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HomeMy WebLinkAboutContract 50902-A2CSC No. 50902-A2 FORT WORTH SPINKS AIRPORT GROUND LEASE AGREEMENT LEASE SITE 31N-B 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 DANIEL GRIFFITH ("Lessee"), an individual. RECITALS The following introductory provisions are true and correct and form the basis of this Lease: WHEREAS, on June 13, 2018, the Patties entered into a Ground Lease Agreement including, mandatory improvements, designated as City Secretary Contract ("CSC") No. 50902, as amended by Amendment No. 1 dated August 2, 2019, designated as CSC No. 50902 A-i (collectively, the "Previous Lease") consisting of approximately 78,229 square feet of improved ground, and a 12,000 square foot hangar known as Lease Site 31N and any improvements and facilities thereon ("Leased Premises") at Fort Worth Spinks Airport ("Airport"); WHEREAS, the Lessee has requested and the Lessor has agreed, to (i) temiinatc the Previous Lease, and (ii) execute a new ground lease agreement for Lease Site 31 N-B. NOW, THEREFORE, in consideration of the mutual covenant, promises and obligations contained herein, the patties agree as follows: AGREEMENT 1. PROPERTY LEASED. 1.1 Lease Premises Lessor hereby demises to Lessee 42,211 square feet of ground space ("Ground Space"), including a 15,000 square foot hangar ("Hangar") at Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site Lease Site 31N-B, ("Premises"), as shown in Exhibit "A", attached hereto and made a part of this Lease for all purposes. DANIEL GRIUMTR Ground Ume Agrcement LEASF SUE 31N-B OFFICIAL RECORD Fort Worffi Spinks Mrporl CITY SECRETARY Page I of24 FT. WORTH, TX 1.2 Termination of Previous Lease The Parties hereby agree that (i) execution of this Lease simultaneously terminates the Previous Lease, (ii) each party releases the other from further duties and obligations owed one to the other thereunder (specifically including Section 13.4 of the Previous Lease), save and except any and all environmental obligations under aforementioned Lease, and (iii) each party acknowledges that the other has fully performed all of its respective duties under the Previous Lease. In addition, Lessee acknowledges that title to all improvements now or hereafter constructed on Lease Site 31N-A is held or will be held exclusively by Lessor, subject to the possessory rights of Lessee as set forth herein, 2. TERM OF LEASE. 2.1. Initial Term. The initial term of the Lease ("Initial Terin") shall commence at 12:00 a.m. on the date of execution of this Lease ("Effective Date") and expire at 11:59 P.M. on June 12, 2051, unless terminated earlier as provided herein. 2.2. 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 hair 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 -parry 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 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 oil October IS° of any subsequent year during the Initial Tenn, to reflect DANIEL. GIUFFLTI1 Ground lease Agreement LEASE SITE 31N-5 Fort Worth Spinks Airpurt Page 2 of2d 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 EfTective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase; provided, however, that Lessee's rental rates shall not exceed the then -current. rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.1.1 Ground Rate Lessee shall commence the payment of rent for the 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 -Otte cents ($0.31) per square foot, payable in equal monthly installments of Two Thousand Twenty Dollars and 14/100 ($2,020.14). 3.2. hive -Year Adiustrnents In addition to the Annual Rent Adjustments, on October 1, 2029, and every f flh (5"') year thereafter for the remainder of the Initial Term (i.e. on October Ist of 2034, 2039, 2044 and 2049), rent shall automatically be adjusted to equal the then - current rates prescribed by the Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. 3.4 Pavment Dates and Late Fees. Monthly rent payments are due on or before the first (lst) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment by close of business the tenth (10th) day of the month far 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 (101/6) per month on the entire balance of any overdue 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 construction work on any tract of the Premises. Lessee may DANIEL GRIFFITH Ground Lease Agreement LEASE SITE 31N-S Fort worth Spinks Airport Page 3 of24 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 and approval of such plans, specifications and estimates. Upon completion of any such Discretionary Improvements or the termination of this Lease, Lessor shall take full title to any Discretionary Improvements on the Premises. 4.2 Process for Approval of Plans. Lessee's plans for construction of the Discretionary Improvements shall conform to Spinks' architectural standards and must also be approved in writing by Lessor's Planning and Development Depaitment. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. Lessor covenants and agrees that Lessor shall handle any and all such plans for construction and improvement in a manner consistent with the provisions of Section 4.2 above. 4.3 Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Discretionary Improvement, including, at a minimum, a copy of the Certificate of Occupancy, a complete set of Record Drawings and/or As -Built Drawings in Adobe PDP and AutoCAD formats, and a Summary of the total cost/value of the Discretionary Improvements. 4.4 Bonds Reauired of Lessee. Prior to the conunencement 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 aimount 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 DANIEL GRIFFITH (srounti Leese Agreement VASE Srrii 31 N-8 FortVilorth spinie Airport Page 4 or24 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 sliall have no rights in such interest. If Lessee fails to complete the respective Improvements, or if claims are filed by third parties on grounds relating; to such Improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit and apply the proceeds to complete the Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee. 4.5 Bonds Required of Lessee's Contractors. Prior to the commencement of any Discretionary Improvement, each of Lessee's contractors shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Goverment 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 faithfiil performance and completion of all construction work in accordance with the final plans and specifications as approved by Lessor, and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.6 Releases by Lessor Unon 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 DANIEL. GRIFFUR Ground Lease Agreement LEASE SITE 31 N-B Fort worth 5pknks Airport Page 5 of 24 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; (in) 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 or 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. G. 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, sirnilar 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. DANIEL GRIFFITH Ground Lease Agreeme ( LEASE SITE 31 \-13 FortWorth Spinks Airport Page 6 of 24 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear excepted. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not Iimited to, the maintenance of and repairs to all hangars and other structures, doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding pavement, grass and weed management on the Premises and adjacent easement. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure al such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or fi-om any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 8.2. Cornoliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in fall 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 AANIEL GrtIHITrr Ground Luse Agreement LhASC SITF 31N-B Fort worth Spinks Airport Page 7 or 24 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 tinge, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal, state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number- and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Environmental Remecliation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL -BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the exterior of the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color, location and marcher of DANIEL GritrF1T11 Ground Lease Agmeinenl LEASE SITE 31N-R Fort worth Spinks Airport Page 8 of 24 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 pennitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2 Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor- to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. In the event that any such existing or fixture 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 oil 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 adiust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (e) extend the tern of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. DAM EL GRIFF1111 Ground Lease Agreement LEASE si,rE 3IN-B Fort worth Splaala Airport Page 9 of 24 10.4 During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. if the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. if Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.5 Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act, and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 10.5 . Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights -of -way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shalt 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 rneans of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements, unless otherwise DANIEL GRIFFITH Ground Lome Ageement [.EASE SITE 3IN-B Fortwoilh 5P1nks Airport Page 10 of 24 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 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 "B", the "City of Fort Worth Aviation Insurance Requirements" attached hereto and made part of this Lease for all purposes. In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. 11.1. Adiustments to Reauired Coverage and Limits. Insurance requirements, including additional types of coverage and increased limits on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 11.2. Certificates. 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 Reauirements. 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, DANIEL GRIrFITII Ground Lease Agreement LEASE SUE 31N-B Fort worth Spanks Airport Page I I of24 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 respondent superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. DURING THE TERM OF THIS LEASE, LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYX AW, HEREBYINDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS, INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS, AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS Or, FICERS A GE NTS, SERVANTS OR EMPLOYEES. DANIEL GRIFFrrII Ground Lease Agreement LFASF, SITE31N-S Fort worth Sp1nla Airport Page 12 of 24 LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the light to terminate this Lease as follows: 14.1. Failure by Lessee to Pav Rent, Fees or Other Cilmes. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lessee. If Lessee conunits 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 shalt have the right to terminate this Lease immediately. DANrEL GRIFFITH Ground lease AgmeEment LEASE SITE 31fN-8 Fort worth Spinks Airport Page 13 of 24 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 Oblivations to Lessor coon 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 teen then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) days following the effective date of ternination 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 stern 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 or representatives, or (ii) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: City of Font Worth Aviation Department 201 American Concourse, Suite 330 Fort Worth, TX 76106 AANIFL GRtrr+rr n Ground Lose Agmement LEASE SITE 31N-B Fort Wanh Spinrcc Airport Page 14 or24 To LESSEE: Daniel Griffith 217 Man O War Burteson, Texas 76028 (817) 219-8471 / dannyg@wliitehawkworldwide.com 16. ASSIGNMENT AND SUBLETTING. 16.1. lit General. 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 ARAroved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or sublessee shall be Found by the terms and conditions of this Lease the salve as if it had originally executed this Lease. The failure or refiisal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 17. 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, 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 ally 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 unlawfiil 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 unlawfiil 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 bleach of this Lease. AANIFL GRIFFITH Ground Lease Agreement LEASE srrE 31N-B Fort Worih Spinks Airport Page 15 of24 Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee and its officers, agents, employees, contractors, subcontractors, licensees or invitees shall immediately desist fi-om and correct the violation. 19.1 Compliance with Minimum Standards and Schedule of Rates and Charges: Lessee hereby agrees to comply at all times with the City's Minimum Standards, as may be adopted by the City Council from time to time. Lessee shall be bound by any charges adopted in the City's Schedule of 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 with the land that no person shall be excluded frorn participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee agrees to fin-nish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs, of the Department of Transportation and with any amendments to 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. DANIEL GRIFFITH Ground Lease Agreement [.EASE SITE 31N-B Fort worth Spinks Airport Page 16 of 24 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 shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in 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. 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; DANIEL GRIFFITH Ground Lease Agmemenl LEASE SITE 3IN-B Fort'sVorth *nits Airport Page 17 of 24 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. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. 30. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE. Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Tire terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Lease, Lessee certifies that Lessee's signature provides written Perification to the City that Lessee: (1) does not boycott Israel, and (2) will not boycott Arael daring the term of the Lease [Signature Pages Tollorr] DANIEL GRIFFITH Ground Lease Agreement LEASE Sri E 31v-B Fort Worth spinks Airport Page 18 of24 IN W +REOF, the parties hereto have executed this Agreement in multiples on this thegNESS clay of 1r , 2024. CITY OF FORT WORTH-. By.Valerie Washington (Nov 13, 202414:38 CST) By: Valerie Washington o r en les Assistant City Manager Aviation stems Director Date; Nov 13, 2024 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 Valerie Washington, known to me to be (lie person whose name is subscribed to the foregoing instrument, and aclanowledged to me that the same was the act of the City of Fort Worth and that lie executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein slated. GIVEN �UNDER MY HAND AND SEAL OF OFFICE this I��h day 202 P&�" ANGELA D. CHRISP Notary Public, State of Texas �. '10= Comm. Expires 03.18-2028 Notary ID 134812443 NotaryPubllc In and for the State ofTexas APPROVED AS TO FORM AND LEGALITY: Candace �Iagtiaya Candace Pagllara(Nov 13,M2413:08 CST) By; Candace Pagliara Assistant City Attorney M&C: 24 _0992 Approval Date:11.12.2024 Form 1295: N/A DANIEL GRIFFITH Ground Lease Agreement LEASE SITE 31 N-1 Fort Worth SplithsAli-port Page 19 of24 4.d44�pn�Il " F �oRr 0 0 ATTEST: ~° v 0ao o=4 0, * o°° °o * N Y p nEXASoo By. (� Jannette S. Goodall City Secretary Rpg OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Compliance Manager: By signing, I acknowledge that I any the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 2a�6a�.m �ea�;C Barbara Goodwin Real Property Manager By: Date: STATE OF T-L� 0AISSIwriPt § COUNTY OF TARR A W ATTEST: BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared DANIEL GRIFFITH, 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 DANIEL GRIFFITH, and that he executed the same as the act of DANIEL GRIFFITH for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 8-Uµ day QC T"3ez , 2024. 4 Notary Public in and for the State of Wacas M i 5sI sSlpp) AANHM GRIFFITH Ground Lease Agreement LEASE SITE 3IN-13 Fort Worth Spinks Ali -port Page 20 of 24 •r �SSISS�pA/• ••l��' QL18Llc '• •• AO 0) tea � r ♦����� Sri • EXHIBIT A REAL PROPERTY DESCRIPTION AND MAP FOR LEASE SITE 31N-B LEGAL LAND DESCRIPTION LEASE SITE BEING a potion of that cetaA tract of land in ti,r Haam LA* SuNvy, Abstract No. 930, City of Forth WOO, Tarrant County, Texas, described as Block 5, Fat Worth Spinks Airport (hereinafter referred to as Block 5), an addition to the City of Fort Worth, Tarrant County, Texas, according to the: plat recorded In Cabinet A, Slide 353, Plat Records, Tan ant County, Texas, and bring more particularly described, by meths and bounds, as follows: COMMENCING at a one-half inch lion rod found for tt'xr Northeast comes of said Bkxk 5, saw being a Yi'estoly corner of that certain tract of land described as Tract I in a Special Warranty Deed to Paslay Ventures, INC. (herelnaftw refened to as Tract I), as reeaded in Instrument Number D218247486, Official Public Records, Tarrant County, Texas (O.P.R,T.C.T.); THENCE South 00 degree; 12 minutes 32 seconds West with the common line behveen said Block 5 and said Tract I, a distance of 318.11 feet to a mag nail set in corKivte pavement; THENCE South 89 degrees 57 minutes 11 seconds West, departing the Wrstedy line of said Tract 1, crossing said Block 5, a distance of 132,90 fret to a five•eighths inch lion rod with plastic cap stamped "RPLS 4638" set for the PLACE OF BEGINNING; THENCE South 00 degree, 01 minute 23 seconds West, continue crossing said Block 5, a distance of 137.55 fret to a five -eighths Inch iron rod with plastic cap stamped "RPLS 4838" found fa coiner; THENCE SorAh 89 degrees 34 minutes 40 seconds Kest, continue crossing said Block 5, a distance of 304,58 fret to a fi%v-eighths inch iron rod with plastic cap stamped "RPLS 483T set for cotner, THENCE north 00 degrees 03 minutes 39 seconds Kest, continue crossing said Block 5, a distance of 139.54 felt to a m3o nail set in concrete pavement for comer, same bring the center of a taxi sbipe; THENCE north 89 degiews 57 minutes 11 seconds East with said taxi snipe, a distance of 304.77 feet to the PLACE OF BEGINNING, and cortainiN a cakulated area of 0,969 acfes (42,211 square feet) of land. FORT WORT FORT WORTH SP11kKS AIRPORT jr' B A N N IS T E R LEASE SITE 7 E Ia G I N E E i2 I iN G ,.n e.e...rauelr h�, rx ltca7l.»MJ 14w lax Ml:AS/a. PORTION OF BLOCK 5 K:leers ilc-gw m W 30193M CITY OF FORT WORTH, TARRANT COUNTY, TEXAS F-Kt %� „::+mr 1 00. 1,W=4 I nn. r a: 1 c,. " y I cr.e.a pq FIN BANIGL GRII�lFI7'H Ground Lease Agreement LEASE SITE 31 N-8 Fart R'or oh SpInla Airport Page21 of24 FtXNjs,a• PASLAYYENTURE&V4C- Mm r..o � (TRACr III is MU ENT fit*WFA DML-47486, i LP-RT.C7. Q 1 PLACE OF COMMENCING Fits pw cvltrrl[ R F"D lit' IRON ROD = PA"WEx1 FA)RnlEwsf coanfR of MOCKS -• ,•.- AIRA 1RT Ct ffMl tl lM RMWENt r, FORT IYORTH 9nW, AIRPORT Z GOINET A, SLIDE 353, P.R. T.C-T. PACLAY GGS t4 VUT0Z4T No 1. ASMW IIAD-1983 COORDINATE VENTURES W. r M sYSTEm(2011) INSTMR•IENr N: 6,890,344.76 aj TEAks NORTH CENTRAL tow tJLIt4BER E: 2,334, l48 78 ' ~ GRID COMWINATES M D218247593 t N. 6"3flw80 I1.P.R.T.G^ T. GE14EM NOTES E 2334,2r M UTITUDE' IazA1" 1.ArmudnAm aM baminp'Jtol(n herem are Teas Cxt 5rWe �� I LVIGMIDE W971 Is Pi' S'y�, HAD83 (201I) Teas ROOM. Cwhal lurk 41201:. AD J%Wwes skwa lrhiM are wfxe 46WOe4. ,atlkss olrwWse Etc X3a S rr ly ncAk13_ it )RT Ih ATH 5P'T1W5AIRPPASIAY 1. AL wm rraH set att a fw,d (IRS ar4W IRF) ate 5�bmch mlh a A. IRT VEmnfRES. I c. A G�BINE7 . SLIDE 353 • O"it cap stawpid "RPL5 4H3$'. AM h" u[x arats sliwm P.R.T.C.T. (TRACTI) hm" am 6etrred to 1Rk (0v*0mg u mura(ft I INSTRUMENT PLACE ()F Dz!'WER 6 JJJ © !IATAVAIA-, ® BEGINNING IT).P,R,r.c.T. " Ul& P!M ' kLV%K r c� Ahu- -4�_atrs�x NW 57' IIT 304.77' �_s .• -nuavut Q •�' LEASE SITE" S890 57' 1VW 0,969 ACRE OR _ 132.90' ii 4z 211 SQUARE FEET II -T ii rcu+o, r - 500° 01' 23')V 137.55' *� CURRENT LEASE SITE i 31'N 79.00' PREPARED AQRIL 10, 2020 - IUt.LLW EDrd M CA WR LIK 62,75" F NvrW.MOALk wiR�(I+ [ t1 } I IF:,OMsyswt4El�1csi:,7cihkG3dklias I yl }I F. 2s5741t is [I11T1[7UF:. K1' SA .1l' �\ f f ► � 4 Y rI :)1F..1tl10[. IMY FC t� O T )• ts4s 1 - S89- 34' -;O-W 304.58' f P �r �S`� •.� BLr XX 5 !• L(,� 1 III _ • i �L..*............ !' 9 � � 20.00 I Ft1RT MA IRTFI SIOINKS AIRA IR7 ., '1�",.; -'A `4 CABWET A. SLIDE 353, P.R.T.C.T. wA` [I17 Lod culentl mf EU CK 5 v 5.87 I F 1RT � SPINES u> a AfO+A rRT S MET& !<M CABINET A, �, r - wWAA T SLIDE 353 R9 �� P.R.T.C.T, tww r1 1 ! LEGEND (UT 91O C7 Q k� a tt1•lM=F;h R'GN7. rutlRNr Flr„ Tp tli SIY F clTE i�l V LEASE SITE 32-N t111-"tiY FtLfTID UIIdi[WSSI PREPARED APRIL 7, urr.rr_r.crrirmmay- PF._a.sv,!%mlwUY-m-,,tLKws 1996 - Pa•c•. RAI ncLoDs. TWONT mJrTr. ILMS ORT 1 V R 4 - 7 -"hLF PJIL _t, t tY1tK ww r laT IFA�'ff,Rr'EM ❑ NARA FlTT? ..-.Art FI•.AY mot. WI— WartR uht FORT WORTH SP1NK5 AIRPORT jr' B A N N IS TIER LEASE SITE 1 E N G I N E E R I N G :4-,W�Mtt.1P—d jma.-Ww, tx 71al 1 a77.84: 1t7911 It!eA: Lfsr PORTION OF BLOCK 5 T%tS A(GFSTRAnON NO- 10193b13 Y CITY OF FORT WORTH, TARRANT COUNTY, TEXAS F. AM +7J-.'%-Mt I rott: s•Is nH I Pap l d l Ir•a m a: sA uwam tY HDI DANIEL GRIMM Ground Lease Ageement LEASE SITE 31N-B Fort'Worth Spinks Airport Page 22 of 24 EXHIBIT B FORT WORTH atinnr EXHIBIT B -MINIMUM INSURANCE REI]UIREMENTS Prop". Carmereiai µanparl<eePers Erwnronrrwml Aircraft Pas sender Autcmcb `e bat v"'ty (To Cacc�ory Gerw� � kTp-�� o In$ude N red 4 rro raw+ Pd IrtSr�artce Llabd-Ty wa,+ty Lrat.lRy Lability V ehiN.es s l Fr.ed Base Operators IFBO's) ees $5.13OD.o00 S5.0DO.DCO 31.000A00 $ 1.000.0G0 Arcraft klinteraarx* Operator and Avrormes or Imsb%mwi h',x-e ante 'S $1.0MOM S1.00FI.19DD $ 1.0003O OV ermor-Prstcn i..rcr-t 0.l&nt-p.rr=e Operator WA Avivics or Mstr.+nnt RL;rntenAnoe - $5!000-70L' 31.M0.000 S 1.000,DOD Operator-Turl>Ae Avkxrc-s cr Instmimeni IkUntenar.-- $1,C00,000 S 1,t100,OC4 Operator 18enenv"w Ontyl ok 4, J1 Rectal or RrahtTranng 5 $1,f7Cs?CLrO' S1,050.000roa;.tsrres�ce S 1,00D.DC0 Operatw Si OD,L'ODpasserger A,rcr,f ChNw or Arcraft 5 51.000,C40 SS.=.=Occwr noe S 1.DDO,00O Alanagerrserll Operarnr s 5506 000'P*SsenOa' 5 31,C+JO.ODo ocswrerrr A,rcrafl Sades Operalw 51,0D0,00D S 000,000 .5 5100 iY4' s t� �Sref s $1,000.coo 31,COD.000 Ascraft Storage OperAw 5 SF.0w,000 S5.oca.Cr]0 ` S 1,000000 Avutiol Serwx Sole Propnotor t 51,O00.0DO' S1.000.0oo'oocurrertce $100.Ci13'passen2r' S 2M000 other C-wavraercial Aeronautical Aci v*ft S,.DOO.30C SwD.GDO oar •x S 1-O00.00D Temporary SPz=ral¢M A,"on $1,0M.3m SINW.CAO'OoCvrrer`+_4 S 1.000.000 Serwe Operator Nos-CGrrvneraal Hangar Lessee s SX*.OWoovurrerr--e S 1.0DO.000 Non-Garvnerdal Fyrg Ckb 5 S1.00O.000.'orjrrc.,_e 3 1,0130.OD0 S100,000,'passenaef ton-Ccmt rnercui Self-Fue" s S 1.0m.000 $1,000,DDO VMO00,occurwr x- $ 1.000,000 Penn ee (let Fuel ar4orkx asl Non -Commercial Self FuON Perm*e $5D0.000 S3DODMoccurrer.:e S JAftematite Fueis e o mmasI Boc Hangar. T-banger. Cc.a,rwn-y 5 53DO l)(Mocturronoe S Hangar 09W nsur,r:)e •e qu •e—r s s-rt*l to de9tsl[ea2bM by Avac" Depafirert And Risk LbnagemenL Addaorai InsurweeRequireneMs -LtsseE s pok-rs xe to of a,msry ray any oTws vx,zF Arad mrw--L+e x^su-m-we a.Z ?.I&e 10 "w Crty At pd oes st>A5 .-;.a,de a Piave: d 5L,wo}at n n tallot d tte C✓ry 1Temrap ra^y `A X� rrist asa rrruoe A. -+art Lester -The Cay of Fort Worth srtl I . ; AddVanal Iry mx-A rTerrip"ary SW--.O must 31so e*-, ode Avg L_ess{4l •Pot.�es slsait �r rs4 .. , , , ,� .. � +vtt+-rr n±`trx+ rayify ax aanrad trwm rggnrM :nes d ar�eraar, na de-:mA;F su rres a" . .. • , CAAwage per m raft shouts b equ w3lent tole a;rtr3ge. arc raft value at one tare arri ecaerage per cccu err:e shoJd be e4u4-afeM to'Pe average of Etta rrAorrwn value d total a,: raft at ore are. but rot'ess fl%w :Fe amamt noted above Whist inca,de N g6pm fnstnactbrt Cooerage ' If arcrfl %forage cger3tor ;s pre sJing suts eastna space for xretaft stormy_ r O„ ly requred for those prood°rg Rrdhl Vnstrwtort s Defends an terms of the ]ease aa•e ernent It %*iucte Darked landsde - State ninlmums would xi* Aviation Minimum Standards. CayofFort 'north Avi3tPDtOepvaWwt(0P)D32QM) DANIEL GRIFFITH Ground Lease Agrmment LEASE SITE 31N-B Fort NVotlit Spinks Airport Page 23 424 2".O,OOD 250.000 PROPERTl INSURANCE DEFINITIONS: Coverage, fat the Builrg ,n_:, '25 +t .s -...t %: , :eo to tre tuni ng and stf�-.tares. camp =.ea apc 6Cn5 to covered bodhrsys. outdoor !inures. permanency installed Enures. macninery and equipment. The budding material used to maintain and service the insured s premises is also insured Business Personal Property owned by the insured and used in the ins ured's business is covered for direct loss or damage The coverage includes Ibut is not t.miled to furnture and futures, stock. improvements and betterments, leased properly for which you have a contractual obligation to insure aryd se,sioratother sim4ar business property items when not spechfca"y excluded from coverage The policy is also designed to protect tie insured against toss or damage tot" Personal Property of Others whole in the insured's care. custody and control Business tnoome I%omet,mes cat-ed Busyness ITVerruptanI affords protection ago nst the loss of earmNs of a bus mess during the tme requrred to rebifdd or repay covered property damaged or destroyed by Fie or some other insured cause of loss. E.tra E<pense a'tows coverage for those addtorial expenses over and above normal operatr'g e'pens#$ paid due to damage to covered property from a covered cerise of'oss. These expenses could �nc*We rent. ut i : es, moving expenses, telephone. advertis rig and labor This coverage protects the insured for bodly injury or property damage to the third parties, for which they are legally fable. The po',cy covers ac•:idents occurring on the prem ses or away from the premises- Coverage is provided for !nl'xy or damages arising out of goods or prodAts made or sold t-y the r amod ins .red_ Coverage A al'orded for tFe Tarred msu^ed and employees of the named insured. Fowev#r, several nlh-duals and organizations other than the rimed insured Tray be covered deper+dng rpon certain crcu-stances specified nth* poky. In addrtwn to the Marts. We policy pro•.ides supplementat pagrrerts for artorney fees. mar. cos 5 and Otf er erp611se5 assoc Wed with a claim or the defense of a fiabr}ty swl Coverage A . Bodily Injury and Properly Damage Liability CO«IERCIAL GENERAL Bodily injury means physical injury. sr:kness or disease, including death Property Damage means physical injury LIABILM to tangible property. in-_tudmg the result•ng i-,ss of use of that property Coverage B - Personal Injury and AdrertisIng Injury Liability Personal injury means false arrest. malcious prosecution. wrongful entry or ewntion. We]. slander and violations of a persons right of privacy Advertising Injury means abet slander, disparagement, violations of a person's right of privacy. misappropriation and copyright Miringement. Coverage C - Medical Paynwnts Medical Payments means medical expenses for bodily ntury caused by an accident I3A\G.4ILKEEPERS Insures the hanger operator tot legal obtpatuns to pay damages due to lass to an aircraft that occurs when the aircraft cis in the care. custody or control of the Insured for safekeeping storage• servo[# or repair. Coverage LIABILPII extends to iubility claims involving an arcraft's loss of use. Insures the pollution eyposure associated with the insured's property and operations, fnctudmg costs of cleanup and remedial or corrective action due lo a thrd•party demard or a government order. The Polk'ton excUsion in general ENR IRO\IEN TAL tiaUity insurance effectively e'.minates coverage for damages for bodily injury, property damage and cleanup costs I\IPIRME\7 LIABILM arising from most types of poUion evens Because of this. customized protecton for the pollution erposure of numerous insureds in this category is essental Coverage geared spevi",caty to the operation of aircraft and the nsk s involved in aviation Aviation insurance policies are cintrnctlydi ferent from tMose (brother areas of transportation and tend to incorporate aviation AIRCRAFT A.�TD termc4logy. as %eg as terminoagy, lands and cLtwses sp-c�`C to avlalxm insurar5ap Passenger uabmy protects PASSENGER LIABILTfi passengers nding n the accident aircraft who are ml h,red or kr'red, In many couW*s his cor'erage is mandatory Orly for corrrremiat or large aircraft Coveray# is often sold an a "pet seat" basis. w*.n a spec -wed limit for each passenger seat The Ihabhkty coverage of the Business Auto Poky provides protection against legal !abMy arising owl of the ALTOMOBILE LIABILTTl owmershp, maintenance or use of any insured automobJe. The insunng agreement agrees to pay for bodily injury ITO INC WDE HIRED & ,r property damage for w`nich "insured is legally respansUe, because of an xAo mobile accident The policy also tates that, at addhon to the payment of damages, the insurer also agrees to de�erd tie insured for all legal NON -OWNED \ED N'EIiiICLESt s defense cost The de$-"e cis in addition to tine po'rEy'tn :s 1►AI\TER OF An agreement between two parties in whrh one party agrees to waive subrogation rights against another in the event of a loss The intent is to prevent one party's insurer from purswng subrogation against the other party. SUBROGATION Aviation Mininxann Standards, Ccyof Fart Wcrth Avricn Department 106,0312014f DANIEL GRIFFITH Ground Lease Agnecmcnt LEASE SITE 31N-B Fort Worth Spinks Alf -tort Page 24 of 24 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create New From This M&C DATE: 11/12/2024 REFERENCE **M&C 24- NO.: 0992 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas F0RTV 0RTH 55FWS TERM AND NEW LEASE AGMNT, LEASE STE 31 N, DANIEL GRIFFITH NO SUBJECT: (CD 8) Authorize Termination of City Secretary Contract No. 50902 as Amended and Authorize Execution of a New Hangar and Ground Lease Agreement for Approximately 65,907 Square Feet of Ground Space Known as Lease Site 31 N-A and Authorize Execution of a New Ground Lease Agreement for Approximately 42,211 Square Feet of Ground Space Known as Lease Site 31 N-B with Daniel Griffith at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council: 1. Authorize termination of City Secretary Contract No. 50902 as amended; 2. Authorize execution of a new hangar and ground lease agreement for approximately 65,907 square feet of ground space, which includes a 12,000 square foot hangar known as Lease Site 31N-A; and 3. Authorize execution of a new ground lease agreement for approximately 42,211 square feet of ground space known as Lease Site 31N-B with Daniel Griffith at Fort Worth Spinks Airport. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize termination of City Secretary Contract No. (CSC) 50902, as amended and authorize execution of a new hangar and ground lease agreement for approximately 65,907 square feet of ground space, which includes a 12,000 square foot hangar known as Lease Site 31 N-A, and authorize execution of a new ground lease agreement for approximately 42,211 square feet of ground space known as Lease Site 31 N-B with Daniel Griffith at Fort Worth Spinks Airport. On or about June 22, 2018, through M&C C-28726, City Council authorized execution of CSC 50902, a Hangar and Ground Lease Agreement consisting of 48,817 square feet of ground space and a 12,000 square foot hangar, known as Lease Site 31 N with Daniel Griffith (Lessee) at Fort Worth Spinks Airport. The initial term of the lease commenced on June 13, 2018 and expires on June 12, 2048 with no options to renew. On or about August 2, 2019, through M&C C-29145, City Council authorized execution of CSC 50902 A-1, Lease Amendment No. 1 to expand the ground space of Lease Site 31 N from 48,817 square feet to 78,229 square feet to facilitate new hangar construction. In 2021, the Lessee completed construction of a 15,000 square foot building, containing six (6) 50X50 box hangar units. In recognition of the Lessee's investment in the construction of the box hangars and to expand the footprint of the lease to include additional ramp space, the City and Lessee now wish to terminate CSC 50902 and enter into two separate agreements, as described below: 31N-A - A hangar and ground lease agreement for approximately 65,907 square feet of ground space, which includes an existing 12,000 square foot hangar. The lease will expire on June 12, 2048 with no options to renew. In consideration for a significant investment by the Lessee to rehabilitate the hangar, the lease terms established in 2018, along with agreed upon rate escalators will remain consistent for the new lease agreement. Additional mandatory http://apps.cfwnet.org/council packet/mc review. asp?ID=3 2 69 8 &councildate= I 1/ 12/2024 11/11/2024 M&C Review Page 2 of 2 improvements will include construction of a 15-foot concrete pad extension with two access ramps to be used as a helipad. Total revenue received for 31N-A will be approximately $20,431.17 annually, payable in monthly installments of $1,702.60. 31N-B - A ground lease agreement for approximately 42,211 square feet of ground space, to include already constructed mandatory improvements. The lease will expire on June 12, 2051 with no options to renew. Total revenue received for 31N-13 will be approximately $13,085.41, payable in monthly installments of $1,090.45. 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. Five-year rate adjustments will be applied to the ground rate starting on October 1, 2028, 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 termination of CSC 50902, as amended, and the new ground lease agreements. 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 agreements, 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 I Project I Program Activity ID ID FROM Fund Department Account Project ID ID Submitted for Citv Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # I Amount Year (Chartfield 2) Budget Reference # Amount Year (Chartfield 2) Valerie Washington (6199) Roger Venables (5402) Ricardo Barcelo (5403) FID TABLE.xlsx (CFW Internal) LOCATION MAP 31 N-A and 31 N-B.pdf (CFW Internal) http://apps.cfwnet.org/council packet/mc review. asp?ID=32698&councildate=11/12/2024 11/11/2024