HomeMy WebLinkAboutContract 50636-CD1CSC No. 50636-CD1
CONSENT TO LEASEHOLD DEED OF 'll11UST
FORT WORTH SPINKS AIRPORT
LEASE AGREEMENTS
LEASE SITE 32N
This CONSENT TO L E A S E H O L D DEED OF TRUST ("Agreement") 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; DANIEL
GRIFFITH ("Lessee"), and PINNACLE BANK ("Lender").
The following introductory provisions are true and correct and form the basis of this Consent:
A. Lessor and Lessee have entered into a Ground Lease Agreement identified as City
Secretary Contract No. 50636, as amended (the "Lease") for the space known as lease site 32N
("Leased Premises") at Fort Worth Spinks Airport ("Airport").
B. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deed of
Trust on the Leased Premises in favor of the Lender.
NOW, THEREFORE, Lessor, Lessee and the Lender hereby agree as follows:
1. The statements set forth in the recitals above are true and correct and form the basis upon
which Lessor, Lessee and the Lender have entered into this Agreement. The Lease will
be a public document on file in Lessor's City Secretary's Office and is incorporated herein
by reference for all purposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the Deed
of Trust. Lessor does not adopt, ratify or approve of any of the particular provisions of the
Deed of Trust and does not grant any right, privilege or use to Lessee, Lender, or any
successor in interest pursuant to the Deed of Trust that is different from or more extensive
than any right, privilege or use granted to Lessee under the Lease. Notwithstanding
anything contrary in the Deed of Trust, Lessee and the Lender acknowledge, understand
and agree that Lessee and the Lender do not have any right to convey any interests
in the Leased Premises greater than those granted specifically by the Lease. Lessee and
the Lender further acknowledge, understand and agree that Lessor retains the mineral interest and the
right to develop such interest. In the event of any conflict between the Deed of Trust and
the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and the
Lender's obligations to Lessor established by the Lease and/or this Agreement In the
event of any conflict between the Deed of Trust and this Agreement, this Agreement
shall control. In the event of any conflict between this Agreement and the Lease, the
Lease shall control.
Lease Site 32N
Deed of Trust Upon Lien hold OFFICIAL RECORD
In favor of Pinnacle Bank CITY SECRETARY
Page 1 of 8
FT. WORTH, TX
3. In the event that Lessor is required by the Lease to provide any kind of written notice
to Lessee with regard to the Leased Premises, including notice of breach or default by
Lessee, Lessor shall also provide a copy of such written notice to the Lender. Lessor
agrees that (i) the Lender may perform any of the obligations or requirements imposed
on Lessee by the Lease in order to avoid a breach or default under the Lease by Lessee
and (ii) Lessor will accept the Lender's performance the same as ifLessee had performed
such obligations or requirements.
4. Lessor agrees and covenants that it will not exercise any rights it may have under the
Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased
Premises unless it first has provided the Lender with written notice of its intent to
exercise such any such right. The Lender shall have ten (10) calendar days from the
date it receives such notice to cure any monetary default under the Lease and thirty
(30) calendar days from the date it receives such notice to cure any other default under
the Lease to Lessor's reasonable satisfaction in order to avoid such cancellation,
termination or surrender; provided, however, that if the Lender, in good faith and after
diligent and continuous efforts to remedy any non -monetary default under the Lease,
cannot cure such default within thirty (30) calendar days, it shall notify Lessor in
writing and Lessor and the Lender shall negotiate in good faith a reasonable amount of
additional time to cure such default.
5. Lessee agrees that it will not request or consent to any future modifications, amendments
or assignments of the Lease without first receiving the Lender's written consent thereto
and providing a copy of such written consent to Lessor. Lessee understands and agrees
that any such consent granted by Lessor without Lender's advance written consent shall
be void and specifically releases, holds harmless and agrees to indemnify Lessor for
any damages that may arise as a result of any such consent.
6. As long as such does not conflict with Lessor's rights under the Lease, Lessor consents
to the exercise by the Lender of any and all rights and remedies permitted under the
Deed of Trust (including judicial and/or non judicial foreclosure on the Leased
Premises), and to the exercise of such additional legal and equitable rights and remedies
as may be available to Lender, if an Event of Default occurs under the Deed of Trust.
In the event that Lender undertakes to enforce its rights to any collateral granted by
the Deed of Trust on account of default by Lessee under the Deed of Trust, Lessor will
cooperate with the Lender in its efforts to assemble and/or remove any personal property
of Lessee on the Premises. The Lender hereby agrees to repair any damages at or to
the Airport, including the Leased Premises, caused by or incident to such removal.
7. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and
covenants that it will endorse all insurance policies required by the Lease to name both
Lessor and the Lender as additional insureds and to cover all public risks related to the
leasing, use, occupancy, maintenance, existence or location of the Leased Premises.
Notwithstanding anything to the contrary in the Deed of Trust, the Lender hereby agrees
and covenants that any and all proceeds payable under the terms of such insurance policies
Lease Site 32N
Deed of Trust Upon Lien hold
in favor of Pinnacle Bank
Page 2 of 8
shall first be applied to cover the replacement of all facilities and improvements on the
Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of
such proceeds shall apply secondarily to secure any of Lessee's indebtedness to the
Lender.
8. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available
to it under the Lease, at law or in equity in order to protect its interests, including, but
not limited to, cancellation of Lessee's interest as provided by the Lease and in accordance
with this Agreement.
9. The Lender agrees that it promptly will notify Lessor in writing when the Lender has
released its rights under the Deed of Trust. This Agreement will automatically terminate
on the earlier of (i) the date as of which the Lender releases such rights or (ii) the date
upon which the Lease expire or are terminated.
10. If the Lender forecloses on the Leased Premises as a result of exercising its rights under
the Deed of Trust, the Lender may become the owner of all of Lessee's rights under the
Lease, without Lessor's further action or consent. However, if the Lender desires to sell
or otherwise transfer its leasehold interest in the Leased Premises to a third party (either at
or after foreclosure), the Lender must obtain the Lessor's written consent to and approval
of the purchaser. Such consent and approval will not be unreasonably withheld,
conditioned or delayed. Nothing in this Agreement is intended to prohibit the Lender from
assigning the liens and security interests created by the Deed of Trust to another financial
institution with Lessor's prior written consent, which such consent will not be
unreasonably withheld, conditioned, or delayed.
11. Notices to the Lender required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (i) hand -delivered to the Lender, its
agents, employees, servants or representatives, or (ii) deposited in the United States
Mail, certified, return receipt requested, addressed as follows:
Pinnacle Bank
Downtown Fort Worth
PO Box 2668
250 West Lancaster Ave., Suite 170
Fort Worth, TX 76113
12. The parties hereto understand and agree that upon expiration or termination of the Lease,
all permanent structures, improvements and fixtures on the Leased Premises, and any
items permanently attached to any such structure, fixture or improvement, will become the
sole property of Lessor, free and clear of all liens, including the Deed of Trust.
Improvements of a non -permanent nature, all trade fixtures, machinery, furnishings and
other non -permanent items may specifically be removed from the Leased Premises in
accordance with the Lease. In the event that the Lease expire or are terminated, Lessee
and the Lender covenant and agree that nothing herein shall obligate Lessor to assume in
Lease Site 32N
Deed of Trust Upon Lien hold
In favor of Pinnacle Bank
Page 3 of 8
any way Lessee's indebtedness to the Lender.
13. Estonnel.
a. The document referred to above as comprising of the Lease is the only document
which constitute the Lease, and the Lease is in full force and effect and has not been
modified, changed, altered or amended in any respect.
b. The Lease is the only agreement between the City and Lessee relating to the Lease
at Fort Worth Spinks Airport and, together with the minimum standards and other
general regulations that may apply to the lessee under the Lease, contain the entire
agreement and understanding of the City and Lessee with respect thereto. Lessee
is the current holder of the leasehold interest in the premises under the Lease.
C. To the best knowledge of the City, no monetary or non -monetary default by the
City presently exists under the Lease and no state of facts exist which with the
passage of time or giving of notice, or both, would constitute a default by the City
under the Lease.
d. The City has not taken, and does not currently anticipate taking any action to, or
that would, terminate the Lease.
e. Pursuant to the Lease, the Initial Term of the Lease expires on 06/12/2048, with
two (2) options to renew for five (5) years each.
14. The provisions of this Agreement shall be self -operative and effective without the
execution of any further instruments on the part of any party hereto.
15. Lessor understands and agrees that this Agreement is for the benefit of the Lender, that the
Lender relied upon this Consent to Leasehold Deed of Trust and Estoppel in making its
decision to make the Loan to Lessee and that the Lender would not make the Loan absent
Lessor's execution and delivery of this Agreement.
16. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor's City Council. Lessee
and the Lender covenant and agree that they will not amend the Deed of Trust, or assign
any rights and/or obligations thereunder, without the prior written consent of Lessor;
provided, however, Lender may assign the Deed of Trust and the obligations secured
thereunder to an affiliate of Lender without Lessor's consent but Lender must notify
Lessor of such assignment.
17. This Agreement shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Agreement shall lie in state
courts located in Tarrant County, Texas or in the United States District Court for the
Northern District of Texas, Fort Worth Division.
Lease Site 32N
Deed of Trust Upon Lien hold
in favor of Pinnacle Hank
Page 4 of 8
18. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor,
Lessee and the Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is hereby declared null and void to the
extent in conflict with this Agreement.
19. 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.
The other party is fully entitled to rely on this warranty and representation in entering into
this Agreement.
20. In the event of conflict between the Deed of Trust and the Lease the Lease
supersedes the Deed of Trust and Related Documents.
[Signature Pages Follow]
Lease Site 32N
Deed of Trust Upon Lien hold
In favor of Pinnacle Bank
Page 5 of 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the 29th day of April _ 2025.
CITY OF FORT WORTH:
ka'- Wev�
By: j/alprip IA/achinatnn r 99. 2095 07.31 CDT)
Valerie Washington
Assistant City Manager
Date: 04/29/2025
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 she 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 29th day of
April , 2025.
Angela'"d. Chrisp (Apr 29, 2025 09443 CDT)
otpRY P68n ANGE" D. 'T'
= p y Public
N d[7 STATENotarOF TEXAS
s GVV P Notary I.D. 134812443
'FOF My Comm. Exp. Mar. 18, 2028
APPROVED AS TO FORM
AND LEGALITY:
Cal4ace TagGlall-a
BY .e P4Ji m (Apr 22 Y025 Q7;28 CUT)
Candace Pagliara
Assistant City Attorney
M&C: 25-0266
Date Approved: 03/25/2025
Form 1295:2025-1269678
Notary Public in and for the State of Texas
ATTEST:
By:
Jannette S. Goodall -,
City Secretary R
Lease Site 32N OFFICIAL RECORD
Deed of Trust Upon Lien hold CITY SECRETARY
in favor of Pinnacle Bank
Page 6 of 8 FT. WORTH, TX
o� ppgt��ad
dA*�o 4
�d4p nEXASoOp
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and administration of this
(fE�!U
contract, in ud' ens 11 per rmance and reporting requirements.
rara G odw
Real P perty Manager
LO-A
DANIEL GRIFFITH
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 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.
G N UNDER MY HAND AND SEAL OF OFFICE, this C9 j ji� day of
2025.
1
0"-' MIGENA TELA t - —D
gY PL ,�4
or' Lo Notary Public, State of Texas
Q Comm. Expires 07-23-2025 Notary Public in and for the State of Texas
,00 Notary ID 133228871
Lease Site 32N
Deed of Trust Upon Lien hold
In favor of Pinnacle Bank
Page 7 of 8
LENDER: ATTEST:
PINNACLE BANK
By: / By:
Name: no v �Y10
Title: ,r+ck eI'. &c[IIm-t
Date: * i - Y r9
STATE OF TEXAS
COUNTY OFTWMU jt §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared Ronny 0(] 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
PINNACLE BANK and that he/she executed the same as the act of PINNACLE BANK for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
(I vi 1 .2025.
a�PaYp�a� KRISTEN LOUGH
MY COMMISSION EXPIRES _
` 12/02/2027
NOTARY ID: 126131327 I
Lease Site 32N
Deed of Trust Upon Lien hold
in favor of Pinnacle Bank
Page 8 of 8
Notary Public rn and for the State of Texas
M&C Review
Page 1 of 2
CITY COUNCIL AGENDA
Create New From This MSC
DATE: 3/25/2025 REFERENCE **M&C 25- LOG NAME:
NO.: 0266
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORTIVORTII
55FWS DANIEL GRIFFITH
CONSENT TO LSEHOLD
DOT, LSE STE 32,31 N-B
NO
SUBJECT: (CD 8) Authorize Execution of a Consent to Leasehold Deed of Trust with Daniel Griffith
and Pinnacle Bank to Enable Daniel Griffith to Obtain a Line of Credit Using Lease Site 32
and Lease Site 31 N-B as Collateral to Expand Aeronautical -Related Business
Activity Located at Fort Worth Spinks Airport
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a consent to leasehold deed of trust with Daniel Griffith and Pinnacle
Bank to enable Daniel Griffith to obtain a line of credit using Lease Site 32 as collateral to
expand aeronautical -related business activity located at Fort Worth Spinks Airport; and
2. Authorize execution of a consent to leasehold deed of trust with Daniel Griffith and Pinnacle
Bank to enable Daniel Griffith to obtain a line of credit using Lease Site 31N-B as collateral to
expand aeronautical -related business activity located at Fort Worth Spinks Airport,
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend City Council authorize
execution of a consent to leasehold deed of trust with Daniel Griffith and Pinnacle Bank to enable
Daniel Griffith to obtain a line of credit using Lease Site 32 and Lease Site 31 N-B as collateral to
expand aeronautical -related business activity located at Fort Worth Spinks Airport.
On April 13, 2018, M&C C-28646, City Council approved City Secretary Contract (CSC) No. 50636, a
five (5) year Hangar and Ground Lease Agreement with The Myers Investment Group, LLC (Myers),
which includes 20,145 square feet of ground space and a 9,240 square foot hangar, known as Lease
Site 32 located at Fort Worth Spinks Airport, CSC 50636 had two (2) options to renew for additional
successive terms of five (5) years each. On or about September 4, 2019, Myers entered into an
assignment of the Lease with Daniel Griffith where Myers relinquished all rights, title and interest in the
Leased Premises and assigned all those rights to Daniel Griffith. Mr. Griffith subsequently requested,
and the City approved CSC No. 50636 A-1 to extend the lease term to a thirty (30) year lease with two
(2) options to renew at five (5) years each. The extended lease term was in return for significant
improvements to the hangar facility, which has since been completed. Annual revenue from the Lease
is currently $22,915.70.
On November 13, 2024, M&C 24-0992, City Council approved CSC No. 62379, a Ground Lease
Agreement with Daniel Griffith, which includes 42,211 square feet of ground space and a 15,000
square foot hangar, known as Lease Site 31 N-B located at Fort Worth Spinks Airport. CSC No.
62379 expires on June 12, 2051, with no option to renew. Annual revenue from the Lease is currently
$24,241.68.
Daniel Griffith has been working with their lender, Pinnacle Bank to secure a line of credit to expand
aeronautical -related business activity at Fort Worth Spinks Airport, Mr. Griffith is actively
constructing additional aircraft storage hangars and improving his existing facilities to provide much
needed services to the users of the Fort Worth Spinks Airport. Pinnacle Bank intends to use both
Lease Site 32 and 31 N-B as collateral for the loan.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33129&councildate=3/25/2025 3/26/2025
M&C Review
Page 2 of 2
The Consent to Leasehold Deed of Trust will grant Daniel Griffith's lender, Pinnacle Bank, the right,
subject to any superior lien, to operate as Lessee or secure another tenant in place of Daniel Griffith, if
previously approved by the City Council, in the event Daniel Griffith defaults on the loan or the lease
with the City of Fort Worth. The lease agreement prohibits Daniel Griffith 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 Daniel Griffith's request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of these recommendations will have no material effect
on City funds.
TO _
TFund j Department i Account Project Program Activity J Budget Reference # Amount
ID _I ID I I I Year I (Chartfield 2)
FROM
IFund Department Account Project Program I Activity I Budget Reference # Amount
_ ID ID Year (Chartfield 2)
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1295 31 NB Lease.pdf (CFW Internal)
1295 32 Lease 1.pdf (CFW Internal)
Location Map 32 and 31 N-B.pdf (CFW Internal)
Valerie Washington (6199)
Roger Venables (5402)
Ricardo Barcelo (5403)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33129&councildate=3/25/2025 3/26/2025
CITY
CON TRASECRETARY
50 bib -Chl
LtCT ?ttl9
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 50636
HANGAR AND GROUND LEASE AGREEMENTS
FORT WORTH SPINKS AIRPORT
LEASE SITE 32
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
50636, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City
Manager; the MYERS INVESTMENT GROUP, LLC., a foreign for -profit Corporation
("Lessee"), acting by and through DOUG MYERS, its duly authorized Agent; and DANIEL
GRIFFITH, an individual (Assignee).
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
WHEREAS, On or about April 13, 2018, Lessor and the Myers Investment Group, LLC
entered into City Secretary Contract ("CSC") No. 50636, a Hangar and Ground Lease Agreement for
the lease and use of real property known as Lease Site 32 and any improvements and facilities thereon
("Leased Premises") at Fort Worth Meacham Spinks Airport ("Airport") for a five (5) year initial
term with two (2) additional options for renewal at 5 year terms each; and
WHEREAS, On May 31, 2019, Staff received a request from the Myers Investment Group,
LLC to assign the Hangar and Ground Lease Agreement to Daniel Griffith; and
WHEREAS, On August 20, 2019 the request for this Consent to Assigment was approved
by City Council under M&C File Number M&C 19-0073; and
WHEREAS, Lessee now wishes to assign all of Lessee's remaining right, title and interest
in the Leased Premises and the above referenced Hangar and Ground Lease to Assignee; Assignee
wishes to accept such assignment; and Lessor is willing to consent to such assignment, all on the
terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. Lessor hereby consents to an assignment by Lessee to Assignee of all of Lessee's
remaining right, title and interest in the Leased Premises and Leases granted to Lessee by the
Leases (the "Assignment"), effective as of the date the Assignment is executed by Lessee and
Consent to Assignment of CSC No 50636
by Myers Investment Group, LLC
to Daniel Gnliith
Page 1 of 6
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignee (`Effective Date"). The Assignment is a public document that will be on file in Lessor's
City Secretary's Office and Aviation Department, is attached hereto as Exhibit "A" and is
incorporated herein by reference for all purposes.
2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right, privilege or use granted to Lessee by the Leases. In the event of
any conflict between the Leases and the Assignment, the Leases shall control. In the event of any
conflict between this Consent and the Assignment, this Consent shall control.
3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Leases after the
Effective Date and, except as set forth herein, Lessee shall be released and forever discharged from
any and all actions, causes of action, judgments, executions, suits, investigations, debts, claims,
demands, liabilities, obligations, damages, and expenses of any and every character that arise out
of or in any way connected to the Lease accruing after the Effective Date.
4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Leases to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Leases), including, but not limited
to, property loss, property damage and/or personal injury of any kind, including death, to the extent
caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective
Date.
5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Leases to undertake or perform on or after the
Effective Date and (ii). for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date.
6. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
7. This Consent may be executed in any number of counterparts, all of which shall constitute
the same instrument.
8. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Leases.
Consent to Assignment of CSC No. 50636
by Myers Investment Group, LLC
to Daniel Griffith
Page 2 of 6
9. All of the Mandatory Improvements set forth in paragraph 4 and Exhibit B of the Hangar
and Ground Lease Agreement (CSC-50636), have not been satisfactorily completed and the
Assignee shall be responsible for their completion upon execution of this Consent.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Consent to Assigntnent of CSC No. 50636
by Myers Investment Group, LLC
to Daniel Griffith
Page 3 of 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the
34 day of Oct~obce , 2019.
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By: nxw� C..L---- By:or1, J.c�
Fernando Costa Thomas Royce Hansen, Assistant City Attorney
Assistant City Manager
ATTE T:
Date: By: \
y J Kayser, City Secretarx
M&C:19-0073 y
•' 'ttr�
M&C Approved: August 27.2019
Form 1295 : 2019-514083_ t d G 1(1-513 q
STATE OF TEXAS §
COUNTY OF TARR.ANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, 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.
WEN UNDER MY HAND AND SEAL OF OFFICE this 31rd day
G 1D1 , 2019.
Veronica M. t-GtlgOtiE S81h189 � Klbr�rSm,.1�
Notary PuDllrrState of Texes
Notary iD #440598-8
Commtaslon Exp Notary Public.Qin and Texas
. DEC. 27, 2022
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 50636
by Myers Investment Croup, LUC
to Daniel Griffith
Page 4 of 6
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this contrast, ' udFenmSing all performance and reporting requirements.
LESSEE:
M ,ers Investment Group, LLC
Doug Myers
Date: ( 7 -�t? I f,
STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared Doug Myers, 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 MYERS
INVESTMENT GROUP, LLC and that s/he executed the same as the act of MYERS
INVESTMENT GROUP, LLC for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this0, da
<- 'L-t-e ctiLie-"t , 2019.
,•��QY'P;;�, SANDRA JO POWELL
?o,� A�': ID # 426964-3611
Notary Public. State of Texas NutarV-' ublic in and foriWe State of Texas
' My commission Expires
�-�,
08/29/2021
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 50636
by Myers Investment Group, l_l..0
to Daniel Griffith
Page 5 of 6
I :F1',k .AL RECORD
�.aTY SECRETARY
rT. WORTH, TX
ASSIGNEE:
1VIEL G H, an indiVidu 1
By:
Daniel Griffith
Date:
0(�
STATE OF TEXAS
COUNTY OF'/
, rtflOrl
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 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 +� day
,�'� t►1�� , 20 19. ,
SANDRAJO POWELL Notary Public in arl for the State of Texas
'��"µY "e •' ID fi 425964.3
N Notary Public. State of Texas
My Commission Expires
08/29/2021
t
Consent to Assignmert of CSC No. 50636
by Myers Investment Group. LLC
to DanielChitith OFFICIAL RECORD
Page 6 of 6
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
GRIFFITH/MYERS GROUP/MISC.
Lease Assignment
Date: SEPTEMBER 4, 2019
Assignor: THE MYERS INVESTMENT GROUP, LLC
Assignee: DANIEL GRIFFITH, A MARRIED PERSON
Lease
Date: APRIL 17, 2018
Landlord: CITY OF FORT WORTH
Tenant: THE MYERS INVESTMENT GROUP, LLC
Premises: 20,145 SQUARE FEET OF GROUND SPACE, INCLUDING A 9,240 SQUARE
FOOT HANGAR AT FORT WORTH SPINKS AIRPORT IN FORT WORTH,
TARRANT COUNTY, TEXAS, IDENTIFIED AS LEASE SITE 32, AS SHOWN IN
EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF FOR ALL
PURPOSES,
Assignor assigns to Assignee Tenant's interest in the Lease,
Assignee agrees to assume Tenant's obligations under the Lease and to accept the premises in
their present "AS IS" condition.
This Assignment is subject to the Landlord's consent.
ASSIGNOR:
THE MYERS INVESTMENT GROUP, LLC
BY: /�i S
OUG . NfYERS, 61 1Crc� _o,T n r bef—
ASSIGNMENT OF LEASE Page 1
THE STATE OF
TEXAS
COUNTY OF r(A1
This instrument was acknowledged before me on the 1. 9 I-V\day of 20-L!�, by
DOUG R. MYERSM �-vt ic\gf ik(k Gf THE MYERS INVESTMENT GROUP, LLC, a
LIMITED LIABILITY COMPANY, on behalf of said LIMITED LI ILITY COMPANY.
J lP\lY lVA� SANDRA JO POWELL
z' ID N 425u64-3 Mary Public, State of
Notary public, Stale of Texas Notary's Printed Name:
Mycomrnlssion Expires Notary's Commission Expires:
08/29/2021 —
THE STATE OF TEXAS §
COUNTY OF� r:Rrlr/�. l §
This instrument was acknowledged before me on the ��day of r, 20_ by
DANIEL GRIFFITH
\ {1P �4
Notary Public, State of
'���"iY U SANDRA JO POWELL ID N 425964.3 Notary's Printed Name:
Notary Public, Slate of Texas Notary's Commission Expires:
My Commission Expires
08/29/2021
PREPARED IN THE LAW OFFICE OF:
NEWMAN & LAWLER
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
200 BAILEY AVE., SUITE 100
FORT WORTH, TEXAS 76107
ASSIGNMENT OF LEASE Page 2
LEGAL ]DESCRIPTION FOR
LEASE SITE 32-N
AT
FORT WORTH SPINKS AIRPORT
. A parcel of land out of Block 5, Fort Worth Spinks Airport according to the plat recorded in
Cabinet A, Slide 353, Plat Records, Tarrant County, Texas and being more particularly described
using coordinates and bearings based on the Texas State Coordinate System, North Central Zone,
N.A.D. 27 as follows:
BEGINNING at a 5/8"iron rod with red plastic cap stamped "City of Fort -Worth Survey Section"
set for the northeast corner of lease site 32-N. From which a 1/2" iron rod found at the northeast
corner of said Block 5, bears North 89 degrees 58 minutes 23 seconds East 111.441 feet and North 00
degrees 44 minutes 56 seconds East, 624.25' feet, the coordinates of said beginning point are
X--2,061,527.65, Y=329,497.69;
THENCE: South 00 degrees 44minutes 56 seconds West, with the east line of said lease, 199.0' feet to
a 5/8" iron rod with red plastic cap stamped "City of Fort -Worth Survey Section" set for its
southeast corner;
THENCE: South 89 degrees 58 minutes 23 seconds West, with the south line of said lease, 97.0' feet
to an 5/8" iron rod with red plastic cap set stamped "City of Fort -Worth Survey Section" set for its
southwest corner;
THENCE: North 00 degrees 44 minutes 56 seconds East, with the west line of said lease,199.01 feet to
a 5/8" iron rod with red plastic cap stamped "City of Fort -Worth Survey Section" set for the
northwest corner of said lease;
THENCE: North 89 degrees 58 minutes 23 seconds East, with the north line of said lease, 97.0' feet to
the point of beginning and containing 19,303 square feet of land more or less.
DAK: HKH: BNM: SPINKS32N.DOC
C:\proj\0300\03008002Ndoc\SPINKS32N.DOC
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/27/19 M&C FILE NUMBER: M&C 19-0073
LOG NAME: 55FWS CONSENTASSIGNMENT HNGR32
SUBJECT
Authorize Execution of Consent to Assignment of a Hangar and Ground Lease Agreement for Lease Site 32 at Fort Worth Spinks Airport by the
Myers Investment Group, LLC, to Daniel Griffith. (COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Assignment of a Hangar and Ground Lease Agreement for Lease
Site 32 at Fort Worth Spinks Airport by The Myers Investment Group, LLC to Daniel Griffith.
DISCUSSION:
On March 27, 2018, (M&C C-28646), City Council approved City Secretary Contract No. 50636, a Hangar and Ground Lease Agreement with
Doug Myers of the The Myers Investment Group, LLC, for Lease Site 32, at Fort Worth Spinks Airport. Lease Site 32 consists of a 9,240 square
feet Hangar and 20,145 square feet of Ground Space. The initial term of the lease commenced on April 1, 2018 at 12:00 AM and expires at 11:59
PM on March 31, 2023. In addition to the "Initial Term" the lease provides the option to renew upon expiration of the initial term. Renewal options
allow Lessee two (2) consecutive options to renew this Lease for two (2) additional successive terms of five (5) years.
At commencement of the original lease, the total revenue received from this lease was approximately $18,190.00 annually or $1,515.86 per
month. Revenue was based on a hangar rate of approximately $1.38 per square foot and a ground rental rate of $0.27 per square foot, in
accordance with the Aviation Department's Schedule of Rates and Charges and Lessor's market analysis. Rental rates shall be subject to an
increase on October 1 st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth
Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. After a subsequent
Consumer Price Index rate adjustment, the current rate is $18,590.16 annually or $1,549.18 per month. Current revenue is based on a hangar rate
of $1.41 per square foot and a ground rental rate of $0.28 per square foot.
In addition to the Annual Rent Adjustments, on October 1, 2023, and every fifth (51h) year thereafter for the remainder of the Initial Term (i.e. on
October 1 st of 2028, 2033, and 2038), 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.
Every tenth (101h) year for each Initial and Renewal term of the lease, the Hangar rate shall automatically be adjusted to equal the then Fair Market
Value, as 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.
On May 31, 2019, Staff received a request from The Myers Investment Group, LLC to assign the Hangar and Ground Lease Agreement to Daniel
Griffith. Upon City Council approval, Daniel Griffith will assume the leasehold interest and obligations associated with the lease.
The Hangar and Ground Lease Agreement prohibits any assignment of the lease or causing any lien to be made on improvements constructed on
the leased premises without City Council approval. These types of transactions are routine for airport tenants and Staff has no objection to this
request.
This Consent to Assignment was Included as a discussion Item at the July 11, 2019 Aviation Advisory Board meeting agenda.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, this action will have no material affect on City funds. Under the
current I -ease Agreement, Myers Investment Group, remits the amount of $18,590.16 annually to the City. After assignment, Daniel Griffith will remit
the same amount and be subject to the provisions contained within the original lease.
Submitted for City Manager's Office bv: Fernando Costa 6122
Orlainatlna Business Unit Head: Bill Welstead 5402
CITY
Cot4.,:,..: P ..—
FORT WORTH SPINKS AIRPORT
HANGAR AND GROUND LEASE AGREEMENT
LEASE SITE #32
This HANGAR AND 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 Fernando Costa,
its duly authorized Assistant City Manager, and THE MYERS INVESTMENT GROUP, LLC
("Lessee"), acting by and through DOUG R. MYERS.
AGREEMENT
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 20,145 square feet of ground space ("Ground Space"),
including a 9,240 square foot hangar ("Hangar") at Fort Worth Spinks Airport
("Airport") in Fart Worth, Tarrant County, Texas. identified as Lease Site Lease Site 32,
("Premises"), as shown in Exhibit "A", attached hereto and made a part of this Lease for
all purposes.
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on
April 1, 2018 ("Effective Date") and expire at 11:59 P.M. on March 31, 2023,
unless terminated earlier as provided herein.
2.2 Renewal Term.
If Lessee performs and abides by all provisions and conditions of tlus Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive
options to renew this Lease for two (2) additional successive terms of five (5) years
i)18 ("Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this
„i Lease and on tenns and conditions that may be prescribed by Lessor at the time.
Lessee shall notify Lessor in writing of its intent to exercise a respective option not
less than ninety (90) nor more than one hundred eighty (180) days prior to the
expiration of the term then in effect. If Lessee does not exercise its option for a first
TIIE .%1%TRS INVESTWAT CHOt 1'. LIX rF"TWORTH,
��
I Iangar and Ground Lcacc
LEASE SI fi_ 013S l��Y
Fort Worth Nleachanr International Airport
Page I of23 TX
Renewal Term within the time frame provided herein, Lessee shall automatically
and simultaneously forfeit its second option to lease the Premises for a second
Renewal "term, and Lessee shall no longer have any rights or interest in the
Premises following the expiration of the Initial Term.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial 'Perm or any Renewal 'Perm,
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 L,cssor's Schedule of Rates and Charges or similarly published
schedule in effect at the time of the Holdover. The hangar rate will be adjusted to
equal the then Fair Market Value, as determined by Lessor's market analysis. In no
case shall the hangar rate be less than the value assessed upon completion of a
property appraisal completed by a third party vendor that has been approved and
secured by Lessor. A ten percent (10%) increase will be added to the Fair Market
Value rate until a new lease agreement is approved and executed. The holdover
period will not exceed six (6) months from the time the current lease agreement
expires. Upon the expiration of the holdover period, the City may exercise all legal
rights and remedies available, including but not limited to eviction.
3. RENT.
3.1. Rates and 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,
2018, and on October I" of any subsequent year during the Initial Term, to reflect
any upward change in the Consumer Price Index for the Dallas/Fort Worth
Metropolitan Area, as announced by the United States Department of Labor or
successor agency (i) for the first increase, since the Effective Date of this Lease and
(ii) for each subsequent increase, since the effective date of the last increase;
provided, however, that Lessee's rental rates shall not exceed the then -current rates
prescribed by Lessor's published Schedule of Rates and Charges for the type or
types of property similar to the type or types of property that comprise the Premises.
3.1.1 Hangar Rate
Lessee shall commence the payment of rent for the Hangar on the Effective
Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for
the Hangar, Twelve 'Thousand Seven Hundred Filly -One Dollars and 20/100
($12,751.20), at a rate of One Dollar and 38/100 ($1.38) per square foot,
THE, MYERS INVE."INIENIF GROUP, LAIC
I angar and (;round Lease
LEAST: SITE N32
Fort Worth Spinks Airport
Page 2 or23
payable in equal monthly installments of One 'Thousand Sixty -Two Dollars
and 60/ 100 ($1,062.60).
3.1.2 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, Five Thousand Four Hundred Thirty -Nine
Dollars and 15/100 ($5,439.15), at a rate of Twenty -Seven cents ($0.27) per
square foot, payable in equal monthly installments of Four Ilundred Fifty -
Three and 26/100 ($453.26).
3.2. Five -Year Adiustments
In addition to the Annual Rent Adjustments, on October 1, 2023, and every fifth
(51h) year thereafter 1'or the remainder of the Initial Term (i.e. on October 1 st of
2028, 2033, and 2038), 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.
3.3. Ten -Year Adiustments
Every tenth (101h) year for each Initial and Renewal term of the lease, the I langar
rate shall automatically be adjusted to equal the then Fair Market Value, as
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 Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal business hours by the due date at the
location for Lessor's Aviation Department set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment by close of business the
tenth (loth) day of the month for which payment is due. Without limiting Lessor's
termination rights as provided by this Lease, Lessor will assess a late penalty charge
of ten percent (10%) per month on the entire balance of any overdue rent that Lessee
may accrue.
T11E MVERS INVESTMENTGROUP, LLC
I langar and Ground Lease
LEASE SITE 1132
Fort Worth Spinks Airport
Page 3 of 23
4. CONSTRUCTION AND IMPROVEMENTS.
4.1 Mandatory Improvements
As additional security for this Lease, Lessee covenants and agrees that it shall
construct the improvements on the Premises owned by the City of Port Worth.
Lessee may not initiate any improvement on or to the Premises unless it first
submits all plans, specifications and estimates for the costs of same to Lessor in
writing, and also requests and receives in writing approval from Lessor's Director of
Airport Systems or authorized representative ("Director"). The improvements
approved shall be referred to as "Mandatory Improvements", as referenced in
Exhibit "B".
4.2 Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on any tract of the Premises. Lessee may
not initiate any Discretionary Improvement on or to the Premises unless it first
submits all plans, specifications and estimates for the costs of same to Lessor in
writing, and also requests and receives in writing approval from Lessor's Director of
Airport Systems or authorized representative ("Director"). Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
construction of any such Discretionary Improvements. Lessor shall promptly
review, consider and make a decision on approval of such plans, specifications and
estimates. Upon completion of any such Discretionary Improvements or the
tennination of this Lease, Lessor shall take full title to any Discretionary
Improvements on the Premises.
4.3 Process for Anaroval of Plans.
Lessee's plans for construction of the Discretionary Improvements shall conform to
Spinks' architectural standards and must also be approved in writing by Lessor's
Planning and Development Department. All plans, specifications and work shall
conform to all federal, state and local laws, ordinances, rules and regulations in
force at the time that the plans are presented for review. Lessor covenants and
agrees that Lessor shall handle any and all such plans for construction and
improvement in a manner consistent with the provisions of Section 4.2 above.
THE DIVERS INVESTMENTGROUP,LIX
Hangar and Ground Lease
LF.ASF. SITE #32
Port Worth Spinks Airport
Page 4 of 23
4.4 Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Discretionary Improvement, including, at a minimum, a copy of the
Certificate of Occupancy, a complete set of Record Drawings and/or As -Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Discretionary Improvements.
4.5 Bonds Required of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Texas Government Code,
Chapter 2253, as amended, in the full amount of each construction contract or
project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all
applicable requirements, terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) fall
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 fiill amount of
Lessee's cash deposit or certificate of deposit and apply the proceeds to complete
the Improvements or satisfy the claims, provided that any balance shall be remitted
to Lessee.
4.6 Bonds Required of Lessee's Contractors.
Prior to the commencement of any Discretionary Improvement, each of Lessee's
contractors shall execute and deliver to Lessee surety performance and payment
bonds in accordance with the Texas Government Code, Chapter 2253, as amended,
to cover the costs of all work performed under such contractor's contract with
Lessee. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Discretionary Improvement. The bonds shall guarantee (i)
the faithful performance and completion of all construction work in accordance with
the final plans and specifications as approved by Lessor, and (ii) flull payment for all
TIIE N4YERS INVESTMENT GROUP, LLC
I hangar and Ground Lease
LEASE SITI t132
Fort Worth Spinks Airport
Page 5 of23
wages for labor and services and of all bills for materials, supplies and equipment
used in the performance of the construction contract. Such bonds shall name both
Lessor and Lessee as dual obligees. if Lessee serves as its own contractor, Section
4.5 shall apply.
4.7 Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit to the extent of
construction costs paid through that date upon (i) where Lessee serves as its own
contractor, verification that Lessee has completed construction work, or (ii) where
Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's
payment for such work, including bills paid affidavits and final waivers of liens.
Any unused amounts in the cash deposit account will be refunded to Lessee upon
final completion of the construction work.
5. USE OF PRE, MISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee shall have the
right to sublease portions of the Premises to various third parties ("Sublessees") for
aviation -related purposes only under terms and conditions acceptable to and determined by
Lessee, provided that all such arrangements shall be in writing and approved in advance by
Lessor. All written agreements executed by Lessee to Sublessees for any portion of the
Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and
obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii)
restrict the use of the Premises to aircraft storage or other aviation or aviation -related
purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar
facilities in a fair and non-discriminatory manner, Lessee shall use a standard lease form
for all Sublessees and shall submit a copy of such standard lease form to the Director prior
to Lessee's execution of its first lease and from time to time thereafter following any
material changes to such lease form. Lessee may make non -material modifications to its
standard lease to the extent that such are not contrary to Lessor's Sponsoes Assurances
without the prior written consent of Lessor.
6. REPORTS, AUDITS AND RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor
with a written annual report, in a form acceptable to the Director that reflects Lessee's rental
rates for the immediately preceding calendar year. Lessor may request, and Lessee shall
promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates
on the Premises for the period requested by Lessor, These reports shall be delivered to
THF, MYERS INVESTMENTGROUP, LLC
Hangar and Ground Lease
LEASE SITE #32
Fort Worth SpinIm Airport
Page 6 of 23
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 terns of
this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation
Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrically -
operated equipment which may be used on the Premises shall fully comply with Lessor's
Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may
hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear expected. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's
sole cost and expense, will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including, but not limited to, the
maintenance of and repairs to all hangars and other structures, doors, windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement
on the Premises. Lessee shall be responsible for all damages caused by Lessee, its
agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair all such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
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
THE MVE14S INVESTM1IF.NI' GROUP, LLC
Ilangarand Ground Lease
LFASI: SITP 432
Fort Worth Spinks Airport
Page 7 of 23
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise,
gas or odors, or from causes of any other matter.
8.2. Conuvliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at
the Airport shall comply with all ADA requirements.
8.3. Insnections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least two (2)
hours' notice prior to any inspection.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall
notify Lessee in writing. Lessee agrees to begin such maintenance or repair
work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a
reasonable time, considering the nature of the work to be done. If Lessee
fails to begin the recommended maintenance or repairs within such time or
fails to complete the maintenance or repairs within a reasonable time, Lessor
may, in its discretion, perform such maintenance or repairs on behalf of
Lessee. In this event, Lessee will reimburse Lessor for the cost of the
maintenance or repairs, and such reimbursement will be due on the date of
Lessee's next monthly rent payment following completion of the
maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant
to its governmental duties under federal, state or local laws, rules or
regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the
Fire Marshal or his or her authorized agents that are necessary to bring the
Premises into compliance with the City of Fort Worth Fire Code and
Building Code provisions regarding fire safety, as such provisions exist or
may hereafter be amended. Lessee shall maintain in proper condition
THE MYERS INVESTMENT GROUP, LLC
Hangar and Ground Lease
LEASE SITE #32
Fort Worth Spinks Airport
Page 8 of 23
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 REMEDL41ION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATION OR STANDARD THAT IS CAUSED BY
LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the Premises related to Lessee's business operations.
Such signs, however, must be in keeping with the size, color, location and manner of
display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat,
sightly and physically good condition.
10. RIGIITS AND RESERVATIONS OF LESSOR.
Lessor licreby 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
THE MYF.RS INMI MFNT GROUP, LLC
Hangar and Ground Lease
LEASE SnE 432
Fort worth Spinks Airport
Page 9 of 23
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended, at Lessee's option, for a period equal to the duration of such Limitation. If
the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may, but shall not be required to, (a) further adjust the payment of rent and
other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the
term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days'
written notice to Lessor.
10.4 During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government. If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven (7) calendar days, this Lease shall
continue in full force and effect. If the Limitation lasts more than seven (7) calendar
days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee
THE MYERS INVESTMEN*r GROUP, LLC
Hangar and Ground Lease
LEASE Srl'F. #32
Fort Worth Spinks Airport
Page 10 of 23
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term
of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written
notice to Lessor.
10.5 Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances.
10.6 Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights -of -way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
electric, gas, water, sewer, communication or other utility companies. Lessee's
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly -owned property for the provision of
utility services.
10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
access during the construction phase of airport improvements, unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state, federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of
insurance as specified herein, naming the City of Fort Worth, its Officers, Employees and
Volunteers as an additional insured and covering all public risks related to the leasing, use,
occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the
required insurance in accordance with Exhibit "C", the "City of Fort Worth Aviation
Insurance Requirements" attached hereto and made part of this Lease for all purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.1. Adiustments to 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
THE MYERS INVESI'MEMI-GROUP, LLC
Hangar and Ground Lease
LEASE SITH #32
Fort Worth Spinks Airport
Page I I of 23
cover Lessees 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 Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at the Airport, to
grant additional insured status to the City, its Officers, Employees and Volunteers,
and to provide that no material changes in coverage, including, but not limited to,
cancellation, termination, non -renewal or amendment, shall be made without thirty
(30) days' prior written notice to Lessor. Lessor shall be responsible for notifying
the City of any change to its insurance coverage that amends or alters that coverage
required by this lease.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respofuleat 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.
THG MYERS INVESTMENT GROAN, LLC;
Hangar and Ground Lease
LEASU sift: M32
Fort Worth Spinks Airport
Page 12 ol'23
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 BYLAW, 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 ANYAND ALL PERSONS, OFANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR
IN CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE
OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICERS A GENTS, SERVANTS OR EMPLOYEES
LESSEE ASSUMES ALL R ESPONSIBIL ITY A ND 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 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
'TiWIAi'ft MS INVESTNIF.NT CROUP, LLC
Hangar add Ground lease
m-' ASIi SITE N.12
Ftr(V}-'Orlh Spktics Airport
Page 13 of 23
PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
141. failure by Lessee to Pay Rent, Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges due under this I.,ease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time,
Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty (30) calendar days following such written notice to
cure, adjust or correct the problem to the standard existing prior to the breach. If
Lessee fails to cure the breach or default within such time period, Lessor shall have
the right to terminate this Lease immediately.
14.3. Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination
of this Lease by Lessor.
14.4. Lessee's Financial Obligations to Lessor upon Termination. Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the term then in effect as well as all arrearages of rentals, fees and
charges payable hereunder. In no event' shall a reentry onto or reletting of the
Premises by Lessor be construed as an election by Lessor to forfeit any of its rights
under this Lease.
'i`ni: MYFRS iNVE9UNII:NT GROUP, LLC
Hangar and Ground Lease
LE,ASG SITE #32
Fort North Spinks Airport
Pagc 14 of 23
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 ofthis 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 Fort Worth
Aviation Department
201 American Concourse, Suite 330
Fort Worth, 'I'X 76106
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
To LESSEE:
The Myers Investment Group, LLC
AT'fN: Doug Myers and Ken Myers
478 Harleysville Pike
Harleysville, PA 19438
Lessee shall have the right to sublease portions of the Premises as provided by and
in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell,
convey, sublease or transfer the entirety of its rights, privileges, duties or interests
granted by this Lease without the advance written consent of Lessor.
16.2. Conditions of Approved Assignments and Subleases.
11' Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and such
assignee or sublessee shall be bound by the terms and conditions of this Lease the
THE NIVERS INVEMAI •:NTGRQUP, LLC
Hangar and Gmund Lease
LEASL SITE 432
Fort Worth Spinks Airport
Page 15 oF23
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 BV 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
properly 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 ftu-chcr agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, as such laws, ordinances, rules and regulations exist or may
hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents,
employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, lessee and its officers, agents, employees, contractors,
subcontractors, licensees or invitees shall immediately desist from and correct the violation.
19.1 Compliance with Minimum Standards and Schedule of Rates and C'haraes:
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
THE NIVFRS iNVI STME;NrGROUP, LIP
I langar :tnd Ground L eAse
LNASE SH F. 032
Kurt worlh Spinla Airport
Page I ti of 23
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 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 these regulations which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-disetimination 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 perfonnance or to assert any such right on any future occasion.
T11V MYF;RS INVESTMENT GROUP, LLC
I Iangar and Ground Lease
LEASE SITE 02
Dort Worth Spinke Airport
Page 17 o1`23
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 shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of
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 omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions, transportation problems or any other cause beyond the reasonable
control of Lessor or Lessee.
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
TIIE MYERS INVESTMENT GROUP, LLC
Hangar and Ground Lcase
LEASE Srl'E 1132
Fort Worth Spinks Airport
Page IS of 23
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 "I'HE I'EXAS 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
hovcott Israel; and (2) will not hovcott Israel during the term of the Lease.
[Signature Pages Follow]
THE. LAYERS INVESTMENTGROUP, LIX
1 langar and Ground Lease
LEASE SITE 02
Eort Worth Spinks Airport
Pagc 19 of 23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the A''� day of __4e_�A _ , 2018.
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date: 4 L4,1is
STATE OF TEXAS
COUNTY OF TARRANT
BF;FOR1: ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, 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 SEAI.OF OFFICE this / day
1j _ ,2018.
IMINYA L JOHNSON
f',u rpA�i4
i _•' \ Not-, NUChC State 11 TC-xm:
Comm- xotres CA-17-2013
NoiotY ID 1236%12.0 NOtaly Ptl is in olid for the State of Texas
APPROVED AS TO FORM
AND I,EGALITY:
By:
Assistant elty Attorney
M&C: ,�`
Approval Date:
Form 1295 Certificate 8:
'I'llE N1ITP.S INVE57;\7ENT(,R01111% 1 I
I hangar and Ground 1-ease
LLASI{ SITU 1132
Forl Worlit Spinks Airport
Page 20 ot'23
OFFICIAL RECORD
CITY !SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this cont r' t, including ensuring all performance and reporting requirements.
47-5v�j-<
1 Anne-04aric Stowe
Title
LESSEE:
THE MYERS INVESTMENT GROUP, LLC
By: 'eW
OUG �MY RS
Date:42-e r — -v?ol O
STATE OF TEXAS
COUNTY OF TARRANT
ATTEST:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of 'Texas, on this day
personally appeared DOUG R. MYERS, 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 MYERS
INVESTMENT GROUP, LLC., and that he executed the same as the act of THE MYERS
INVESTMENT GROUP, LLC for the purposes and consideration therein expressed and in the
capacity therein stated.
GI N. 11NDER MY IIAND AND SEAL OF OFFICE this _ day
22018.
ANNE MARIE STOWE
iii
.OtarY P'jt''�c., St9ta ut TeKaS
'. —
N
=N;• .`4 = r - E • 01fos 05-01-1022
Ne:aw ID 459765 Notary Public in and ti+r the State of Texas
THE M1'M INVESTMENT GROUP, TA.0
I langar and Ground Lease
LEASE SITE #32
Fort Worth Spinks Airport
11agc 21 of 23
EXHIBIT A
REAL PROPERTY DESCRIPTION AND MAY
FOR
LEASE SITE 32
(Survey to be inserted)
THE: MVERS INVESTMF.N'TGRO(IP, LLC
Hangar and Ground Lease
LEASE SITE #32
Fort Worth Spinks Airport
Page 22 of 23
EXHIBIT "B"
MANDATORY IMPROVEMEN'r
LEASE SITE 32
All Mandatory Improvements for Lease Site 32, as detailed below, must be completed in accordance
with Section 4 of the Lease and must be completed within six (6) months of the execution of the Lease
and approved by the Aviation Department in its reasonable discretion.
Mandatory Improvements to be completed are as follows:
l . If use of hangar is intended to have offices, a plan must be submitted for the use of the office
space;
2. Repainting or re -facing the exterior and interior of the hangar;
3. Replace/repair light fixtures inside the hangar and ensure that all light fixtures are operational
and working properly;
4. Replace/update face shingles to match existing shingles;
5. Maintenance and upkeep of aircraft apron area and interior concrete area is required.
THE MYERS INVESTMENT GROUP, LLC
Hangar and Ground Lease
LEASE SITE 432
Fort Worth Spinks Airport
Page 23 of 23
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/27/2018
DATE: Tuesday, March 27, 2018 REFERENCE NO.: **C-28646
LOG NAME: 55FWS 32HGRGRNDLEASE MYERSINVESTMENT
SUBJECT:
Authorize Execution of a Hangar and Ground tease Agreement with Mandatory Improvements with The
Meyers Investment Group, LLC, for Lease Site 32 at Fort Worth Spinks Airport (COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Hangar and Ground Lease
Agreement with mandatory improvements with The Myers Investment Group, LLC, for Lease Site 32 at
Fort Worth Spinks Airport.
DISCUSSION:
On October 17, 2017, the Department of Aviation (DOA) received a proposal from The Myers Investment
Group, LLC (Myers) to enter into a Hangar and Ground Lease Agreement for Lease Site 32 at Fort Worth
Spinks Airport.
Lease Site 32 is comprised of approximately 20,145 square feet of ground space and includes a 9,240
square foot hangar. Staff requests that the City Council authorize the execution of a Hangar and Ground
Lease Agreement for a term of five years to commence on April 1, 2018 and expire on March 31, 2023.
The lease will include two - five year renewal options for an additional ten years, bringing the total lease
term to 15 years.
As a part of the Agreement, Myers will be required to complete mandatory improvements for the facility.
These improvements will include, but are not limited to, re -painting or re -facing the hangar exterior,
replace and/or repair interior light fixtures to ensure operational, replace and/or update face shingles to
match existing shingles and the maintenance and upkeep of aircraft apron area and interior concrete, as
needed. If the use of the hangar is intended to have offices, a plan must be submitted for review and
approval. All mandatory improvements must be approved by the DOA and completed within six months of
execution of the Lease, unless otherwise communicated.
The total revenue received from this lease will be approximately $18,190.00 annually or $1,515.86 per
month. Revenue is based on a hangar rate of approximately $1.38 per square foot and a ground rental
rate of $0.27 per square foot, in accordance with the Aviation Department's Schedule of Rates and
Charges and Lessor's market analysis. 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.
This Hanger and Ground Lease Agreement was included as a discussion item at the January 18, 2018
Aviation Advisory Board meeting agenda,
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 6.
Logname: 55FWS 32HGRGRNDLEASE MYERSINVES'TMENT Page 1 of 2
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit
of funds due to the City. Upon receipt, these funds will be deposited into the Municipal Airports Fund,
Hangar Lease Revenue Account, which has total estimated revenue in Fiscal Year 2018 of $1,513,594.00
and year-to-date receipts of $559,230.39. The Ground Lease Revenue Account, which has total
estimated revenue in Fiscal Year 2018 of $1,834,985,00 and year-to-date receipts of $706,439.93.
FUND IDENTIFIERS (FIDs):
TO _
Fund Department ccoun Project Program ctivity Budget Reference # moun
I I ID Year (Chartfield 2)
FROM
Department Accoun Project Program ctivity Budget Reference # moun
7�1
ID ID 1 , Year I (Chartfield 2)
CERTIFICATIONS:
Submitted for Citv Manaaer's Office bv: Fernando Costa (6122)
Originatinq Department Head: Bill Welstead (5402)
Aaron Barth (5434)
Additional Information Contact: Anne -Marie Stowe (5415)
ATTACHMENTS
1. Form 1295 Mvers Investment.odf (Public)
2. Map HGR 32 Sninks.pdf (Public)
l,ognanie: 55FWS 32IIGRGRNI 1.FAS1 MYE.RSINVI STMI NIT Page 2 of
CERTIFICATE OF INTERESTED PARTIES
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CITY SECRCTARY
CONTRACTNO..�
AiViENDi ENT NO.
CITY SECRETARY CONTRACT NO.50636
FORT WORTH SPINKS AIRPORT
IiANCAR AND GROUND LEASE AGREEMENT
This AMENDMENT NO. I ("Amendment") to City Secretary Contract Number 50636 is made
and entered into by and between the CITY OF FORT WORTII ("Lessor"), a house rule municipal
co►poration organized under the laws of the State of Texas, acting by and through Fernando Costa, its
duly authorized Assistant City Manager, and DANIEL GRIFFITH ("Lessee"), an individual.
REC UALS
WHEREAS, On or about April 13, 2018, Lessor and The Myers inVCSlnlent Group, LLC (Myers)
entered into City Secretary Contract ("CSC") No. 50636 ("L.ease"), a tease ol'real property consisting of
20,145 square reet of' ground space, including a 9,240 square foot hangar at }Fort Worth Spinks Airport
("Airport") known as Lease Site 32 (" Leased Premises"); and
WHEREAS, On or about September 4, 2019, Myers entered into an assignment of the Lease with
the Lessee where Myers relinquished all rights, title, and interest in the Leased Premises and assigned those
interests to the Lessee; and
WHEREAS, On or about October 4, 2019, the Lessor, Myers, and Lessee entered into City
Secretary Contract ("CSC") No. 50636-CAL a Consent to Assignment of the Lease for the Leased
Prenuscs ar►d any improvements and facilities thereon ("Assignment"); and
WHEREAS'. there is currently approximately three (3) ycitrs wmaiuing on the Lease with two
(2) consecutive options to renew the Lease for two (2) additional successive terms of five (5) years; and
WHEREAS, Lessor and Lessee now wish to amend the Lease to extend the initial term or the
Lease for lease site 32.
NOW, THERi;FORE, for good and valuable consideration, the receipt and adequacy of which are
hereby ackuowledged, Lessor and Lessee hereby agree as follows:
The Agreement is hereby amended by deleting Section 2.1, "Initial 'Perm," of the Agreement in its
entirety and replacing it with the following:
2.1 Initial Torm.
'rhe initial term of this Lease shall
("Effective Date") and expire at 1 1:59 p.m
as provided herein ("Inni:►I Tenn").
Fort wonh Spinkti Ai pon
Diurid Griffith
Amendment No. I to CSC Va. 50636
rage 1406
commence at 12:00 a.m. on April I, 2018
on June 12. 2048, miless terminated earlier
2.
All other terms and conditions of the Lease shall remain in 11111 force and effect.
3.
The statements set forth in the recitals above are true and correct and form the basis uporl which Lessor and
Lessee have entered into this Agreement. The Lease is a public document on file in Lessor's City
Secretu►y's Office aild is inrurporated herein by reference for all purposes,
All other provisions and conditions of the: Lease that are not expressly amended herein or directly in
conflict with the provisions and conditions of this Amendment shall remain in full force and effect.
I Siguatur ens on Following Pages]
roil wottit 5pinks Airporl
Dunid GriPbtl)
Amendment No. 1 to CSC No. 50036
Page 2 uro
IN WITNESS WHEREOF, the patties hereto h;tvc executed this Agreement in nttlltipics on this
the -dny of , 2020.
r
1
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date: .As
STAIT:OF TEXAS
COUNTY OF TARKANT fi
BETOR MIi, the uncle signed authority, a rotary Public in and for the State of Tcxas, on this day
personally appeared Fernando Costa, known to me to be the person whose name is subscribed to the
foregoing instniment, and acknow1cdged to me that the same was the act of the Chy 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.
Ul N UNDER MY HAND AND SEAL OF OFFICE this C � day
2020.
Aota�y tttr�J�andf the State of"texas
APPROVED AS TO FORM
AND 1,EGALIFY:
Thomas Ro3i ansen
Assistant City Attorney
M& C: 20-0307
Approval Date: May 5, 2020
Form 1295: 2020 607026
I
r,Prt wonh Spiuk.4 Aigmn
Dallic1(hiftilh
Amcndntem No. I io CSC No. 50636
19tec 3 of G
ATTEST:
M/Ily, J. Kafys ity sere
Contract Compliance Manager:
By signing f ackf pledge that l am the person responsible for the monitoring turd administration of this
rant -, rr,inclt ens44ig-aperformance and reporting requirements.
act , y6pet�ty Mat IT
r
� — _-- —
Print Name
LESSEE:
FFITH
By: _ --
Daniel Uriffith _
Date: �—C —
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of'I'cxas, on this
day personally appeared Daniel Griffith, known to me to be the person whose nnme 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, lbr the purposes and consideration therein
expressed and in the capacity therein started.
GIVEN UNDER MY C1AND AND SEAL. OF OFF1CT this ttoy of--.Ap_' _ _ , 2U'LU.
SUSAN HEHNANDEZ Notary Public in and for the State CMILS
;Notary Public. Stale of 70AaS
t1 'tfi Comm, Cxpjras 11.20.7022
'' 1,Of ,:�`� Notary ID 12633317.9
City of Fort Worth, Texas
Mayor and Council Communicatioi i
DATE: 05/05/20 M&C FILE NUMBER: M&C 20-0307
LOG NAME: 55FWS LEASE AMEND GRIFFITH HGR 32
SUBJECT
Authorize the Execution of an Extension of the Lease Terms of a Hangar and Ground Lease Agreement with Daniel Griffith for Lease Site 32 at
Fort Worth Spinks Airport (COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council authorize the extension of the lease terms of a Hangar and Ground Lease Agreement with Daniel Griffith at
Lease Site 32 at Fort Worth Spinks Airport.
DISCUSSION:
On or about April 13, 2018, the City of Fort Worth (City) and The Myers Investment Group, LLC (Myers) entered into City Secretary Contract
(CSC) No. 50636, a Lease of real property consisting of 20,145 square feet of ground space (Lease), including a 9,240 square foot hangar at
Fort Worth Spinks Airport (Airport) known as Lease Site 32 (Leased Premises).
On or about September 4, 2019, Myers entered into an assignment of the Lease with Daniel Griffith (Lessee) where Myers relinquished all
rights, title, and interest in the Leased Premises and assigned those interests to the Lessee.
On August 27, 2019, (M&C19-0073), City Council authorized the execution of a Consent to Assignment of the Lease. The original term of the
Lease commenced on April 1, 2016 at 12:00 AM and expires at 11:59 PM on March 31, 2023. In addition to the initial term, the Lease currently
provides Lessee two (2) consecutive options to renew this Lease for successive terms of five (5) years each.
On September 1, 2019, staff received a request from Daniel Griffith to extend the initial term of the Lease to align lease terms with Lease Site
31 for which the tenant also has a lease agreement located at Fort Worth Spinks Airport. Upon City Council approval, the initial term of the
Lease will be extended to June 12, 2048.
Under the current Lease, Daniel Griffith remits the amount of $18,999.60 annually to the City, payable in monthly installments of $1,583.30.
Rental rates are subject to increase on October 1st of any subsequent year during the Initial Term, to reflect any upward change in the
Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor
agency.
The lease provides for five-year adjustments beginning October 1, 2023 and every fifth (5th) year thereafter (October 1, 2028, 2033) for the
remainder of the initial term. Upon approval of the lease term extension, the five-year adjustments will include the remainder five year periods
through June 12, 2048 (October 1, 2038, 2043).
In addition, every tenth (loth) year under the Lease, the hangar rate shall automatically be adjusted to equal the then Fair Market Value, as
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.
The Lease Extension for Lease Site 32 was included as a discussion item at the September 12, 2019 Aviation Advisory Board Meeting
agenda.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of the lease, funds will be deposited into the
Municipal Airport Fund. The Aviation Department (and Financial Management Services) is responsible for the collection and deposit of funds due
to the City.
Submitted for Citv Manaaer's Office bv: Fernando Costa 6122
Oriainatina Business Unit Head: Bill Welstead 5402
Additional Information Contact: Ricardo Barcelo 5403