HomeMy WebLinkAboutContract 62854Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
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FORT WORTH SPINKS AIRPORT
GROUND LEASE AGREEMENT
LEASE SITES E-23 AND E-24
TEXAS SKY HARBOR LLC
This GROUND LEASE AGREEMENT (“Lease”) is made and entered into by and
between the CITY OF FORT WORTH (“Lessor” or the “City”), a home rule municipal
corporation organized under the laws of the State of Texas, acting by and through Valerie
Washington, its duly authorized Assistant City Manager, and TEXAS SKY HARBOR LLC.
(“Lessee”), a Texas corporation, acting by and through DANIEL GRIFFITH, its duly authorized
Manager.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee a total of 97,585 square feet of ground space ("Ground"),
at Fort Worth Spinks Airport ("Airport") in Fort Worth, Tarrant County, Texas,
collectively identified as Lease Sites E-23 & E-24, (“Premises”), as shown in Exhibit “A”,
attached hereto and hereby made a part of this Lease for all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The Initial Term of this Lease shall commence on the date of execution (“Effective
Date”) and expire at 11:59 PM (30) thirty years following the Effective Date, 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 one (1)option to
renew for an additional (10) ten year term (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.
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
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Ground Lease Agreement
Fort Worth Spinks Airport
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schedule in effect at the time of the Holdover. The hangar rate will be adjusted to
equal the then Fair Market Value,as determined by Lessor’s market analysis. In no
case shall the hangar rate be less than the value assessed upon completion of a
property appraisal completed by a third party vendor that has been approved and
secured by Lessor. A ten percent (10%) increase will be added to the Fair Market
Value rate until a new lease agreement is approved and executed. The holdover
period will not exceed six (6) months from the time the current lease agreement
expires. Upon the expiration of the holdover period, the City may exercise all legal
rights and remedies available, including but not limited to eviction.
3. RENT.
3.1. Ground Rate.
Lessee shall commence the payment of rent for the Ground on the Effective Date.
Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground,
Thirty Thousand Two Hundred Fifty-One Dollars and 35/100 ($30,251.35), at a rate
of current rate ($0.31)per square foot, payable in equal monthly installments of Two
Thousand Five Hundred TwentyDollars and 95/100 ($2,520.95).
3.2. Rate Adjustments.
3.2.1. Consumer Price Index Adjustments.
The rental rates under this Lease are based on Lessor’s current published
Schedule of Rates and Charges. Rental rates are subject to increase
beginning October 1, 2025, and on October 1st of any subsequent year
during the Initial Term and any Renewal Term, to reflect any upward change
in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area,
as announced by the United States Department of Labor or successor agency
(i) for the first increase, since the Effective Date of this Lease and (ii) for
each subsequent increase, since the effective date of the last increase (the
“Annual Rent Adjustment”); provided, however, that Lessee’s rental rates
shall not exceed the then-current rates prescribed by Lessor's published
Schedule of Rates and Charges.
3.2.2. Five-Year Adjustments, Ground Rate.
In addition to the Annual Rent Adjustments, on October 1, 2030, and every
fifth (5th) year thereafter for the remainder of the term of the Initial Term
(i.e. on October 1st of 2035, 2040, 2045, 2050, 2055), the Ground rental rate
shall automatically be adjusted to equal the then-current rates prescribed by
the Schedule of Rates and Charges.
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Ground Lease Agreement
Fort Worth Spinks Airport
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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 after the tenth (10th) day
of the month for which payment is due. Without limiting Lessor’s termination
rights as provided by this Lease, Lessor will assess a late penalty charge of ten
percent (10%) per month on the entire balance of any overdue rent that Lessee may
accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
As additional security for this Lease, Lessee covenants and agrees that it shall
construct the improvements set forth below on the Premises owned by the City of
Fort Worth. The improvements approved shall be referred to as "Mandatory
Improvements", as referenced in Exhibit “B”.
4.1.1. Phase I - Lessee shall commence construction within nine (9) months
following the execution of this Lease. Construction and issuance of a Certificate of
Occupancy of a six (6) bay 50’X50’ box hangar unit, and an approximately
associated apron and vehicle parking spaces shall be completed no later than twenty-
one (21) months after construction commenced.
4.1.2. Phase II - Lessee shall commence construction within six (6) months
following the completion of Phase I. Construction and issuance of a Certificate of
Occupancy of a twelve (12) bay t-hangar unit, and an approximately associated
apron and vehicle parking spaces shall be completed no later than twenty-four (24)
months after construction commenced.
4.1.3. Lessee shall complete the Mandatory Improvements according to the Project
Schedule (“Schedule”), as identified in Exhibit “B-1”. For each major task on the
Schedule, Lessee shall provide, at a minimum, a 24-hour advance notice of
commencement.
4.1.4. At the completion of construction, Lessee shall provide to the Lessor: a copy
of the Certificate of Occupancy, a complete set of Record Drawings and/or As-Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Mandatory Improvements.
Lessee shall fully comply with all provisions of this Section 4 in the performance of any
such Mandatory Improvements. Should construction not be completed as evidenced by the
issuance of a Certificate of Occupancy within the applicable time period set forth above,
Lessee shall be in default of this Lease and Lessor shall terminate Lessee’s rights to the
Premises in its entirety.
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Ground Lease Agreement
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In the event that Lessor and Lessee agree to deviate from the terms, provisions,
specifications or conditions of this Lease in any way, an Amendment to the Lease shall be
signed and dated by both Lessor and Lessee and shall be attached to and made a part of this
Lease and shall supersede the previous terms, provisions, and specifications as specifically
identified. Upon issuance of the Certificate of Occupancy Lessor shall take full title to the
Mandatory Improvements on the Premises.
The commencement and completion dates in this Section 4.1 are subject to the provisions of
Section 27 below, and any delay by reason of force majeure shall result in a day-for-day
extension of the period for performance, provided that the party is diligently and
continuously pursuing in good faith a remedy to the delay during such time.
4.2. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on or to the Premises (collectively,
“Improvements”) so long as it first submits all plans, specifications and estimates
for the costs of the proposed work in writing and also requests and receives in
writing approval from the Director of Aviation or authorized representative
(“Director”). Lessor agrees to respond in writing to Lessee’s requests for approval
within thirty (30) calendar days of receipt of such requests. Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
undertaking of any such Improvements. Lessor shall take full title to any
Improvements on the Premises upon the expiration or earlier termination of this
Lease, provided that trade fixtures shall remain the property of Lessee and may be
removed so long as Lessee repairs any damage caused thereby.
4.3. Process for Approval of Plans.
Lessee’s plans for Improvements shall conform to the Airport’s architectural
standards and must also receive written approval from the City’s Departments of
Planning and Development and Transportation and Public Works. All plans,
specifications and work shall conform to all federal, state and local laws,
ordinances, rules and regulations in force at the time that the plans are presented for
review.
4.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Improvement, including, at a minimum, as-built drawings of each project.
As-built drawings shall be new drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in computer
format as requested by Lessor.
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Ground Lease Agreement
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4.5. Bonds Required of Lessee.
Prior to the commencement of any Mandatory Improvement or 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 bond shall guarantee (i) satisfactory
compliance by Lessee with all applicable requirements, terms and conditions of this
Lease, including, but not limited to, the satisfactory completion of the respective
Improvements, and (ii) full payments to all persons, firms, corporations or other
entities with whom Lessee has a direct relationship for the construction of such
Improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas-Fort Worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the
respective Improvements, or if claims are filed by third parties on grounds relating
to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee’s cash deposit or certificate of deposit and apply the proceeds to complete
the Improvements or satisfy the claims, provided that any balance shall be remitted
to Lessee.
4.6. Bonds Required of Lessee’s Contractors.
Prior to the commencement of any Mandatory or Discretionary Improvement,
Lessee’s respective prime contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code,
Chapter 2253, as amended, in the amount of the respective contract price to cover
the costs of all work performed under such contractor’s contract for such
Improvements. Lessee’s prime contractor shall also furnish a maintenance bond in
an amount equal to the contract price as security to protect Lessor against any
defects in any portion of the improvements. The maintenance bond shall remain in
effect for two (2) years after the date of final acceptance of the improvement by the
Lessor. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Improvements. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used in
the performance of the construction contract. Such bonds shall name both Lessor
and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5.
shall apply.
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Ground Lease Agreement
Fort Worth Spinks Airport
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4.7. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor’s certificate of deposit upon (i), where
Lessee serves as its own contractor, verification that Lessee has completed
construction work or (ii), where Lessee uses a contractor, receipt of the contractor’s
invoice and verification that the contractor has completed its work and released
Lessee to the extent of Lessee’s payment for such work, including bills paid,
affidavits and waivers of liens.
5. USE OF 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, including the entire hangar, to various third
parties (“Sublessees”) for aviation-related purposes only under terms and conditions
acceptable to and determined by Lessee., provided that all such arrangements for subleases
with a term greater than five (5) years shall be in writing and approved in advance by
Lessor. All written agreements executed by Lessee to Sublessees for any portion of the
Premises shall contain terms and conditions that (i) do not conflict with Lessee’s duties and
obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii)
restrict the use of the Premises to aircraft storage or other aviation or aviation-related
purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar
facilities in a fair and non-discriminatory manner. Lessee shall use a standard lease form
for all Sublessees and shall submit a copy of such standard lease form, including rental rates
,without regard to lease terms, to the Director prior to Lessee’s execution of its first lease
and from time to time thereafter following any material changes to such lease form,
including, without limitation, any changes to Lessee’s rental rates for portions of the
Premises. Lessee may make non-material modifications to its standard lease to the extent
that such are not contrary to Lessor’s Sponsor’s Assurances.
6. REPORTS, AUDITS AND RECORDKEEPING.
Lessor reserves the right to require Lessee to provide Lessor with a written annual report, in
a form acceptable to the Director, that reflects Lessee’s rental rates for any subleases of the
Premises in the immediately preceding calendar year. If required, such written annual
report shall be provided to Lessor within thirty (30) days following the end of the preceding
calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a
more frequent basis that reflect Lessee’s rental rates for the period requested by Lessor.
These reports shall be delivered to Lessor’s Department of Aviation at the address provided
in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to
Lessee’s operations at the Airport and other obligations hereunder in accordance with
Lessee’s current basis of accounting or, if Lessee changes such basis, in a manner
satisfactory to Lessor’s Internal Auditor and at a location within the City of Fort Worth.
Lessee’s basis of accounting will be deemed to be to the satisfaction of Lessor’s Internal
Auditor if it is in compliance with industry standards or generally accepted accounting
principles. Upon Lessor’s request and following reasonable advance notice, Lessee will
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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 excepted. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee’s
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement,
grass and weed management on the Premises and adjacent easement. Lessee shall
be responsible for all damages caused by Lessee, its agents, servants, employees,
contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or
otherwise cure all such damages at Lessee’s sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee’s sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered
by Lessee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise,
gas or odors, or from causes of any other matter.
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
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Ground Lease Agreement
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amended (“ADA”). In addition, Lessee agrees that all improvements it makes at the
Airport shall comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee’s ordinary business
hours and shall use its best efforts to provide Lessee at least four (4) hours’ notice
prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will
reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement
will be due on the date of Lessee’s next monthly rent payment following completion
of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
8.3.4. Lessee will permit the City’s Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth Fire Code and Building Code provisions
regarding fire safety, as such provisions exist or may hereafter be amended. Lessee
shall maintain in proper condition accessible fire extinguishers of a number and type
approved by the Fire Marshal or his or her authorized agents for the particular
hazard involved.
8.4. Environmental Remediation.
To the best of Lessor’s knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. 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 REGULATIONS OR STANDARDS THAT IS CAUSED
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BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the hangar or Premises related to Lessee’s business
operations. Such signs, however, must be in keeping with the size, color, location and
manner of display of other signs at the Airport. Lessee shall maintain all such signs in a
safe, neat, sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building or
other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport, constitute a hazard to aircraft or diminish the capability of existing or future
avigational or navigational aids used at the Airport.
10.2. Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements.
10.3. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee’s primary operations on the
Premises (“Limitation”) for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
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
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Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days’
written notice to Lessor.
10.4. During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days, this Lease shall
continue in full force and effect. If the Limitation lasts more than seven (7) calendar
days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee’s option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days’ written
notice to Lessor.
10.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor’s Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee’s
rights and privileges hereunder shall be subordinate to the Sponsor’s Assurances.
10.6. Lessee’s rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
electric, gas, water, sewer, communication or other utility companies. Lessee’s
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly-owned property for the provision of
utility services.
10.7. Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
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access during the construction phase of airport improvements, unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state, federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use, occupancy, maintenance, existence or
location of the Premises. Lessee shall obtain the required insurance specified to be
maintained by a commercial tenant in accordance with Exhibit “C”, the “City of Fort
Worth Aviation Insurance Requirements” attached hereto and made part of this Lease for all
purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.1. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor’s option and as necessary to
cover Lessee’s and any Sublessees’ operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2 Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as more particularly set forth in Exhibit “C”, which is
attached hereto and incorporated herein for all purposes.
11.3 As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30)
days prior to the expiration of any insurance policy required hereunder, it shall
provide Lessor with a new or renewal certificate of insurance. In addition, Lessee
shall, at Lessor’s request, provide Lessor with evidence that it has maintained such
coverage in full force and effect.
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
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officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between Lessor and Lessee.
13. INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BY LAW,
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE’S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
LESSEE’S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR’S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION 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 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
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 13 of 31
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1. Failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee’s failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following receipt of such written
notice to cure, adjust or correct the problem to the standard existing prior to the
breach. If Lessee fails to cure the breach or default within such time period, Lessor
shall have the right to terminate this Lease immediately, unless such breach or
default is not susceptible to cure within thirty (30) calendar days, in which event
Lessee shall have such additional time to effect a cure as determined by Lessor.
14.3. Abandonment or Non-Use of the Premises.
Lessee’s abandonment or non-use of the Premises for any reason for more than
thirty (30) consecutive calendar days shall constitute grounds for immediate
termination of this Lease by Lessor, unless such non-use is caused by Force
Majeure, as set forth in Section 27 below.
14.4. Lessee’s Financial Obligations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
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14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, all rights, powers and privileges
granted to Lessee hereunder shall cease and Lessee shall vacate the Premises.
Within twenty (20) days following the effective date of termination or expiration,
Lessee shall remove from the Premises all trade fixtures, tools, machinery,
equipment, materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of
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 (i) when hand-delivered to the other party at such addresses listed
below, or at such other addresses as the receiving party designates by proper notice to the
sending party, or (ii) three (3) days after being deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR:To LESSEE:
City of Fort Worth Texas Sky Harbor LLC
Aviation Department ATTN: Daniel Griffith
201 American Concourse, Suite 330 217 Man O War Ct.
Fort Worth, TX 76106 Burleson, Texas 76028
817/219-8471 /
dannyg@whitehawkworlwide.com
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
Lessee shall have the right to sublease portions or all of the Premises as provided by
and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign,
sell, convey, sublease or transfer the entirety of its rights, privileges, duties or
interests granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of Approved Assignments and Subleases.
As provided for in Section 5, if Lessor consents to any assignment or sublease, all
terms, covenants and agreements set forth in this Lease shall apply to the assignee or
sublessee, and such assignee or sublessee shall be bound by the terms and
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
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Fort Worth Spinks Airport
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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.
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 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, and minimum standards of Lessor; all rules and regulations and minimum
standards established by the Director; and all rules and regulations and minimum standards
adopted by the City Council pertaining to the conduct required at airports owned and
operated by the City, as such laws, ordinances, rules and regulations, and minimum
standards exist or may hereafter be amended or adopted. If Lessor notifies Lessee in
accordance with Section 15 above of any violation of such laws, ordinances, rules or
regulations, Lessee shall immediately desist from and correct the violation.
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.
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
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20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee’s use of the Premises on the
basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation, transgender, gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
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 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.
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
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Fort Worth Spinks Airport
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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;
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. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to
execute this agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. Each
party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
29. 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.
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
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30. CHAPTER 2270 OF THE TEXAS GOVERNMENT CODE.
Lessee acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
“boycott Israel” and “company” shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Lease, Lessee certifies that
Lessee’s signature provides written verification to the City that Lessee: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Lease.
31. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Lessor and Lessee, its
assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
[Signature Pages Follow]
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 19 of 31
IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples on
this the _____ day of ___________________, 202 .
CITY OF FORT WORTH:
By:By: __________________________
Valerie Washington Roger Venables
Assistant City Manager Aviation Systems Director
Date:
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 the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ____________ day
_________________________________, 202 .
Notary Public in and for the State of Texas
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
By:By: __________________________
Candace Pagliara
Assistant City Attorney
Jannette S. Goodall
City Secretary
M&C:
Date:
1295 Certificate Number:
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Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 21 of 31
EXHIBIT A – SURVEY
REAL PROPERTY DESCRIPTION AND MAP
FOR LEASE SITE E-23 and E-24
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 22 of 31
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 23 of 31
EXHIBIT “B”
MANDATORY IMPROVEMENTS
Phase I – Six (6) Bay 50’X50” Box Hangar Unit
• All mandatory improvements for Lease Site E-23 must be completed in accordance with Section 4 of
the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto.
• Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the FAA no less than sixty
(60) calendar days prior to the commencement of construction.
Lessee shall commence construction within six (6) months following the execution of this Lease.
Construction and issuance of a Certificate of Occupancy of a six (6) bay box hangar unit, and an
approximately associated apron and vehicle parking spaces shall be completed no later than twenty-one (21)
months after construction commenced.
Phase II - Approximately 17,864 Square Feet T-Hangar Facility
• All mandatory improvements for Lease Site E-24 must be completed in accordance with Section 4 of
the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto.
• Lessee shall submit a 7460 Notice of Proposed Construction of the hangar to the FAA no less than sixty
(60) calendar days prior to the commencement of construction.
Lessee shall commence construction within six (6) months following the execution of this Lease.
Construction and issuance of a Certificate of Occupancy of a twelve (12) bay t-hangar unit, and an
approximately associated apron and vehicle parking spaces shall be completed no later than twenty-four
(24) months after construction commenced
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
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EXHIBIT “B-1”
PROJECT SCHEDULE
MANDATORY IMPROVEMENTS
LEASE SITES E-23 & E24
ACTIVITY E-23 E-24 START FINISH
Site Survey
Metes & Bounds
Airport/City Design Review
Preliminary
Final
Acquire Building Permits
FAA
Airspace Study - 7460
Construction
Pre-Construction Meeting
w/Airport
Staking
Utilities Coordination/Clearance
Site Grading, Contour, Excavation,
etc.
Hangar Foundation
Apron Paving
Parking Lot/Parking Spaces
Pedestrian Walkway(s), if
applicable
Concrete Quality Assurance Tests
Structure Build-out
Ramp/Hangar Lighting
Landscaping
Inspections
Final Inspection
Certificate of Occupancy
All provisions of the Lease and this Project Schedule shall be fully complied with in the
performance of any such Mandatory Improvements. Should construction not be completed as
evidenced by the issuance of a Certificate of Occupancy within the applicable time period set forth
above, Lessee shall be in default of the Lease and the Lessor shall terminate Lessee’s rights to the
Premises in its entirety.
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 25 of 31
EXHIBIT C
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Ground Lease Agreement
Fort Worth Spinks Airport
Page 26 of 31
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 27 of 31
EXHIBIT “D”
After recording, please
return original document to:
City of Fort Worth
Meacham International Airport
201 American Concourse, Suite 330
Fort Worth, Texas 76106
MEMORANDUM OF GROUND LEASE AGREEMENT
STATE OF TEXAS §
§
COUNTY OF TARRANT §
THIS MEMORANDUM OF GROUND LEASE AGREEMENT (this “Agreement”) is
executed to be effective as of ____________, 202 by and between THE CITY OF FORT
WORTH, a Texas home rule municipal corporation located at , Fort Worth,
Texas 76102 (“Lessor”), and ___________________________ a__________________
(“Lessee””).
1. Lessor and Lessee entered into that certain Ground Lease Agreement dated _____________
(the “Lease”), pursuant to which Lessor leased to Lessee, and Lessee leased from Lessor, certain
real property located in Tarrant County, Texas, described on Exhibit A, attached hereto and made a
part hereof (the “Premises”). Capitalized terms used herein but not defined herein shall have the
meanings given to them in the Lease.
2. Lessor and Lessee now desire to memorialize of record the existence of the Lease and give
notice of certain terms and provisions thereof.
3. Lessor hereby demises and leases to Lessee, and Lessee hereby takes and leases from Lessor
the Premises described in the Lease, upon all of the terms and conditions more particularly set forth
in the Lease.
4. The initial term of the Lease commenced on _______________ and will expire at ______
p.m. (Central) on _______________, unless (i) terminated earlier as provided in the Lease or (ii)
Lessee fails to diligently commence construction of the Mandatory Improvements, as defined
and set forth in Section ____ of the Lease, within six (6) months following the Effective Date,
in which case the Initial Term shall expire at 11:59 P.M. on _____________, _______ without
any renewal right as provided in Section _______. of the Lease.
5. Improvements, in which case, construction can occur if approval is provided by both
the City and the FAA.
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 28 of 31
6. This Agreement is executed for the purpose of recordation in the Official Public Records of
Real Property of Tarrant County, Texas in order to give constructive notice of all terms, provisions
and conditions of the Lease and is not intended, and shall not be construed, to define, limit or
modify the Lease.
7. In the event of any conflict or any inconsistency between the terms and provisions of the
Lease, on the one hand, and the terms and provisions of this Agreement, on the other hand, the
terms and provisions of the Lease shall control. Nothing contained in this Agreement shall alter,
modify or amend the provisions of the Lease, which remains in full force and effect according to all
of the terms and provisions thereof.
8. Additional provisions are as set forth in the Lease, including, without limitations, provisions
regarding ownership of improvements and an “option of ownership upon termination” of the
Improvements in favor of Landlord.
[Signature Page Follows]
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 29 of 31
EXECUTED to be effective as of the date first set forth above.
LESSOR:
CITY OF FORT WORTH,
a Texas home rule municipal corporation
By:
Valerie Washington, Assistant CityManager
STATE OF TEXAS §
§
COUNTY OF TARRANT §
I HEREBY CERTIFY that on or about this _____ day of __________, 202 , before me,
a Notary Public for the state aforesaid, personally appeared Valerie Washington, known to me
or satisfactorily proven to be the person whose name is subscribed to the foregoing Ground
Lease Agreement, who acknowledged that she is the Assistant City Manager of the City of Fort
Worth, that she has been duly authorized to execute, and has executed, such instrument on its
behalf for the purposes therein set forth; and that the same is its act and deed.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above
written.
Notary Public
My commission expires on
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
By: By: __________________________
Candace Pagliara, Jannette S. Goodall
Assistant City Attorney City Secretary
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
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LESSEE:
By:
[Name]
[Title]
STATE OF TEXAS §
§
COUNTY OF TARRANT §
I HEREBY CERTIFY that on or about this _____ day of _________, 202 , before me,
a Notary Public for the state aforesaid, personally appeared _____________, known to me
or satisfactorily proven to be the person whose name is subscribed to the foregoing Ground
Lease, who acknowledged that he is the _____________________ of _______________ and
that he has been duly authorized to execute, and has executed, such instrument on its behalf for
the purposes therein set forth; and that the same is its act and deed.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above
written.
Notary Public
My commission expires on
Texas Sky Harbor, LLC – Lease Sites E-23 and E-24
Ground Lease Agreement
Fort Worth Spinks Airport
Page 31 of 31
MAYOR AND COUNCIL COMMUNICATIONS
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
Page 1 of 2
Official site of the City of Fort Worth, Texas
F��T� ����
REFERENCE **M&C 25- 55FWS GRND LSE
DATE: 2/25/2025 NO.: 0166 LOG NAME: AGREEMENT SITES E-23 E-
24_TEXAS SKY HARBOR, LLC
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of a New Ground Lease Agreement Including Mandatory
Improvements for Approximately 97,585 Square Feet of Ground Space Known as Lease
Sites E-23 and E-24 with Texas Sky Harbor, LLC at Fort Worth Spinks Airport and a
Consent to Leasehold Deed of Trust with Texas Sky Harbor and American National Bank
of Texas for Lease Site E-23 and E-24 to Facilitate the Construction of Two New Hangar
Facilities
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a new ground lease agreement including mandatory improvements for
approximately 97,585 square feet of ground space known as Lease Sites E-23 and E-24 with
Texas Sky Harbor, LLC at Fort Worth Spinks Airport; and
2. Authorize execution of a Consent to Leasehold Deed of Trust for Lease Sites E-23 and E-24
with Texas Sky Harbor and American National Bank of Texas at Fort Worth Spinks Airport to
facilitate the construction of two new hangar facilities.
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 97,585 square feet of ground
space known as Lease Sites E-23 and E-24 with Texas Sky Harbor, LLC (TSH) at Fort Worth Spinks
Airport.
On or about March 15, 2024, in response to a Request for Expressions of Interest (RFEI), staff
received a request from TSH to lease ground space known as Lease Sites E-23 and E-24 to build box
hangars and t-hangars for needed aircraft storage at Fort Worth Spinks Airport (Airport). The total
amount of ground space for Lease Sites E-23 and E-24 collectively is approximately 97,585 square
feet. TSH will pay the current published ground rate for the Airport of $0.31 per square foot. Annual
Revenue generated from the Lease is approximately $30,251.35, paid in monthly installments of
approximately $2,520.95. 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-23 will include no less than a six (6) bay box hangar
unit containing six (6) approximately 50 feet wide by 50 feet deep box hangars and mandatory
improvements for Lease Site E-24 will include no less than twelve (12) t-hangar units, both with
approximately associated apron and vehicle parking space. Construction will be completed in two
phases. Phase one will commence construction for the mandatory improvements on or before the first
(1 st) 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 twenty-one (21) months from the
commencement of construction. Phase two will commence construction for the mandatory
improvements on or before the first (1 st) day of the sixth (6th) month after the completion of phase
one and construction to be completed no later than twenty-four (24) months from the commencement
of construction.
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33031&councildate=2/25/2025 2/25/2025
M&C Review
The term of the new ground lease will be thirty (30) years, effective upon execution of the ground
lease agreement, with one (1) option to renew for a ten (10) year term, 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, 2030, and every fifth year thereafter.
The Consent to Leasehold Deed of Trust will grant TSH's lender, American National Bank of Texas
the right, subject to the previous lien, to operate as Lessee or secure another tenant in place of TSH, if
previously approved by City Council, in the event TSH defaults on the loan or the lease with the City of
Fort Worth. The lease agreement prohibits TSH from making any assignment of the lease or causing
a lien to be made on improvements constructed on the leased premises without City Council
approval. This type of transaction is routine for airport tenants and staff has no objection to TSH's
request.
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.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
Page 2 of 2
nd I Department I Account I Project Program I Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Fund Department Account Project
ID ID
Program ' Activity Budget Reference #
Year (Chartfield 7
Valerie Washington (6199)
Amount
Submitted for Citv Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
Roger Venables (5402)
Ricardo Barcelo (5403)
Joe Hammond (5434)
1295 E23E24.pdf (CFW Internal)
FID TABLE.xlsx (CFW Internal)
Form 1295 Texas Sky Harbor LLC, Bank.pdf (CFW Internal)
Location Map.pdf (CFW Internal)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33031&councildate=2/25/2025 2/25/2025