to the Premises unless it first submits all plans,
specifications and estimates for the costs of same to Lessor in writing, and also
requests and receives in writing approval from Lessor's Director of Airport Systems
or authorized representative ("Director"). Lessee covenants and agrees that it shall
fully comply with all provisions of this Section 4 in the construction of any such
Discretionary Improvements. Lessor shall promptly review, consider and decide on
approval of such plans, specifications and estimates. Upon completion of any such
Discretionary Improvements or the termination of this Lease, Lessor shall take full
title to any Discretionary Improvements on the Premises.
4.2 Process for Approval of Plans.
Lessee's plans for construction of the Discretionary Improvements shall conform to
the Airport's architectural standards and must also be approved in writing by
Lessor's Planning and Development Department. All plans, specifications and work
shall conform to all federal, state and local laws, ordinances, rules and regulations in
force at the time that the plans are presented for review. Lessor covenants and agrees
that Lessor shall handle any and all such plans for construction and improvement in a
manner consistent with the provisions of Section 4.2 above.
4.3 Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Discretionary Improvement, including, at a minimum, a copy of the
Certificate of Occupancy, a complete set of Record Drawings and/or As -Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Discretionary Improvements.
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4.4 bonds Required of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Texas Government Code,
Chapter 2253, as amended, in the full amount of each construction contract or
project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all
applicable requirements, terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) full
payments to all persons, firms, corporations or other entities with whom Lessee has a
direct relationship for the construction of such Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee shall
not be entitled to any interest earned thereon. Certificates of deposit shall be from a
financial institution in the Dallas -Fort Worth Metropolitan Area which is insured by
the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest
earned on the certificate of deposit shall be the property of Lessee and Lessor shall
have no rights in such interest. If Lessee fails to complete the respective
Improvements, or if claims are filed by third parties on grounds relating to such
Improvements, Lessor shall be entitled to draw down the full amount of Lessee's
cash deposit or certificate of deposit and apply the proceeds to complete the
Improvements or satisfy the claims, provided that any balance shall be remitted to
Lessee.
4.5 Bonds Required of Lessee's Contractors.
Prior to the commencement of any Discretionary Improvement, each of Lessee's
contractors shall execute and deliver to Lessee surety performance and payment
bonds in accordance with the Texas Government Code, Chapter 2253, as amended,
to cover the costs of all work performed under such contractor's contract with Lessee.
Lessee shall provide Lessor with copies of such bonds prior to the commencement of
such Discretionary Improvement. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor, and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used in
the performance of the construction contract. Such bonds shall name both Lessor
and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall
apply.
4.6 Releases by Lessor Uuon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit to the extent of
construction costs paid through that date upon (i) where Lessee serves as its own
contractor, verification that Lessee has completed construction work, or (ii) where
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Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's
payment for such work, including bills paid affidavits and final waivers of liens.
Any unused amounts in the cash deposit account will be refunded to Lessee upon
final completion of the construction work.
5. USE OF PRE, MISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right
to sublease portions of the Premises to various third parties ("Sublessees") for aviation -
related purposes only under terms and conditions acceptable to and determined by Lessee,
provided that all such arrangements shall be in writing and approved in advance by Lessor.
All written agreements executed by Lessee to Sublessees for any portion of the Premises
shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations
under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use
of the Premises to aircraft storage or other aviation or aviation -related purposes acceptable to
Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non-
discriminatory manner. Lessee shall use a standard lease form for all Sublessees and shall
submit a copy of such standard lease form to the Director prior to Lessee's execution of its
first lease and from time to time thereafter following any material changes to such lease
form. Lessee may make non -material modifications to its standard lease to the extent that
such are not contrary to Lessor's Sponsor's Assurances without the prior written consent of
Lessor.
6. REPORTS, AUDITS AND RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor
with a written annual report, in a form acceptable to the Director that reflects Lessee's rental
rates for the immediately preceding calendar year. Lessor may request, and Lessee shall
promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates on
the Premises for the period requested by Lessor. These reports shall be delivered to Lessor's
Department of Aviation at the address provided in Section 15. In addition, Lessee shall keep
and maintain books and records pertaining to Lessee's operations at the Airport and other
obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location
within the City of Fort Worth. Upon Lessor's request and following reasonable advance
notice, Lessee will make such books and records available for review by Lessor during
Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the
right to audit such books and records in order to ensure compliance with the terms of this
Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
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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.
S. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear expected. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement
on the Premises. Lessee shall be responsible for all damages caused by Lessee, its
agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair all such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other
personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered
by Lessee's business or business operations, which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas
or odors, or from causes of any other matter.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the
Airport shall comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants
or employees, to inspect the Premises. Except in the event of an emergency,
Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee at least two (2) hours'
notice prior to any inspection.
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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. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon
any representation made by Lessor concerning the environmental condition of the
Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT
SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the Premises related to Lessee's business operations.
Such signs, however, must be in keeping with the size, color, location and manner of display
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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 fixture agreement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure. In
the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this Lease
shall continue in full force and effect. If the Limitation lasts more than seven (7)
calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate
the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve
or mitigate the effect of the Limitation, and the Limitation lasts between seven (7)
and one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary Nvear 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 adj ust 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
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Fort Worth Spinks Airport
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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
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 prernises 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.
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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 "B", 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 Reauired Covera2e 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 "B", 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.
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 respo»cleat 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.
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LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
FIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION
OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SER VANTS OR EMPLOYEES.
DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO,
AND DOES TO THE EXTENT ALLOWED BY LA TV, WITHOUT WAIVING ANY
DEFENSES PROVIDED BY LA W, HEREBY INDEMNIFY, HOLD HARMLESS AND
DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS, INCLUDING ALLEGED DAMAGE OR LOSS TO
LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS, AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR
IN CONNECTION WITH 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
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICERS AGENTS, SERVANTS OR EMPLOYEES
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANYAND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICHARISE
OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF
LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS LESSEE SHALL COMPLY WITH ALL APPLICABLE
REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE
SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE
RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY
WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS
OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF
THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
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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 Pav Rent, Fees or Other C:l>iarges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following such written notice to
cure, adjust or correct the problem to the standard existing prior to the breach. If
Lessee fails to cure the breach or default within such time period, Lessor shall have
the right to terminate this Lease immediately.
14.3. Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination of
this Lease by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery,
equipment, materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 12 of 24
15
16.
17.
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 detennined to
have been delivered when (i) hand -delivered to the other party, its agents, employees,
servants or representatives, or (ii) deposited in the United States Mail, postage prepaid,
addressed as follows:
To LESSOR:
City of Fort Worth
Aviation Department
201 American Concourse, Suite 330
Fort Worth, Texas 76034
ASSIGNMENT AND SUBLETTING.
16.1. In General.
To LESSEE:
FWS Realty, LTD
c/o Harrison Realty Investments, LLC
3825 Camp Bowie Blvd.
Fort Worth, TX 76107
Lessee shall have the right to sublease portions of the Premises as provided by and in
accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell,
convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of AnAroved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the
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.
LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in
effect following termination of this Lease and until such a time as the lien is discharged.
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 13 of24
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, as such laws, ordinances, rules and regulations exist or may
hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee and its officers, agents, employees, contractors,
subcontractors, licensees or invitees shall immediately desist from and correct the violation.
19.1 Compliance with Minimum Standards and Schedule of Rates and Charges:
Lessee hereby agrees to comply at all times with the City's Minimum Standards, as
may be adopted by the City Council from time to time. Lessee shall be bound by any
charges adopted in the City's Schedule of Kates and Charges, as may be adopted by
the City Council from time to time.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded froin 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
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 14of24
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non -Discrimination in Federally Assisted Programs, of the Department
of Transportation and with any amendments to these regulations which may hereafter be
enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the perfonnance 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.
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision
of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in stale
courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the
laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 15 of 24
27. 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;
vvars; 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
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.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
30. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE.
Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Lease, Lessee certifies that
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 16 of24
Lessee'.v sigrrrrtur°e provides written verification: to the City that Lessee:(]) does not boycott
Israel; and (2) wi11 not boycott Israel during the terin of the Lease.
[Signature Pages Follow]
Harrison Realty Investments, LLC
Improved Ground l.eaae Agreement
Port Worth Spinks Airport
Page 17of24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the day of , 2022.
CITY OF FORT WORTH:
Dana go-, hdoff
By: Dana Burghdoff(5ep29, 202207:13 CDT)
Dana Burghdoff
Assistant City Manager
Date: Sep 29, 2022
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Dana Burghdoff, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2022. R111
Sep 29, 2022 �• STATE OF TEXAS
Notary I.D. 1324225,
My Comm. Exp. Mar. 31, 2024
Selena Ala (Sep 29, 202209:13 CDT)
Notary Public in and for the State of Texas
APPROVED AS TO FORM ATTEST: a °� F�R o' �aa
AND LEGALITY: �� o ° ° 0%0 a
t %Gi`Ih���� �~♦� o�►I
By: / r ����� By: Jannette S. Goodall (Sep 29, 202214:29 CDT) V o o =
Thomas Royce Hansen, Jannette S. Goodall �� 0 0* F
Assistant City Attorney City Secretary �� °°°°°°°°°°° ,o
�� ix 1S1
M&C: 22-0766
Approval Date: 09.27.22
Form 1295 Certificate #: 2022-920925
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 18 of 24
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manages
By signing, I acknowledge that I am the pet -son responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
Barbara Goodwin
Real Property Manager
LESSEE:
FWS REALTY, LTD by
Harrison Realty Investments, LLC
Its General Partner:
By y'ohn Cockerham
President
Date: 8 It 11 11,2- p s. 3-
STATE OF TEXAS
COUNTY OFTOIC`Y,jh+—
ATTEST:
By: T) ckLs21 C _Loo v. t,�
HEATHER E. MCFARLAIN
:Notary Public, State of Texas
Comm. Expires 02-16-2026
Notary ID 133593379
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared JOHN COCKERHAM, 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 FWS
Realty, Ltd and that s/he executed the same as the act of FWS Realty, Ltd for the purposes and
consideration therein expressed and, in the capacity, therein stated.
G VEN UNDER MY HAND AND SEAL OF OFFICE this I a day
LXq ULSa-• , 2022.
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 19 of'24
Ql�
Notary Public in and for the State of Texas
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Honger 1--,- —
Lease Ares
Notes,
1. Deorings basetf an the Texos State
pl<me coordinote sygt€ma North Conti -of
ZOn4,- Ond W61e Otto meO by GPS
ot3servot;one vsjng the Texas R"I Time
Wnelic Network,
2, Upon Opprawol of this tease by the City
of For( Worth, OR cwli m sholl txe
narked with an "k" cut in concrete;
_ - ` • o . _
41
z 1; s :Try: 1. 40.
iv
IL JLk6
'Lo4 tilt if- "T
�i�! HltfF!fP ye•'a.
Blocky 1 � aaM
0
f� fir ,}.$7
q
Lf 2i t 73 ra - - �3•
5 rOt I_e3tie. Tram
Portion orEllo s 3 & 4-
: FORT WOMM SPINKS AfRPORT
i lVhY3k 1•ht91 Y.1 RY
- r,.,atsnw s�• t 1 ^+ws - To the 044 o#`F'urt Worth, Tartint CC€tlmy,l Texas.
.. ,:iu. ..i ,.. . :,.: w.il� �..ii n: .i.. �...i...,....:u.. pie ... •...i .: ii. .,., i .. ...i, ... . u:. i..ini .... u,.l
Harrison Realty Investments; LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
Page 21 of 24
FiOd Nwes
tier
addition Dese4fion for a portior of Block 3, and Block 4. FORT NVORTH SPINKS AIRPOR-T, -i
addifion to the City of Fart Worth. Taimit County, Texas, wcording to the plat teem -led in
ivu ar
Cabinet A, Sji* 353, Plat lteawdi, Tarrant County, Tmq, and being morc part I ly
(16-crihed by was and botifl& ws follows:
Beginning tit an ".X' cut in concrete ha,6ig a NAD 8.3, Zone 42M, (0 id) coordiffiate value of
NORTH y= 6,889,835,85, and EAST -- 21,334,467.5 1, for reference, froin which an ',X" found
cut in conovic, for the mo�tsoutivrjy southotsa comer or131fick- 3 belm 65,33 f4l, Smith
C
'I'love South 8921"07"West adistanocol'21115 Agttoan 11V cut in contree in the dea d rid
of Alsbury Court and a vivst line of Block 3;
ThenceNorth 00" 3075" West adLoaweof 198.08 1*0et to Ali H."X"taut ilk wficrele in the wth
line of Hanger NVY'l, Lmsc Arta;
I'lience North 99" 28'57" Eastat 98,32 feel passing an "X" found cut concrete for the south
come; of Hanger NW, I Lime Area., in all, a total distance of ^11 13,08 feet to an 'X' cut in
conctete;
tract containing 42,201 squate .feel of land:
ROG M- W. W&T
... 1.
A 1
1-ca.w Tract
ror6m of Bleck-0,& 4,
cz, F01UF WORTH SPINKS AIRPORT
V.—
To the City of Foil 1477otih, Tarmil CoulitV, TOXV,-
SH 2 JF V
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Wordi Spinks Airport
Page 22 of 24
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`insixmce requac-qtnts subject to determination byAVaten
Department and Risk i tanagemmt.
X&huofal lnsu:,wnce Rr wwa r=_rres,ts
-
tCv,wTage per akra`t shiY04 be equator}ent to the x.dage a;cra'.t va}ue at one Erne and cc.vraW per mcurrenoe should be equzH�ent t,7 the avemils of the
m-_a;nxem vain of totsd arcraft at ore time. tr,A not fens than t>* a nount, nuied above
Kist include "gent ktstructkn Co verve
' ff a= craft storage operator §s pr v;e,r -g sctieas ng soace . lrx
almr-A stxags
' U My reTJred for those pry d'rig NLphl :�tractior a
a Depends on terms of the lease agm*rwe 4
If vetWe narked Imciside - State nrnirmins would wuFa
Aviation }tf inimurn Standards, Goy d Fort Worth Aviation D"rintent (DtiIM2014)
Harrison Realty Inveshnents, LLC
Improved Ground Lease Agreement
Port Worth Spinks Airport
Page 23 of24
G:aerage, for 9w Buil*V includes (but is rant fsmited to) the buildiv and strictures, vmtzpleted additions to coverod
bLZdings, cutdoar fix_ttees, pemianerMy iRstalled fratures, rnacd_rnery and e*nie,& The bolding material used to
makkiin and seniice the frxsured's premises, is also insured. Business Personal Property o%T3-d by the insured ,and
used in ttw ire-red's business is covered for direct Pass or damage. The coverage ineWes (but is mi iimiked to)
Aori7ure anal fixtures, stock, hiprowments and betterments, €eased property for which you have a eonvactuat
ot4igation to instam and several other similar business property etiems when not speciiicaty excluded from co rerag.
Tire policy -is also designed to pr tect ii a insLeed against loss or damage to the Pe tonal Property of Gt9vers vN!e
in Cie insuretrs cara> custody and Conned.
PROPERTY INSURANCE
Business fncom-e (sometimes called Business kiten-uption) affords protection, against the loss of earnings of a
business during *I---- time required to rebut € r Tepa�r covered property damaged or destroyed by fire or some other
insured cause: of loss -
Extra Ex-nse a#" ws oowrage for those adcftwal expenses over and above rcrmal operafsrd expenses paid du --
to damage to covered 'propery'from a covered cause cl. loss. TN --se expenses could inokw:ia r>rrt, ut s, moving
expenses, teseplone, advertising and labor -
This cmterage pnAects the insured far bodily rrtu y or property damage to tv-- third parties, for which they are legally
tiab;e. The policy covets accidents occurring on the premises or away firm tli« psernises. Ccrterage is provided for
injtzy or damages arising out of goods or products trade or sold by We rimmed :insured_ Coverage rage is aftTded for
the yarned insured ar d employees of the narned insured; hov&ier, several indfrtruals and organiza-tions other than
the named insured may be covered depending upon certain cire r stances spedfied di the poIL-j. In addition tn±t_he,
iimits, the pot"4ry pro%4des supplemental payments for attorney fees, court costs a n-d other expenses associated with
a claim ortit_ defense of a iiabmy suit
Coverage A -Bodily Injury and Property Damage Liability
COMMERCIAL GENERAL SodWy iriu>ymeans pt-iysica; story, slokness ordisease, 'v--iu&, g death- Prc-perty Damage niea:is ptysiral irgury
LIABILIT3.`
to targbb-- properc f, iri it dN the re-sutFng boss of use of that property -
Coverage 13 - Persortaf frjuty and Advertls -ig Injury Liability
Personal Injury means Woe arrest, matt,-Jous prosecution, wrongM entry orevrXon, ibei, slander arr d 5%Wationss or
a persons right of privacy. Advertising Injury means Lea siander, z4sps agervient, vrolsrti~ins of a perswfs right of
psi rrayy, misappropri. ration, and copyright inf ingerner%L
Coverage C - Medical Payments
Medical Payments means mediagd it"ns=_s for bodky inpury caused by an acckier}t
GthlilfEEI�EItS
HANaircraft
ns
Insures tle hwWr operator for legal obligaborts to pay daages due to toss to an aircrarF that w-.urs when the
is its 'tie care, custody or oDNrof of tort, insured for safekeeping, storage, servioe or repair. Coverage
MAMMA`
.extends to tiabifflyclafms involvirV an airerafi's loss of use.
Insures the pollution exposure- associated with the irsu€ed's property and operatiars, leer& casts of cleaare-V and
remedial or oo recive action due to a fhird-psrfy dery and or a government order. The Pollution emersion in general
Ff+I aEMIF� TAi
f,3iky insurance effectively eliminates coverage for damages for bo ft irtury, propery damage and eieanup cost-,
iliFiR iIENT LI4BIIIIY
ariskV from most types of pollution events. Because of this, r_ustom <ed protection for ft pok&n exposure of
nwr�erous ir•.sureds in tis category is essenti3L
Cv4erage geared specifiaagy to tl'ee operaiirrn of aircraft and the risks involved in W-ation. Ada ion insurance
porir i=_s are cWinedy different from those for other areas of transportation and tend to incorporate aWatiar
AIRCRAFT' AND
lerininobgy as we€ as terminclogy, limits and 6auses specific to aviation insurarce. Passerrgerfabiity protects
gA S$NGER LIABILITY
Passer ar irr ,g in the accident aimraft w>r are inured as killed. In marry countries this ooverage is m`nda"
only for commercat or large aircraft Cmerage is often sold on a "per -sear basis. *0 a specMed Emit for each
passenger seat
ltie iiabitWy c^w-_,age of the Susiness Auto Pot lcy prx Mdes protection against iepal gitl;y arises vit of the
AUTOMOBILE LI.ABILITY ovmemN'. maintenance or use of any insured automobile. The irsuting agreement agrees to pay for hodity injury
(TO PVC -LIME HILED Rz or property daresage for %rhirc t the insured is legally €esponsibie becvase of an e:Aomobi- ae derk The policy also
NON-01,8w LZ S-EHICLEA- states that, in addirian to the payment of damages, the insurer..a o agrees to defend the insure! for all iegai
defense a,st. The defense is in addition to the policy itimits.
WAIVER Of.An agreement faetween two parties in%twh ors party agrees to waive subrogation rights :against wroth-a-r in the
Event of a loss. The intent is to prevent one partes insLrer from pursuing sWrogaticn against the other party.
SUBROGATION
Harrison Realty Investments, LLC
Improved Ground Lease Agreement
Fort Worth Spinks Airport
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M&C Review
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CITY COUNCIL AGENDA
Create New From This M&C
DATE: 9/27/2022 REFERENCE **M&C 22- LOG NAME
NO.: 0766
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORTWORTII
55FWS FWS REALTY, LTD
TERMINAL RAMP IMPROVED
GROUND LEASE
NO
SUBJECT: (CD 6) Authorize Execution of a New Improved Ground Lease Agreement for
Approximately 42,201 Square Feet of Improved Ground Space, Also Known as the
"Terminal Ramp" with FWS Realty, LTD. at Fort Worth Spinks Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of a new improved ground lease
agreement for approximately 42,201 square feet of improved ground space, also known as the
"Terminal Ramp" with FWS Realty, LTD at Fort Worth Spinks Airport.
DISCUSSION:
FWS Realty, LTD (FWS Realty) operates a Fixed Base Operator (FBO) at Fort Worth Spinks Airport
(Spinks Airport) called Harrison Aviation. On or about March 31, 2022, staff determined that FWS
Realty was not in compliance with the minimum standards relating to the amount of ramp space
required to be leased. FWS Realty is amenable to leasing additional ramp space adjacent to and
directly in front of the terminal building FWS Realty leases and operates. The ramp space consists of
concrete with proper specifications for general use as an airport ramp to support and park
aircraft. Since the ramp space is already improved, there are no mandatory improvements required in
the lease agreement. The ramp space is known as Terminal Ramp.
The total amount of ground space requested for Terminal Ramp is approximately 42,201 square feet.
The total revenue received from this lease will be approximately $13,082.31 annually, payable in
monthly installments of $1,090.19. Rental rates shall be subject to an increase on October 1st of any
given year, based on the upward percentage change in the Consumer Price Index for the Dallas -Fort
Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the
Schedule of Rates and Charges. Five-year rate adjustments will be applied to the ground rate starting
on October 1, 2022, and every fifth year thereafter. Leasing this additional ramp space will bring FWS
Realty into compliance with the minimum standards.
The initial term of the lease shall commence on the date of the execution of the lease agreement and
expire on September 30, 2041 in alignment with FWS Realty's Terminal Building Lease Agreement.
All terms and conditions of the lease agreement will be in accordance with City of Fort Worth and
Aviation Department policies.
ADVISORY BOARD APPROVAL: On July 22, 2022, the Aviation Advisory Board voted to recommend
that the City Council approve the improved ground lease agreement.
Fort Worth Spinks Airport is located in Council District 6
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
Financial Management Services) is responsible for the collection and deposit of the funds due to the
City.
http://apps.cfwnet.org/council packet/mc_review. asp? ID=30316&counciIdate=9/27/2022 9/27/2022
M&C Review
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TO
7 Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
TFund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manaaer's Office bv: Dana Burghdoff (8018)
Oriainatinq Department Head:
Additional Information Contact:
Roger Venables (5402)
Ricardo Barcelo (5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295.pdf (CFW Internal)
Location MAP FWS REALTY RAMP SPACE.odf (Public)
http://apps.cfwnet.org/council_packetlmc_review.asp?ID=30316&councildate=9/27/2022 9/27/2022
LEGAL DESCRIPTION EXHIBIT
BEING a 0.9785 acre (42,623 square foot) tract of land situated in the Sarah Gray Survey, Abstract
No. 558, City of Fort Worth, Tarrant County, Texas; said tract being a portion of Block 3 and Block 4,
Fort Worth Spinks Airport, an addition to the City of Fort Worth according to the plat recorded in
Cabinet A, Slide 353, Plat Records, TarrantCounty, Texas; said tract being more particularly
described as follows:
BEGINNING at an "X" cut found in concrete, from which an "X" cut found in concrete being an
interior ell corner of Lot 1, Block 1, of said Fort Worth Spinks Airport bears South 05006'19" East, a
distance of 59.36 feet;
THENCE North 00030'06" West, a distance of 200.00 feet to a 5/8" iron rod found with a cap
stamped "CHA";
THENCE North 89028'16" East, a distance of 213.08 feet to a point for corner;
THENCE South 0003118" East, a distance of 200.00 feet to a point for corner, from which the
southeast corner of said Block 3 and the northeast corner of said Lot 1 bears South 16°50'42" East,
a distance of 61.63 feet;
THENCE South 89028'16" West, a distance of 213.15 feet to the POINT OF BEGINNING and
containing 42,623 square feet or 0.9785 acres of land, more or less.