HomeMy WebLinkAboutContract 62019D224155986 09/03/2024 08:31 AM Page: 1 of 26 Fee: $120.00 Submitter: Baker Firm PLLC - Fort Worth TX
Electronically Recorded by Tarrant County Clerk in Official Public Records -�;��
MARY LOUISE NICHOLSON
COUNTY CLERK j _j,.. �
Y
CSC No. 62019
FORT WORTH SPINKS ATRPORT
GROUND .AND BTJILDING LEASE AGREEMENT
LEASE SITE Wl
This HANGAR 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 tlu•ough Valerie
Washington, its duly authorized Assistant City Manager, and FWS Hangar LLC and FWS FBO
LLC ("Lessee"), a Delaware liinited liability company, acting by and through JONATIIAN M.
WENRICH, who is the duly authorized PRESIDENT of FWS Hangar LLC and FW5 FBO LLC,
a Delaware limited liability company.
In consideration of the mutual covenants, proinises and obligations contained herein, the
parties agree as follows:
1.
2.
PROPERTY LEASED.
1.1 Demised Premises.
Lessor hereby demises to Lessee a total of 10,000 square feet of hangar space
("Hangar"), at Fort Woi�th Spinlcs Airport ("Airport") in Fo�-t Worth, Tairant
County, Texas, identified as Lease Site W 1, also known as 450 Alsbuiy Court
("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of
this Lease for all purposes, but speciiically excluding the approximately 2,500 square
feet of office space therein (the "Office Space"), which is also depicted on Exhibit
"A" and shall remain in the possession of the Lessor and/or any party to whom Lessor
elects, in its sole discretion to lease, license, assign or otherwise convey such Office
Space.
1.2 Ri�hts of Access bv Lessor and Certain Parties.
Lessor, its officers, agents, servants, employees, tenants, licensees, contractors, and
subcontcactors, hereby reserves the right of full access to Hangae tiV 1 at all times and
at no cost in order to use and permit lawful use of the Office Space. Lessee will
provide Lessor with any keys, security codes and all other information or material
necessary for Lessor, its officers, agents, servants, employees, contractors, and
subcontractors to enter Hangar W 1. Lessee hereby authorizes Lessor to duplicate any
such keys and to divulge any such security codes or other information to (i) Lessor's
Aviation Department personnel whose duties require access to the Office Space and
(ii) tenants and/or licensees of Lessor who rent or use all or a portion of the Office
Space.
TERM OF LEASE.
2.1. Initial Term.
FWS IIANGAR LLC
Hangar Lease Agreement
FoR Worth Spmks Auport
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
FORT WORTH SPINKS AIRPORT
GROUND AND BUILllING L�AS� AGR��MENT
L�AS� SITE Wl
This HANGAR LEASE AGI2EEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH ("Lessor" or the "City"), a home rule municipal
corporation organized undec the laws of the State of Texas, acting by and through Valerie
Wasiiingto�i, its duly authorized Assistant City Manager, and FWS Hangar LLC and FWS FBO
LLC ("Lessee"), a Delaware limited liability company, acting by and tlu�ough JONATHAN M.
WENRICH, who is the duly authorized PRESIDENT of FWS Hangar LLC and FWS FBO LLC,
a Delaware limited liability company.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY L�ASED.
1.1 Demised Premises.
Lessor hereby demises to Lessee a total of 10,000 square feet of hangar space
("Hangar"), at Fort Woi�th Spinks Airport ("Airport") in Fort Worth, Tat•rant
County, Texas, identified as Lease Site W1, also lcnown as 450 Alsbury Court
("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of
this Lease fot• all purposes, but specifically excluding the approximately 2,500 square
feet of office space therein (the "Office Space"), which is also depicted oi1 Exhibit
"A" and shall i•emain in the possession of the Lessor and/or any party to whom Lessor
elects, in its sole discretion to lease, license, assign or otherwise convey such Office
Space.
1.2 Ri�hts of Access by Lessor and Cei•tain Pai•ties.
Lessor, its officers, agents, servants, employees, tenants, licensees, cont►•actois, and
subconh•actors, hereby reserves the right of full access to Hangar W 1 at all times and
at no cost in order to use and permit lawful use of the Office Space. Lessee will
provide Lessor with any Iceys, security codes and all othei• infoimation or material
necessaiy for Lessor, its ofiicers, agents, servants, employees, contractors, and
subcontractois to enter Hangar W 1. Lessee hereby authorizes Lessor to duplicate any
such keys and to divulge any such security codes or other infoimation to (i) Lessor's
Aviation Department personnel whose duties require access to the Office Space and
(ii) tenants and/or licensees of Lessor who t•ent or use all or a portion of the Office
Space.
2. TERM OF LEASE.
2.1. Initial Term.
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Hangar Lease Agreement
Fort Worth Spinks Airport
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The "Initial Term" of this Lease shall cominence upon date of execution of the Lease
by all parties ("Effective Date") and expire at ] 1:59 PM ten (10) yeais from the
Effective Date, unless otherwise terminated earlier as provided herein.
2.2 Renewals.
Provided Lessee is not in default of breach of tlie Lease beyond applicable notice and
current periods as set forth herein, upon expiration of the Initial Term of this Lease,
Lessee shall have two (2) options to renew for an additional six (6) years each (a
"Renewal Term"). In order to exercise a Renewal Term, Lessee shall notify Lessoi•
in writing of its desire to renew this Lease no less than ninety (90) days and no more
than one hundred eighty (l 80) days prior to the expication of the Initial Term or, as
applicable, the first 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 inonth-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.
3. RENT.
3.1. Han�ar Rate.
Lessee shall commence the payment of rent for the Hangar on the Effective Date.
Lessee hereby promises and agrees to pay Lessor, as annual rent for the Hangar,
Twenty-Four Thousand Fifty-Two and 44/100 Dollars ($24,052.44), at a rate of
current rate ($2.405244) per square foot, payable in equal monthly installments of
Two Thousand Four and 37/100 Dollais ($2,004.37) ("Monthly Rent").
3.2. Utilities Charge.
Lessee shall pay to Lessor One Hundred Thirty and 18/100 Dollars ($130.18) per
month as Lessee's pro rata share of the utility costs associated with the Premises. If
any utility rates are increased during the Initial Term or any subsequent Renewal
Term, Lessee shall also pay as its pro rata share 15% of the respective utility rate
increase following the date it receives written notification fi�om Lessor of such rate
increase. Utility costs are subject to annual Consumer Price Index Adjushnents, as
outlined in Section 3.3.1 of the Lease.
3.3. Rate Adjustments.
3.3.1. Consumer Price Index Adjustments.
The rental rates under this Lease are based on Lessor's current published
Schedule of Rates and Charges. Rental and utility rates are subject to inccease
beginning October 1, 2024, and on October 1 sr of any stiibsequent year during
the Initial Term and any Renewal Term, to reflect any upward change in the
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Hangar Lease Agreement
Fort Worth Spinks Airport
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Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as
announced by the United States Department of Labor or successoi• agency (i)
for the first i�lcrease, since the Effective Date of tlzis Lease and (ii) for each
subsequent increase, since the effective date of the last increase (the "Annual
Rent Adjustment"); pi•ovided, however, that Lessee's rental rates shall not
exceed the then-current rates prescribed by Lessor's published Schedule of
Rates and Charges.
3.3.2 Ten-Year Adjustments
If near the end of the Initial Term or the First Renewal Term, Lessee exercises
its option to renew this Lease in accordance with section 2.2 of this Lease,
City will have an appraisal perfonned by a qualified thicd-pat•ty appraiser to
adjust the Hangar Rate to equal the then Fair Marlcet Value for this type of
property at aii�poi�ts similar to the type or types of property that cotnprise the
Premises.
3.4. Pavment Dates and Late Fees.
Payments of Monthly Rent are due on or before the fiist (lst) day of each month.
Payments must be received dut•ing normal business hours by the due date at the
location for Lessor's Aviation Department set forth in Section 15. Monthly 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 Monthly Rent that Lessee may
accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations, improvements
or other consh�uction worlc 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"). For clarity's sake,
Improvements will not include general maintenance items that need to be repaired or
replaced and are identified in more detail within section 8 herein. 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 agi•ees that it shall fully comply
with all provisions of this Section 4 in the undertalcing of any such Improvements.
Lessor shall talce full title to any Improvements on the Premises upon the expiration
or earliei• termination of this Lease, provided that trade fixtures shall remain the
proper•ty of Lessee and may be removed so long as Lessee repaiis any damage caused
thereby. No worl< that would iilclude adding square footage to the Premises will be
considered "Improvements" for the purposes of this provisiotl. Such work that would
change the definition of the Premises would require an amendment to this Lease.
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Hangar Lease Agreement
Fort Worth Spinks Airport
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4.2. P��ocess for Approval of Plans.
Lessee's plans for Inzprovements shall conform to the Aicport's architectucal
standards and must also receive wi•itten approval fi•om the City's Departments of
Plan�ling and Development and Ti•ansportation and Public Worlcs. All plans,
specifications and worl< shall conform to all federal, state and local laws, ot•dinances,
rules and cegulations in force at the time that the plans are pi•esented for review.
4.3. Documents.
Lessee shall supply the Director with coinprehensive sets of documentation relative
to any Improvement, including, at a minimum, as-bti�ilt di•awings of each project. As-
built drawings shall be new drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in computei�
format as requested by Lessor.
4.4. Bonds Requirecl of Lessee.
Prior to the commencement of any Mandatory Impt•ovement or Improvement, Lessee
shall deliver to Lessor a bond, executed by a corporate surety in accordance with
Texas Government Code, Chaptei� 2253, as amended, in the full amount of each
construction contract or project. The bond shall guarantee (i) satisfactoiy compliance
by Lessee with all applicable requirements, terms and conditions of this Lease,
including, but not limited to, the satisfactoiy completion of the respective
Improvements, and (ii) full payments to all peisons, 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 one hundi•ed twenty-five
percent (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 di•aw down the fiill
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 Requii•ed of Lessee's Contractors.
Prior to the commencement of any Improvements, Lessee's i•espective 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 �vork performed Lmder
such contractor's contract for such Improvements. Lessee's prime conti•actor shall
FWS [IANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Fort Worth Spinks Airport
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also fucnish a maintenance bond in an amount equal to the contcact price as security
to protect Lessor against any defects in any portion of the iinprovements. T11e
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 conlmencement of such Improvements. The bonds
sllall guarantee (i) the faithful perfoi•mance and completion of all coilstruction worl<
in accordance with the final plans and specifications as approved by Lessor and (ii)
fiill payinent foi• all wages foi• 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. sllall apply.
4.6. Releases by Lessor Upon Completion of Construction Worlc.
Lessor will allow Lessee a dollar-for-dollar reimbuisernent fi�om its cash deposit
account or reduction of its claiin upon Lessor's certificate of deposit upon (i), where
Lessee seives as its own contractor, verification that Lessee has completed
consti•uction work or (ii), where Lessee uses a contractor, receipt of the contractoi•'s
invoice and verification that the conh•actor has completed its worlc and released Lessee
to the extent of Lessee's payment for such worlc, including bills paid, affidavits and
waivers of liens.
5. USE OF PRENIISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly
in accordance with the tertns and conditions of this Lease. Lessee shall have the right to
sublease poi�tions 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 one (1) yeai• shall be in writing and approved in advance by Lessoi�. 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 pr•ovisions of this Lease; (iii) restrict the use of the
Pi�emises to aircraft storage or other aviation or aviation-related purposes acceptable to Lessor;
and (iv) treat useis 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, including rental rates and, without regard to lease
terms, to the Director prior to Lessee's execution of its fitst lease and from time to time
thereafter following any matei•ial changes to such lease form, including, without limitation,
any changes to Lessee's rental rates for portions of the Premises. Lessee may malce non-
material modifications to its standard lease to the extent that such at•e not contrary to Lessor's
Sponsor's Assurances.
Lessee hereby agrees to use the Premises solely for or in direct connection with the provision
of fixed base operator ("FBO") services at the Airport. As a condition precedent to Lessee's
authorization to provide FBO services an FBO permit issued by the City must be valid and in
effect ("FBO Permit").
6. REPORTS, AUDITS AND RECORDK�EPING.
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Hangar Lease Agreement
Fort Worth Spinks Airport
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Lessor reserves the i•ight to i•equii•e Lessee to pi•ovide Lessoi• with a written annual i•epoi•t, i�l
a fol•m acceptable to the Dicector, that i•eflects Lessee's sLibleases, excluding rental rates, of
the Prenlises in the immediately pi•eceding calendac year. If required, s�ich written annual
i•epoi•t shall be pi•ovided to Lessor within thirty (30) days following the end of the preceding
calendar year. Lessor n7ay request, and Lessee shall promptly p�•ovide, similar reports on a
more frequent basis foi• 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 lceep and maintain bool<s and records pertaining to Lessee's opei•ations at the Airport
and other obligations hereunder in accordance with Lessee's current basis of aceounting or, if
Lessee changes such basis, in a manner satisfactoiy to Lessoi's Internal Auditoc and at a
location within the City of Fort Woi•th. Lessee's basis of accounting will be deemed to be to
the satisfaction of Lessor's Internal Auditor if it is in compliance with industcy 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
ducing Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have
the right to audit such boolcs and records in order to ensui�e compliance with the tei•ms of this
Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITI�S.
In the event that Mandatoiy or Discr•etionaiy Improvements inalce it ilecessary to alter utility
service, Lessee, at its sole cost and expense, shall be responsible for: (1) the installation and
use of any and all utility services to all portions of the Premises and (2) any and all othet•
related utility expenses, including, but not limited to, deposits and expenses required for the
installation of ineters. Lessee fut�ther covenants and agr�ees to pay all costs and expenses for
any extension, inaintenance or repair of any and all utilities serving the Pt•emises. 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, Pluinbing, Building and Fire Codes ("Codes"), as they exist or may
hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs bv Lessee.
Lessee agrees to lceep and maintain the Premises in a good, clean and sanitai�y
condition at all times, reasonable wear and tear excepted. Lessee covenants and agrees
that it will not malce or suffer any waste of the Premises. Lessee, at Lessee's sole cost
and expense, will make all repaiis or replacements necessary to prevent the
deterioi•ation in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other sti•uctures, doors, windows and
i•oofs, and all fixtures, equipment, hangar modifications and surc•ounding pavement,
grass and weed management on the Premises. Additionally, Lessee will be
responsible for, at Lessee's sole cost and expense, providing gcass and weed
management. 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.
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Hangar Lease Agreement
Port Worth Spinks Airport
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Lessee agcees that all iinprovements, trade fixtures, fiu•nishings, eguipment and other
personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole rislc or at the sole risl< of those claiming under
Lessee. Lessor shall not be liable foi• any dainage to such property or loss suffered by
Lessee's business or business operations which may be caused by the bui•sting,
ovei•flowing or lealcing of sewer or steam pipes, fi�om water fi•om any source
whatsoever, or fi•om a�ly heating fixtures, plumbing fxtui•es, electric wices, noise, gas
oi� odors, or fi�om causes of any other matter.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to lceep and maintain the Premises in full
compliance at all times with the Ainericans with Disabilities Act of 1990, as amended
("ADA") with respect any Improvements or to otherwise permit Lessee to operate at
the Premises for the Permitted Uses.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents, seivants
or employees, to inspect the Premises. Except in the event of an emergency, Lessor
shall conduct such inspections during Lessee's ordinaiy business houis and shall use
its best efforts to provide Lessee at least fow� (4) hours' notice prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Preinises that Lessee is
responsible under this Lease fot• any maintenance or repaii•s, 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 worlc within a reasonable time, considering the nature of the
woi•lc to be done. If Lessee fails to begin the recommended inaintenance or t�epairs
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 reimbuise Lessor for the cost of the maintenance or•
repairs, and such reimbui�sement will be due on the date of Lessee's next inonthly rent
payment following completion of the maintenance or repaiis.
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 pw•suant 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 reqL�irements of the Fire Marshal
or his or hei• authorized agents that are necessary to bring the Premises into coinpliance
with the City of Foi�t 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 extinguishets of a number and type approved by
the Fire Maishal or his oi• her authorized agents for the pacticular hazard involved.
8.4. Envii•onmental Remediation.
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Hangar Lease Agreement
PoR Worth Spinks Airport
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To the best of Lessoi•'s ltiiowledge, the Premises comply with all applicable federal,
state and local envii-onmental regulations oi• standat•ds. Lessee agcees that it has
inspected the Premises and is fully advised of its owil rights without reliance upon any
representation �nade by Lessor conceriling the environ�nental condition of the
Premises. LESSEE, AT ITS SOLE COST AND EXI'ENSE, AGREES THAT IT
SHALL 13E FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
i�IOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THATIS 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 appt�oval 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 necessaiy to protect the aerial
approaches of the Airport against obstruction, including, but not limited to, the i•ight
to prevent Lessee fi•om erecting or permitting to be erected any building or other
structure which, in the opinion of Lessor, would limit the usefulness of the Airpoi�t,
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 Airpoi�t 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 r•elocate 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 firture agc�eement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is requii•ed as a condition for the expenditure of federal
funds for the development, maintenance or repair of Airport infi•astructure. In the
event that any such existing or futiure agreement direetly causes a matei•ial resh•iction,
impairment or interference with Lessee's primaiy opei•ations on the Preinises
("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
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Hangar Lease Agreement
Port Worth Spinks Airport
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of any rent due heceunder, but o�lly if Lessee fii•st provides adec�uate proof to Lessoi•
that the Limitatioi� has directly caused Lessee a material loss in i•eve�lue; (ii) subject
to ordinaiy wear and tear, Lessor shall maintain and preserve the Premises and its
improvements in the saine 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 s11a11 not be
►•equired to, (a) fui•ther 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' wt•itten notice to Lessor.
10.4. Dui•ing any war or ilational 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 instcument 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 puisuing any rights it may have for reimbursement from the
United States Government. If any lease between Lessor and the United States
Goveinment 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 oi• initigate 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 c•ent 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 preseive the Preinises 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) furthei� 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 tertninate 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 Goveriunent through
the Fedet•al Airpoi�t 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 hei•eunder 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 i•emoval of facilities owned or operated by electric, gas, water,
sewer, communication oi� other utility companies. Lessee's rights shall additionally
be subject to all rigllts granted by any ordinance or statute which allows utility
coinpanies to use publicly-owned property for the provision of utility services.
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Hangar Lease Agreement
Fort Worth Spinks Airport
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10.7. Lessor agi•ees Lessee shall have the right of ingress and egi•ess to and fi�om the
Premises by me�ns of roadways for aLitomobiles and taxiways for aircraft including
access during the construction phase of airport improveinents, unless othecwise agceed
to in writing by both parties. Such rights shall be consistent with the rules and
regulations with respect to t11e occupancy and use of aicport premises as adopted fcom
time to time by the City of Fort Worth and by the Federal Aviation Administcation or
any other state, federal or local authority.
11. INSURA.NC�.
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 Wocth as an additional insured and
covering all public rislcs related to the leasing, use, occupaizcy, maintenance, existence or
location ofthe Premises. Lessee shall obtain the required insurance specified to be nzaintained
by a commercial tenant in accordance with �xhibit "C", the "City of Fort Worth Aviation
Insurance Requicements" 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 peisonal property of its own or in its
care, custody or control.
11.1. Adiustments to Required Covera�e and Limits.
Insurance requirements, including additional types of coverage and inci•eased limits
on existing coverages, ai�e subject to change at Lessor's option and as necessaiy to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly
comply with such new rec�uirements 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 pat�ticularly set foi�th in Exhibit "C", which is attached
hereto and incorporated herein for all purposes.
11.3 As a condition pt•ecedent 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 hecein. 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 undeistood and agceed that Lessee shall oper•ate as an independent conh�actor
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 t11e acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patcons, licensees and
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Fort Worth Spinks Airport
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invitees. Lessee acicnowledges that the doctrine of resl�o»deat sziperior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractois.
Lessee fut•ther agrees that nothing herein shall be consti•ued as the creation of a partnership oi•
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, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY ICIND OR
CHARACTER, N'HETHER 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 CA USED 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
BY LAW, WITHOUT i�VAIVING ANY DEFENSES PROVIDED BY LAW, HEREBY
INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS,
AGENTS, SER vANTS 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 ICIND OR CHARACTER, WHETHER REAL
OR ASSER TED, ARISING O UT 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
MISCOND UCT OF LESSOR, ITS OFFICERS, AGENTS, SER VANTS 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 T�VITH ANY AND ALL ACTS OR OMISSIONS OF
LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CA USED BY THE NEGLIGENCE OR INTENTIONAL MISCOND UCT 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 WITHALL APPLICABLE
REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE
SHALL PAY ALL FINES IMPOSED BY THE F�1A ON LESSOR OR LESSEE
RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY
WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS
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Hangar Lease Agreement
Fort Worth Spinks Airport
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OR PARTI�S FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination i•ights contained elsewhere i�� this Lease, Lessor shall have the i•ight
to terminate this Lease as follows:
14.1. Failure by Lessee to Pay Rent, Fees or Other Char�es.
If Lessee fails to pay any Monthly 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 nattue of such breach or default.
Lessee shall have thirty (30) calendar days following receipt of such written notice to
cure, adjust or cori•ect 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 terininate t11is 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 deter•mined 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 calendai• 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 Obli�ations 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 ofthis Lease,
Lessee shall be liable for and shall pay to Lessor all Monthly Rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and charges
payable her•eunder. In no event shall a reentcy onto or reletting of the Pt�emises by
Lessor be constcued as an election by Lessor to forfeit any of its rights under this
Lease.
14.5. Ri�hts of Lessor Upon Termination or Expii�ation.
Upon termination or expii•ation 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
reinove fi•om the Premises all trade fixtures, tools, machineiy, equipment, materials
PWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Fort Worth Spinks Airport
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and supplies placed on tlle Premises by Lessee pursuant to this Lease. After such time,
Lessor shall have the right to talce 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 agi•ees that it will assert no claim of atry lcind agai�lst Lessor, its
agents, secvants, employees or representatives, which may stem from Lessor's
termination of this Lease or any act incident to Lessor�'s assertion of its right to
terminate or Lessor's exercise of any rights granted hereunder.
15.
16.
17.
NOTICES.
Notices requii•ed pursuant to the pi•ovisions of this Lease shall be conclusively detertnined to
have been delivered (i) when hand-delivered to the other• party at such addi•esses 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 Wo��th
Aviation Department
201 Ainerican Concourse, Suite 330
Fort Woi�th, TX 76106
ASSIGNMENT AND SUBLETTING.
16.1
16.2
In General.
To LESSEE:
FWS Hangar LLC
ATTN: Jon Wenrich
13451 Wing Way
Fort Worth, Texas 76028
Lessee shall have the right to sublease poitions 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
Conditions of Approved Assi�nments 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 i•equested assignment or sublease shall not relieve Lessee of its
obligations hereunder, including payment of rentals, fees and charges.
LIENS BY L�SSE�.
Lessee acicnowledges 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 putported lien is created or filed, Lessee, at its sole cost and expense,
shall liquidate and dischaige the same within thirty (30) days of such creation or filiug.
Lessee's failure to discharge any such pui•ported lien shall constitute a breach of this Lease
FWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Fort Worth Spinks Airport
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a�Id Lessor �nay terminate this Lease upon tllirty (30) days' wi•itten notice. Howevet•, Lessee's
financial obligation to Lessor to lic�uidate and discharge such lien shall continue in effect
following teriY�ination of this Lease and until such a time as the lien is dischacged.
18. TAX�S AND ASSESSM�NTS.
Lessee agrees to pay any and all fedei•al, 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 I2EGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee ful�ther agrees that it shall not permit its officers, agents, seivants, employees,
contractors, subcont►•actors, patrons, licensees or invitees to engage in any unlawful use of the
Premises and Lessee immediately shall remove fi•om 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, i•ules and
regulations, and minimum standards of Lessor; all rules and regulations and minimum
standards established by the Directoi; and all r��les 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 notiiies Lessee in accordance with Section
15 above of any violation of such laws, ordinances, rules or regulations, Lessee shall
irnmediately desist fi�oin and correct the violation.
19.1 Compliance with Minimum Standai•ds and Schedule of Rates and Char�es:
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 Cauncil fi•om 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 fi�om pai�ticipation 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 ge�ider expression. Lessee fiirther agrees for itself, its petsonal
representatives, successors in interest and assigns that no person shall be excluded fi•om 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,
h�ansgender, 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
FWS HANGAR LLC and FWS rB0 LLC
I Ia��gar Lease Agreement
Fort Wor[h Spinks Airport
Page 14 of 22
co�nply with airy requirements imposed by or ptiu�suant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Deparhnent
of Transportation and with any amendments to this regulatioil which may hereafter be
enacted.
I� 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 hacmless.
21. LIC�NSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessaly
for tlle operation of its operations at the Airport.
22. GOVERNIVIENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender
any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease or
to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assei�t 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 state
coui�ts located in Tarrant County, Texas or the United States District Court for the Northein
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 attoineys 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 pat�ty 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 reinaining provisions shall not in any way be affected or
impaired.
27. FORCE MAJ�URE.
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Port Worth Spinks Airport
Page I S of 22
Lessor and Lessee will exercise their best efforts to meet their i•espective duties and
obligations as set forth in this Lease, but will not be held liable for any delay or omission in
perfocmance due to foc•ce majeuce oc other causes beyond their reasonable control, including,
but not lin�ited to, compliance with any government law, ordinance, or regulation; acts of
God; acts of the public enemy; fires; strilces; locl<outs; natural disasteis; wars; riots; epidemics
or pandemics; government action or inaction; orders of government; material or labor
restrictions by any governmental authority; transportation pc•oblems; restraints or prohibitions
by any coui�t, 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
enuinerated herein but which is beyond the reasonable control of the Party whose perforinance
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 hindcance,
provided the affected Party provides notice of the Foi•ce Majeure Event, and an explanation
as to how it prevents or hindets the Party's pei•formance, as soon as reasonably possible after
the occurcence 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. WAIVER OF CHARITABLE IMMUNITY OR EXEMPTION.
If Lessee, as a charitable association, corpoi•ation, partnership, individual enterprise or entity,
clainls immunity to or an exemption fi•om liability for any kind ofproperty damage or pei•sonal
damage, injuiy or death, Lessee hereby expressly waives its rights to plead defensively any
such immunity or exemption as against Lessor.
29. SIGNATURE AUTHORITY.
The person signing this Lease hereby warrants that he/she has the legal authority to execute
this Lease 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 Lease 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 COD�.
Lessee acicnowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited fi•om entering into a contract with a company for goods or services
unless the contract contains a written vei•ification from the compatry that it: (1) does not
boycott Israel; and (2) will not boycott Israel dw�ing the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terins in Section
808.001 of the Texas Government Code. By sigizrizg tltis Lease, Lessee certifies t{zat Lessee's
SlgltCltl[I•e provides w�'1/fB/1 Vel'If1Clli[Oi1 f0 fllB CIf1� fI1Ql LBSSee: (1) does izot Goycott Is��nel;
an�l (2) wi1X f�ot boycott Isr•ael �luri��g tlie term of tlte Lease.
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Hangar Lease Agreement
Fort Worth Spinks Airport
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32. ENTIItETY OF AGI2�EMENT.
This wcitten instrument, including any documents attached hereto or incorporated herein by
refei•ence, contains the entire undeistailding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the �natters contaiiled hei•ein. Any pl•ioi• or
conteinporaneous or•al or writte�l agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The tei•ms and conditions of this Lease shall not
be anleilded uiiless agreed to in writing by bot11 parties and approved by the City Council of
Lessor.
[Signature Pages Follow]
FWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Port Worth Spinks Airport
Page 17 of 22
I�WITNESS WHEREOF, the parties hereto have executed this Lease in multiples on thisthe �'f. day of A-uj lA j / , 2024.
CITY OF FORT WORTH: By:�VIUl ............... d_��-Valerie Washington Assistant City Manager
STATE OF TEXAS COUNTY OFT ARRANT § § 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.
By: �A,uz:o-Jn,,ua,{. Jeremy Anato-Mensah, Assistant City Attorney
M&C: 24-0673 Date: 08.13.2024 1295 Certificate Number: 2023-1080419
FWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement Fort Worth Spinks Ai rp ort
Page 18 of22
day
as
�1 �By: _U _________ _ Jannette S. Goodall City Secretary
__j{£ KC
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.
Barbara Goodwin Real Property Manager
By::=--=��=--�����Jonathan M. Wenrich President
Date:____,1L......e...(�_i_l _a 4-__ _
STATE OF TEXAS §
COUNTYOFTARRANT §
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 LLC °tnd FWS FBO LLCt°nd that s/he executed the same as the act ofFWS HANGAR
LLC\nd FWS FBO LLcft'or the purposes and consideration therein expressed and in the capacity therein stated.
AffJEN rER MY HAND AND SEAL OF
�
c{) g-+--
l,,Lp , 2024. ,
,,,,1111,,, LINDSAY EVANS ,, �'(Pu.-,,.., §'f-�t,% Notary Public, State of Texas
��: .. �/f§ Comm. Expires 08-16-2028
�,;1,··or;,..,,�,-:-Notary ID 10607364 '""
FWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Fort Worth Spinks Ai rport
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Notary Public in and for the State of Texas
day
�XHIBIT A
LOCATION MAP
FWS HANGAR LLC and FWS PBO LLC
Hangar Lease Agreement
Fort WoRh Spinks Airport
Page 20 of 22
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EXHIBIT C
MINIMUM INSURANCE REQUIIt�MNTS
FoR_ T�o�
AVIA'170N
EXHIBIT C -MINIMUM INSURANCE REQUIREMENTS
Property Canmerclal Hangarkeepers EnNronmental Aircratl and Passenger Autanoblle Lieblllry (To
Category �nsurence General Llabillly' Impalrmenf Llabllity Include Hired & Non•a,med
Llability Liebility Vehiclees)
Flxed Base Operators (FBO's) Yes $5,000,000 $5,000,000 51,000,000 $ 1,000,000
Alrcraft Melntenance Operator and
Avionics a Instrumenl Malntenance 'e 51,000,000 51,000,000 $ 1,000.000
O erator-Piston
Alrcralt Malntenance Operator and
ANonics a Instrument Malntenance 'S 55,000,000 $1,000,000 5 1,000,000
O erator-Turbine
Avionics a Instrument Maintenance .5 s,�,000,000 S 1.000,000
Operator (Bench wak Only)
Aircraft Rental or Fllght Tralning �5 $�,000,000 Z 51,000,000loccurrence � �,000,000
Operat« �5 5100.000/passenger
Alrcralt Charter or Aircraft 'S 55,000,000/occurrence
Mana ement O erator ,5 51.000,000 5 1,000,000
9 P $500,OOO/passenger
A(rcratt Sales Operalor 5 51,000,000� $1.000,000 S�,OOO,OOO/occurrence � �,000,000
�s $100,000/passenger
's 51,000,000 51,000,000
Aircraft Stwage Operatw
�5 SV5,0��,00�3 �J5,�0�,��0; v� �.��,�0�
Aviation Service Sde Proprfetor 's 51.000,000 2 51,000,OOO/occurrence 5 250,000
5100,o0o/passenger
Olher Commercial Aeronautical g�,000,000
Activities 5300,000/occurrence $ 1,000,000
Temporary Speclalized Avlatfon $�,000,000 5300,OOO/cecurrence $ 1,000,000
Servlce O erator
NarCanmercial Hangar Lessee 'S $1,000,000 � 5300,000/acurrence $ 1,000,000
Non-Commercial Flying Club 'S $1,000,000 � S1 •D00,000loccurrence � �,pp0,000
5100,000/ assen er
Non-Canmerclal Self-Fueling ,5
Per I ee Jet Fuel andlor Av as 51,000,000 51,000,000 5300,000/acurrence �v 1,000,000
Non-Canmercial Self-Fueling
Permltee •s $1,000,000� 5500,000 5300,OOO/occurrence 5 250,000
Alternative Fuels e. . m as
�
Box Hangar, T-Hangar, Community •s 51,000,000 $300,OOO/occurrence $ 250,000
Hangar
Olher 'Insurance requirements subject to determination by ANatlon Department and Rlsk Management.
Additional Insurance Requirements
•Lessee's policies are to be primary to any other valid and collectible insurance available to the City
•All pollcles shall Include a Walver of Subrogatlon in tavor of the City (Temporary SASO must also Inclutle Alrport Lessee)
•The City of Fort Worlh shall be named as Addilional Insured (Temporary SASO must also include Airport Lessee)
�Policies shall have no excluslons by endorsement, which , neilher nullify or amend the requlred lines of coverage, nor decrease the Iimits of said coverage
' Coverage per alrcraft should be equlvalent to lhe averege alrcreft value at one time and coverage per occurrence should be equivalent to the average ot the
maximum value of total alrcratt at one time, but not less than the amount noted above
� Must fnclude Negligent Instrucfion Coverage
3 If afrcraft storage operator is providing suWeasing space for almreit storage
° Only required fa those proNding (light Instructlon
5 Depends on terms of the lease agreement
6 If vehicle parked landside - State minimums �+rould apply
� Coverage may be provlded by endorsement
Aviatlon Mlnimum Standards, Cityof Fort Worth ANation DepaAment (06/03l2014)
FWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Fort Wortli Spinks Airport
Page 21 of 22
DEFINITIONS:
Coverage for the Building indudes (birt is not limited to) the building and structures, completed additions to covered
buildings, outdoor fixtures, permanently installed fi#ures, machinery and equipment. The building material used to
meintain and service the insured's premises is also insured. Business Personal Property ovmed by the insured end
used in the insured's business is covered for direct loss or damage. The coverage includes (but is not limited to)
furniture and fixlures, stock, improvements and betterments, leased property for which you have a contractual
obligation to insure and several other similar business properly items when not specifically excluded from coverage.
The policy is also designed to protect the insured against loss or damage to the Personal Property of Others while
in the insured's care, custody and control.
PROPERTYINSURANCE
Business Income (sometimes called Business Interruption) affords protection against the loss of earnings of a
business during the time required to rebuild or repair covered property damaged or destroyed by fire or some other
insured cause of loss.
Extra Expense alloevs coverage for those addiliona� 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 coverege protects the insured for bodily injury or property damage to the third parties, tor which they ere legelly
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 aHorded for
the named insured and employees of the named insured; however, several individuals and organizations other than
the named insured may be covered depending upon certain circumstances specified in the policy. In addition to the
limits, the policy provides supplemental payments for attorney fees, court costs and other expenses associated with
a claim or the defense of a liability suit.
Coverage A- Bodlly InJury and Property Damage Llability
COhiNtERCIAL GENERAL Bodily Injury means physical injury, sickness or disease, including death. Property Demage means physical injury
LIABILITY to tangible property, including the resulting loss of use of that property.
Coverage B- Personal InJury and Advertising InJury Liability
Personal Injury means false arrest, malicious prosecution, wrongful entry or eviction, Iibel, slander and violations of
a person's right of privacy. Advertising Injury means libel, slander, disparagement, violations of a person's right of
privacy, misappropriation and copyright infringement.
Coverage C • Medical Payments
Medical Payments means medical expenses for bodily injury caused by an eccident.
Insures the hanger operator for Iegal obligations to pay damages due to loss to an aircraft that occurs vrhen the
HANGARKEEPERS aircraft is in the care, custody or control of the insured for safekeeping, storage, service or repair. Coverage
LIABILITY exlends to liability claims involving an aircreft's loss of use.
Insures the pollution e�osure 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 government order. The Pollution exclusion 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 events. Because of this, customized protection for the pollution e�osure of
numerous insureds in ihis category is essential.
Coverage geared specifically to the operation of aircrak and the risks involved in aviation. Aviation insurance
policies are distinctly different from those for other areas of transporlation and tend to incorporate aviation
AIRCRAFT AND terminology, as well as terminology, limits and clauses specific to aviation insurence. Passenger liability protects
PASSENGER LIABILITY Passengers riding in the accident aircrak who are injured or killed. In many countries this coverage is mandatory
oNy for commercial or large aircreft. Coverage is often sold on a"per-seat" basis, with a specified limit for each
passengerseat.
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 egreement agrees to pay for bodily injury
ITO INCLUDE HIRED & or property damage for which the insured is legally responsible because of an automobile accident. The policy also
NON-OWNED VEHICLES) states that, in addition to the payment of damages, the insurer also agrees to defend the insured for aIl legal
defense cost. The defense is in addition to the policy limits.
An agreement bebr+een bNo parties in which one party agrees to waive subrogation rights against another in the
WAIVER OF event of a �oss. The intent is to prevent one parly's insurer from pursuing subrogation against the other party.
SUBROGATION
FWS HANGAR LLC and FWS FBO LLC
Hangar Lease Agreement
Fort Worth Spinks Airport
Page 22 of 22
M&C Review
CITY COUNCIL AGENDA
Page 1 of 3
Official site of the City of Fort Worth, Texas
FoRT� i�
Create New From This M&C
DATE: 8/13/2024 REFERENCE **M&C 24-
NO.: 0673
55FWS GRND AND BLDG
LOG NAME: LEASE. FWS HANGAR AND
FWS FBO, LSE STE W1
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of a New Ground and Building Lease Agreement for
Approximately 10,000 Square Foot of Hangar Space Known as Lease Site W1 with FWS
Hangar LLC and FWS FBO LLC at Fort Worth Spinks Airport, an Agreement to Terminate
City Secretary Contract No. 32148, a Ground and Building Lease Agreement with FWS
Realty, Ltd., and a Consent to Leasehold Deed of Trust with FWS Hangar LLC and FWS
FBO LLC and Signature Bank to Facilitate the Purchase of the Leasehold Interest in the
Fixed Base Operator Business at Fort Worth Spinks Airport
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a new ground and building lease agreement for approximately 10,000
square feet of hangar space known as Lease Site W1 with FWS Hangar LLC and FWS FBO
LLC at Fort Worth Spinks Airport;
2. Authorize execution of an agreement to terminate City Secretary Contract No. 32148, a
ground and building lease agreement for Lease Site W1 with FWS Realty, Ltd.; and
3. Authorize execution of a consent to leasehold deed of trust with FWS Hangar LLC and FWS
FBO LLC and Signature Bank to facilitate the purchase of the fixed base operator business at
Fort Worth Spinks Airport.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that the City Council
authorize the following actions:
1. Authorize execution of a new ground and building lease agreement for approximately 10,000
square feet of hangar space known as Lease Site W1 with FWS Hangar LLC and FWS FBO
LLC at Fort Worth Spinks Airport.
2. Authorize execution of an agreement to terminate City Secretary Contract (CSC) No. 32148,
a ground and building lease agreement for Lease Site W1 with FWS Realty, Ltd.
3. Authorize execution of a consent to leasehold deed of trust with FWS Hangar LLC (FWS
Hangar) and FWS FBO LLC (FWS FBO) and Signature Bank to facilitate the purchase of the
fixed base operator business at Fort Worth Spinks Airport.
On or about September, 2023, staff received a request from FWS Hangar and FWS FBO to enter into
a lease agreement for Lease Site W1 to use as additional aircraft storage in support of its fixed
base operator (FBO) business at the Airport. Lease Site W1 is currently leased through City Secretary
Contract (CSC) No. 32148 by FWS Realty, Ltd., the current FBO operating out of the Airport. CSC
No. 32148 will terminate upon execution of a termination agreement and execution of a new ground
and building lease agreement with the City of Fort Worth and FWS Hangar and FWS FBO.
The City and FWS Hangar and FWS FBO now wish to enter into a new ground and building lease
agreement for Lease Site W1 that will commence upon the date of execution of the Lease and expire
at 11:59 PM ten (10) years from the effective date with two (2) options #o renew for an additional six
http://apps.cfwnet.ocg/council�acicet/mc_review.asp?ID=32379&councildate=8/13/2024 8/12/2024
M&C Review
Page 2 of 3
(6) years each. Annual Revenue generated from the hangar is approximately $24,052.44, paid in
monthly installments of approximately $2,004.37. Additionally, FWS Hangar and FWS FBO will be
responsible for a utility charge of $130.18 per month as pro rata share of the utility costs. Rates are in
accordance with the Aviation Department's current Schedule of Rates and Charges and the Aviation
Department's Leasing Policy.
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 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. If
near the end of the ten (10) year term, (provided the renewal option is exercised), a new lease is
requested by FWS Hangar and FWS FBO, the City will have an appraisal performed by a qualified
third-party appraiser to establish the hangar rate to equal the then fair market value, for this type of
property at airports similar to the type or types of property that comprise the Premises.
The Consent to Leasehold Deed of Trust will grant FWS Hangar and FWS FBO's lender, Signature
Bank, the right to operate as Lessee or secure another tenant, subject to the previous lien, if FWS
Hangar and FWS FBO defaults on the loan or the Agreement with the City of Fort Worth, provided City
Council has approved the replacement tenant. The lease agreement prohibits FWS Hangar and FWS
FBO 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 ta FWS Hangar and FWS FBO's 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 ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year ChartField 2
Submitted for City Manager's Office by:
Oriqinatinq Department Head:
Additional Information Contact:
Valerie Washington (6199)
Roger Venables (5402)
Ricardo Barcelo (5403)
ATTACHMENTS
1295 v2 Signature Bank.pdf (CFW Internal)
2024-Form 1295 FWS Realtv.pdf (CFW Internal)
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101114740 - jw siqned 10-25-23.pdf (CFW Internal)
http://apps.cfwnet.org/council_pacicet/inc review.asp?ID=32379&councildate=8/13/2024 8/12/2024
M&C Review
Location Map W1.pdf (CFW Internal)
Page 3 of 3
http://apps.cfwnet.org/council_pacicet/mc_review.asp?ID=32379&councildate=8/13/2024 8/12/2024
LEGAL DESCRIPTION EXHIBIT
(13501 WING WAY)
BEING a 0.2308 acre (10,055 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 Lot 1, Block 1, Fort
Worth Spinks Airport, an addition to the City of Fort Worth according to the plat recorded in Cabinet
A, Slide 353, Plat Records, Tarrant County, Texas; said tract being more particularly described as
follows:
BEGINNING at a point for corner, from which the northwest corner of said Lot 1 and the
intersection of the east right-of-way line of Wing Way (a 44' private right-of-way) and the south right-
of-way line of Alsbury Court (a 90' right-of-way) bears North 37°20'32" West, a distance of 101.94
feet;
THENCE North 89°21'41" East, a distance of 100.52 feet to a point for corner, from which an "X" cut
found bears North 32°03'32" East, a distance of 63.95 feet, said "X" cut being an interior ell corner
of said Lot 1;
THENCE South 00°17'50" East, a distance of 100.25 feet to a point for corner;
THENCE South 89°21'38" West, a distance of 100.08 feet to a point for corner;
THENCE North 00°33'06" West, a distance of 100.25 feet to the POINT OF BEGINNING and
containing 10,055 square feet or 0.2308 acres of land, more or less.