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HomeMy WebLinkAboutContract 62143CSC No. 62143 FORT WORTH SPINKS AIRPORT GROUND LEASE AGREEMENT LEASE SITE E-1 SPINKS HANGAR OWNERS ASSOCIATION, INC This 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, acting by and through Valerie Washington, its duly authorized Assistant City Manager, and SPINKS HANGAR OWNERS ASSOCIATION, INC. ("Lessee"), a Texas limited liability company, acting by and through DANIEL GRIFFITH, its duly authorized CHIEF EXECUTIVE OFFICER. AGREEMENT In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 78,199 square feet of ground space ("Ground") at Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site E-1, ("Premises"), as shown in Exhibit "A", attached hereto and made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. upon execution of the lease ("Effective Date"), and expire at 11:59 p.m. on October 31, 2054, unless terminated earlier as provided herein. 2.2 Renewals. 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 for an additional (5) five years each (a "Renewal Term"). In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than ninety (90) days and no more than one hundred eighty (180) days prior to the expiration of the Initial Term. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort worth SpMcs Airport Pagel of 25 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 determined by Lessor's market analysis. In no case shall the hangar rate be less than the value assessed upon completion of a property appraisal completed by a third -party vendor that has been approved and secured by Lessor. A ten percent (10%) increase will be added to the Fair Market Value rate until a new lease agreement is approved and executed. The holdover period will not exceed six (6) months from the time the current lease agreement expires. Upon the expiration of the holdover period, the City may exercise all legal rights and remedies available, including but not limited to eviction. 3. RENT. 3.1. Rates and Adiustments 3.1.1 Ground Rate Lessee shall commence the payment of rent for the Ground Space on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground Space, Twenty -Four Thousand Two Hundred Forty -One Dollars and 69/100 ($24,241.69), at a rate of Thirty -One cents ($0.31) per square foot, payable in equal monthly installments of Two Thousand Twenty Dollars and 14/100 ($2,020.14). 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, 2025, and on October 1' 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. 3.2. )hive -Year Adiustments In addition to the Annual Rent Adjustments, on October 1, 2029, and every fifth (5t') year thereafter for the remainder of the Initial Term (i.e. on October 1st of 2034, 2039, 2044 and 2049), rent shall automatically be adjusted to equal the then -current SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE F-1 Fort Worth Spinls Airport Page 2 of 25 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. 3.3 Payment Dates 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 (loth) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 4. CONSTRUCTION AND LAPROVEMENTS. 4.1 Mandatory Improvements As additional security for this Lease, Lessee covenants and agrees that it shall construct the improvements on the Premises owned by the City of Fort Worth. Lessee may -not initiate any 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"). The improvements approved shall be referred to as "Mandatory Improvements", as referenced in Exhibit "B". Improvements will include no less than a five (5) bay box hangar unit containing five (5) approximately 60ft wide by 65ft deep box hangars. Commencement of Construction for the Mandatory Improvements by Lessee shall begin on or before the first (1S) day of the ninth (9ih) month after the month in which the Commencement Date of the Lease occurs and construction to be completed no later than fifteen (15) months from the commencement of construction. 4.2 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 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page 3 of 25 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. 4.3 Process for Annroval of Plans. Lessee's plans for construction of the Discretionary Improvements shall conform to Spinks' 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. 4.4 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. 4.5 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 linprovements or satisfy the claims, provided that any balance shall be remitted to Lessee. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page 4 of 25 4.6 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. 4.7 Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit 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 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 PREMISES. 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. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE &I Fort Worth Spinks Airport Page 5 of 25 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. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically -operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear 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 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE F,1 Fort Worth Spinks Airport Page 6 of 25 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. In addition, Lessee agrees to provide lawn maintenance to the grass area adjacent to Lease Site E-1 up to the concrete as shown on Exhibit `B-l" of this agreement. 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. 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 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE Ir1 Fort Worth Spinls Airport Page 7 of 25 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 REMEDL4TION 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 of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SrM &1 Fort Worth Spinks Airport Page 8 of 25 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 wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.4 During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinls Airport Page 9 of 25 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 lights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly -owned property for the provision of utility services. 10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the Premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements, unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the occupancy and use of airport premises as adopted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state, federal or local authority. 11. INSURANCE. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth, its Officers, Employees and Volunteers 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 in accordance with Exhibit "C", the "City of Fort Worth Aviation Insurance Requirements" attached hereto and made part of this Lease for all purposes. In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. 11.1. Adiustments to Required CoveraLye 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. Certificates. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SrrE E-1 Fort Worth Spinks Airport Page 10 of25 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. 11.3. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport, to grant additional insured status to the City, its Officers, Employees and Volunteers, and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non -renewal or amendment, shall be made without thirty (30) days' prior written notice to Lessor. Lessor shall be responsible for notifying the City of any change to its insurance coverage that amends or alters that coverage required by this lease. 12. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCL UDING 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, SERVANTS OR EMPLOYEES. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinhs Airport Page 11 of25 DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW, 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'SBUSINESSANDANYRESULTINGLOSTPROFITS, 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 TIHS 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 WITHALL 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. 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 Charges. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SrrE &I Fort Worth Spinks Airport Page 12 of25 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. Riehts of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand -delivered to the other party, its agents, employees, servants SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page 13 of25 16. 17 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, TX 76106 ASSIGNMENT AND SUBLETTING. 16.1. In General. To LESSEE: Spinks Hangar Owners Association, Inc. Daniel Griffith 12713 Wildcat Way, N Burleson, TX 76028 817-219-8471 / dannv�-,(c-6,Nvhiteha wlm,orldw ide . com 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 Approved Assienments 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. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SrrE E-1 Fort Worth Spinls Airport Page 14 of25 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 operatedby 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 Comuliance with Minimum Standards and Schedule of Rates and CharLres: Lessee hereby agrees to comply at all times with the City's Minimum Standards, as may be adopted by the City Council from time to time. Lessee shall be bound by any charges adopted in the City's Schedule of Rates and Charges, as may be adopted by the City Council from time to time. 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 ning with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds ofrace, 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 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE &I Fort Worth Spinks Airport Page 15 of 25 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 performance of any term or provision of this Lease or to exercise any right granted herein shallnot 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 state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 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. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort worth Spinks Airport Page 16 of25 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; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority, - transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event'). The performance of any such obligation is suspended during the period of, and only to the extent 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. 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 thatLesseeIs signature provides written verification to the City that Lessee: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Lease. 30. 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 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page 17 of25 conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [Signature Pages Follow] SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinls Airport Page 18 of25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the day of CITY OF FORT WORTH: Valerie Washington Assistant City Manager Date: P21O l STATE OF TEXAS COUNTY OF TAR RANT 9.i19.4 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Valerie Washington, Down 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. IVEN UNDER MY HAND AND SEAL OF OFFICE this _ 11' day , 2024 APPROVED AS TO FORM AND LEGALITY: By: Candace Pagliara (Oct t6, 2024 07:12 COT) Candace Pagliara Assistant City Attorney M&C: 24-0869 Approval Date: 10/15/2024 Form 1295: 2024-1191405 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spiels Airport Page 19 of25 J— `W41 Notary 15ublic in and for the State of Texas ATTEST: �.p4U40p�� � Foal �a a o ,,0000,o o�o�.id �o OVo °=d oPa* bRnaaao By: Jannette S. Goodall City Secretary KC 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. a"aa'Lal '�as Barbara Goodwin Real Property Manager LESSEE: ATTEST: INKS HANG OWNERS ASSOCIATION, INC. r � By: - — - By: DANIEL GRIFF Date: ` , I l Q I �^) AL - 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 DANIEL GRIMTH, 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 SPINKS HANGAR OWNERS ASSOCIATION, INC., and that he executed the same as the act of SPINKS HANGAR OWNERS ASSOCIATION, INC. for the purposes and consideration therein expressed and, in the capacity, therein stated_ G N 1 UNDER MY HAND AND SEAL OF OFFICE this day iP rnN- , 2024. OLANN MOF;RI3 IJL / Notary Public, state et Texas Notary Public ' d for the State of Texas F1(63 Notary ID 61610-4 My Commission jq, 04.14.2026 SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page 20 of25 EXMBIT A REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE E-1 O I PASLAY vefruR6. INC. V (TRACT D) -- - - INSTRUt•EP(T MR48ER D2182474a6, t4D.R.T.C.T. PLACE OF COMMENCING �oS�1rG o]'(F.L1F FOUND 1I2• IRON ROD m N890S7'11"E 170.57' "ORmEwsTwaNEROFBLOCKS FORT WORTH SPINPS AIRPORT PASLAY >PSC �N00' 02' 49"W ruD,lvv lcncY�usAli ' P. CABINETILKD 1 AIDE 353,RATER.TC.T_ VENTURES INC. 12.61' Tnu¢rfnpia711 -• ., IEA[F1983M(2011) SYSTEM (alilj E ^ 7E10LS NORM CE2RRAL ZOIIE tf I gi IN89* 57' 11"E 134.59' rssu�anlwla 1� . n, CWCOORDHUT0 D219247593 a 6nv_m3HI mk9 i It: b6438?3i0 11,P,RT.C.T. N t.trtTiz[. • yES 1 E. 2339086.04 � ' LATIIDDE: ID2' 3427' LEASE SITE _ Or m 1.79S ACRES OR (n 78,199 SI UARE FEET r(1Rr to RTTH sPNKs ` _ PASLAY Y L S o CABRO=r A, SLIDE 3S3 VENTURES, ) I• fi * °g D.RT.GT. INSTRUMENT O rn fa 4F n - O G � PLACE OF H1IFIEE1i 3 © J DART 0 BEGINNING SEWER VAt!_r D2182474W } E).P.R.T.r—T. tsr¢I.AE CJN NCKi. !P5 CNiPX1@ 7AA1N'AY VILIM ' SE71PG S890 ST 11"W 304,77' � AWJX IRT a IPITROL III<MME rT r5 ESPOL xAn FJbTVfiD7KPJ:TE tO���,{glt rqj" PAYtYEM S891 57' 11"W PIGS F%.NAR4EPrr Px,, A62WS ems,' 132.90' 14: 6,990,34.4.76 10 ,��t� a � tN mrrniTi CURRENT LEASE SITE MW. W6 CAMD ua�n acv I sn' E.-2.334,148.78 a 4 5 � Atc'1D an Or rEnT r• C TLYAsraRnitaawinRd' N wcRn:9.Rvir scTlorr ��y�,� 7g,00' PREPARED 3 ARIL 10, 2020_ 0 - 21 .Vi 34' Uif1iICEE IEI2' t 2S• yv,Q- 62.75' I (T?tar LLersnu wvr m m• 14"fQl' EYST1ri MLT/L ISOEr4RJC- ytz,lmsrluLCEP[LTI � I S i eiC •p Q- F lR2 i 30'i10' -I` BLA1IX 5 yv •® 61. 20.00' RIRT WORTH SPD&S AIRPuRT � 1 rosTva CABNETA. 51 ME 353, P.R.T.C.T. C r t 1Lu - FUMENT I,DO11p[fl,Tl J `�• \% a _r'rV: GENERAL N6E6: 1. AS mpd.Wes aM baa W4S •l06n tlel6. are T6,M CmrOMLe SIMe., I0,D83 (2011), Teas Nxm Central Zwe (4202). NI O'6tmees 0~ Nfeln are wta[e a5ta o U*--s &Ve M r.Tted. 2. A8 awl md, so atV,'w f—d (DL• a,41w TO are 518,+41+-Ah A pl-bc w 0-,frtd'PS S 4M V. AilWid AK—ffsanb snow, tr are d —ed m be cmtrNfirg mawmalC:. oRTWoRT FORT WORTH SPINKS AIRPORT LEASE SITE PORTION OF BLOCK 5 CITY OF FORT WORTH, TARRANT COUNTY, TEXAS SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE STTE E-1 Fort Worth Spinks Airport Page21 of25 LEGEND O mpwWON Pam, Nurlaw IE"mM SC1 rra r,s 1—m OIYEF' OP$.I.GT. Orrtt1AL PL9 C R=RDS, TAPPAM CDLATY, TDLAS P.iT.CT. NT READS, TAfiFMT EA.: , TL M POWEA RYL —WlA — 04UN LIIK ILYI r1RE NSLNAN, —Lc 01E — OYEAarr01rt61tt 714t43CAYER/� WATRriTER/© GRATE Jn-Erc_Wt� WAM mA r-mBANNISTER INEERING - M NrO MtTel — ) Ymiretl, TR 7t.'Yd I Sl7s122C9E 1 RT-'t.=.As fn �:ENG TOMS REaSTRAT10N NO.1003823 I',* w 471-24ml I Dc 1f1Y2W4 I Pape 2 a 2 I C. try: SA I Oa1d a= M2 ; EXIIIBIT B MANDATORY IMPROVEMENTS LEASE SITE E-1 All Mandatory Improvements for Lease Site E-1, as detailed below, must be completed in accordance with Section 4 of the Lease and must be completed within twenty-four (24) months of the execution of the Lease and approved by the Aviation Department in its reasonable discretion. Mandatory Improvements to be completed are as follows: The Mandatory Improvements for Lease Site E-1 must be completed in accordance with Section 4.1 of the Lease. • Lessee shall submit a 7460 Notice of Proposed Construction of any hangar to be completed as part of the Mandatory Improvements to the FAA no less than sixty (60) calendar days prior to the commencement of construction. • Commencement of Construction for the Mandatory Improvements by Lessee shall begin on or before the first (1") day of the ninth (9th) month after the month in which the Commencement Date of the Lease occurs and construction to be completed no later than fifteen (15) months from the commencement of construction. Improvements will include no less than a five (5) bay box hangar unit containing five (5) approximately 60ft wide by 65ft deep box hangars. SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort worth Spinls Airport Page 22 of 25 EXHIBIT B-1 M911 MIN, Unil!Ulflillllvll[l 5 EAY-K04T .E^M% 5 BAY- Flit=EtAT04 n1I�Ii�i I II II'IIIIII'�`�I I'I III SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page23 of25 FOR-Mn" n" EXHIBIT B -MINIMUM INSURANCE REQUIREMENTS Ptc� y Comvrc-mal t+angarkeepers Envrmmentat Autor r !e Uat:4ity (To A era i and Pass rger Category Insurance Insurance Liability' y IrnpairrrrJrt Indvde HirrJ 8 Norr-ayss_d Liat7fity a Lalri�iy - Liability \rc3uclees} FoedBase Operators (FBOs) $5.OD0.000 51,000,000 $ 1,000,000 Aircraft Maintenance Operator and Avrrucs or Instrument Mainte)anw _ $1.ODO.00O $1.000.D00 S 1.O00.0Do Op"pr-Pistan- - Arcratt hiantenance Operator and Avionics or Instrument Maintenance Operator -Turbine Avxxnics or Instrument Maintenance Operator (Bench work Only) Aircraft Rental or Flight Training Aircraft Charter or Aircraft Management Operator .Aircraft Sales Operawr Aircraft Storage Operator S5,CKJ0,0DO SI,000,OOCI - $1.GOD.00o SI,CCO,Cco S 1.00O.0O3 'S $1.00O.oeo 51,000.000 S1,DC0.0w .s 55,W0,0DO ° 55,000,DD0 S 1,O00,000 S 1.OD0,000 $10D0.OD0!ooarrreo. e S 1,000,000 SiDD,DMIpasseger SS,ODD,ODDIoccurrence S 1.000.000 $50o.CCtlipasserger $1.000,0Moccurr? $ 1.000.000 S110.0 M passeriger $ 51 OW ODaaccurrwce 1.000,000 2EO,000 Aviabcn Service Sale Proprietor - $1.000.000' $1CO,C00'passen� i $ Other nnrs Cadal Aeromuticat s1.000.0DO $300,00oroccvrrenee S 1,000,00o Activities Temporary opecialoadAviation $1,0'DD.00D "1 x 3'000/oumencc S 1,000,000 Serv)DE Operator - Nm-Commercial Hangar Lessee - $30D.00DrocarrrEnce $ 1.00O.000 Non -Commercial Flying Club $1.OW,DODroccurrerrx $ 1.0DCO siDD.rowpasss4er m Non Comxcyal Self -Fueling S 1.000.000 S1DDUCO 5300.0L=occ rrence $ 1.DD0.000 Permtee (Jet Fuel and'a Awas) Non -Co nmercial Self-Ftxding Pem*Ee _ $500.000 5300,0001occurre nee S (Ahernathe Fuels ea. moaasI rr Box K:ingar. T-Hangar. Carmurity - swo.00n'ourre ce S Hangar Other 'Insurance regr' is subject to detemination by Aston DeparUt►sa and Risk Management. AddmorW Insurance Regterern_nts Lessee's policies are to be primary to any other valid and coNectible insuranoe available to the City -All pofides shall include a Waiver of Subrogation in favor of the city (Temporary SASO must also include Airport Lessee) -The City of Fort Worth shah be named as Additional Insured (Temporary SASO must also ndude Akpat Lessee) -Pofides shall have no exdtaiom by endorsementwhirl\ , neither nullify or amend the required %roes of coverage, nor decrease the Snits of said coverage per ' Coverage paircraft should be equivalent to the a'xrage airs raft val tr_ a. one brne and ccw-er-age per occurrence should be equvalent to the average of the ma imum value of local aircraft at one time, but no less than the amount noted above Must include negligent Instruction Cordage ' If aircrit storage operator is rrovidog subleasing spy for aircraft storage Only required for those providing flight instruction ` Depends on terms d the lease agreement ` If trlvicle parked Iadside - State minimums would apply Aviation Minimum Standards. City of Fat Worth Aviation Department (MON2014) SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE &I Fort Worth Spinks Airport Page 24 of25 2ED.000 2E0.000 DEFINITIONS: Coverage for the Building includes (but is not limited to) the building and structures, comp" -d additions to covered buildings, outdoor fixtures, permanently installed futures, machinery and equipment- The building material used to maintain and service the insured's premises is also insured. Business Personal Property owned by the insured and used in the insured's business is covered for direct loss or damage. The coverage includes (but is not limited to) furniture and fixtures. stock, improvements and betterments, leased property for which you have a contractual obligation to insure and several other similar business property 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. PROPERT1 INSUT. 4XCE 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 avows coverage for those additanal expenses over and above normal operating expenses paid due to damage to covered property from a covered cause of loss. These expenses could include rent, utilities, moving expenses, telephone, advertising and labor_ This coverage protects the insured for bodily injury or property damage to the third parties, for which they are legally liable. The policy covers accidents occurring on the premises or away from the premises. Coverage is provided for injury or damages arising out of goods or products made or soli by the named 'insured. Coverage is afforded for the named insured and employees of the named insured; however• several individuals and organizations other than the named 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 - Bodily Injury and Property Damage Liability CONINIERC1AL GENEILAL Bodily Injury means physical injury, sickness or disease. including death. Property Damage means physical injury LIABILITY to tangible property, including the resulting loss of use of that property. Coverage B - Personal Injury and Advertising Injury Liability Personal Injury means false arrest, malicious prosecution, wrongful entry or eviction. libel- slander and vVations 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 accident Insures the hanger operator for legal obligations to pay damages due to loss to an aircraft that occurs when the J-L4-N 'AI`I=ERE aircraft is in the care, custodyor control of the insured for safekeeping, p ng, storage, service or repair. Coverage LIAEILiT1' extends to liability claims involving an aicraft's loss of use. Insures the pollution exposure associated with the insured's property and operations, Including costs of cleanup and remedial or corrective action due to a third -party demand or a government order. The Polluton exclusion in general ENIVIROTfENrrAL liability insurance effectively eliminates coverage for damages for bodily injury, property damage and cleanup costs IAIPIRAfE T LUBILM arising from most types of pollution events_ Because of this, custom¢ed protection for the pollution exposure of numerous insureds in this category is essential. Coverage geared specifically to the operation of aircraft and the risks involved in aviation. Aviation insurance policies are distinctly different from those for other areas of transportation and tend to incorporate aviation AIRCRAFT ANTD terminology. as well as terminology, limits and clauses specific to aviation insurance. Passenger liability protects PASSENGER LLABILITY passengers riding in the aocident aircraft who are injured or killed. In many countries this coverage is mandatory only for commercial or large aircraft Coverage is often sold on a "per -seat" basis, w.th a specified Omit 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 agreement agrees to pay for bodily injury ITO LNCLLTDE HIRED & or property damage for which the insured is legally responsible because of an automobile accident. The policy also NON-0I1TrED VEHICLES) states that. in addition to the payment of damages, the insurer also agrees to defend the insured for all legal defense cost. The defense is in addition to the policy knit-. WAIVER OF An agreement between two parties in which one party agrees to waive subrogation rights against another in the event of a loss. The intent is to prevent one parry's insurer from pursuing subrogaton against the other party. SUBROGATION Aviation Minimum Standards. City of Fort Worth Aviation Department (MIDSQ014) SPINKS HANGAR OWNERS ASSOCIATION, INC. Ground Lease Agreement LEASE SITE E-1 Fort Worth Spinks Airport Page 25 o1725 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FORT i� REFERENCE **M&C 24- 55FWS GRND LSE DATE: 10/15/2024 NO.: 0869 LOG NAME: AGREEMENT —SITE E-1_SPINKS HANGAR OWNERS ASSOC. CODE: C TYPE: CONSENT PUBLIC NO NO SUBJECT: (CD 8) Authorize Execution of a New Ground Lease Agreement Including Mandatory Improvements for Approximately 78,199 Square Feet of Ground Space Known as Lease Site E-1 with Spinks Hangar Owners Association, Inc. at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council authorize execution of a new ground lease agreement including mandatory improvements for approximately 78,199 square feet of ground space known as Lease Site E-1 with Spinks Hangar Owners Association, Inc. at Fort Worth Spinks Airport. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to recommend that the City Council authorize execution of a new ground lease agreement for approximately 78,199 square feet of ground space known as Lease Site E-1 with Spinks Hangar Owners Association, Inc. (SHOA) at Fort Worth Spinks Airport. On or about March 28, 2024, staff received a request from SHOA lease ground space known as Lease Site E-1 in efforts to build additional box hangars for needed aircraft storage at Fort Worth Spinks Airport (Airport). The total amount of ground space for Lease Site E-1 is approximately 78,199 square feet. SHOA will pay the current published ground rate for the Airport of $0.31 per square foot. Annual Revenue generated from the lease is approximately $24,241.69, paid in monthly installments of approximately $2,020.14. Rates are in accordance with the Aviation Department's current Schedule of Rates and Charges and the Aviation Department's Leasing Policy. The mandatory improvements for Lease Site E-1 will include no less than a five (5) bay box hangar unit containing five (5) approximately 60 feet wide by 65 feet deep box hangars. Commencement of Construction for the Mandatory Improvements by Lessee shall begin on or before the first (1St) day of the ninth (9th) month after the month in which the Commencement Date of the Lease occurs and construction to be completed no later than fifteen (15) months from the commencement of construction. The term of the new ground lease will be thirty (30) years, effective upon execution of the ground lease agreement, with two (2) options to renew at five (5) years each, bringing the lease term to a total of forty (40) years. All terms and conditions of the lease agreement will be in accordance with City of Fort Worth and Aviation Department policies. Rental rates shall be subject to an increase on October 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, 2029, and every fifth year thereafter. ADVISORY BOARD APPROVAL: On July 18, 2024, the Aviation Advisory Board voted to recommend that the City Council approve the ground lease agreement. Fort Worth Spinks Airport is located in Council District 8. littp://apps.cf vnet.org/council_packet/me_review.asp?ID=32575&councildate=I O/15/2024 10/14/2024 M&C Review Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and execution of the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and 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 I Department 1 Account I Project Program I Activity Budget Reference # I Amount ID I ID Year (Chartfield 2) Submitted for Citv Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS FID TABLE.xlsx (CFW Internal) Form 1295.Ddf (CFW Internal) Location Map E-1.Ddf (CFW Internal) Valerie Washington (6199) Roger Venables (5402) Ricardo Barcelo (5403) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32575&councildate=10/l5/2024 10/14/2024