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Home My WebLink About060893-A1TE1 - General - Contract - FTW Midfield LLCDocusign Envelope ID: 67F56BE9-B030-87E0-83B3-F067AC36A807 CSC No. 60893-A1TE1 TERMS AGREEMENT This Terms Agreement ("Agreement") is entered into on this 07 day of August 2026 (the "Effective Date") by and between FTW Midfield LLC, a Delaware limited liability company ("FTW") and the City of Fort Worth ("City") for the purpose of memorializing certain modifications of the terms and conditions in the FTW Midfield LLC (FTW) Lease (defined below) to accommodate the City's Runway 16/34 Rehabilitation Project (defined below). RECITALS WHEREAS FTW and the City are parties to that certain City Secretary Contract No., 60893 (as amended) (the "FTW Lease") for that certain premises identified in the FTW Lease (the "Premises") located at Fort Worth Meacham International Airport (the "Airport"). WHEREAS The City anticipates undertaking that certain Runway 16/34 Rehabilitation Project (the "Project"), which may affect FTW's use of the Premises. WHEREAS the parties desire to amend the FTW Lease (the "Revised FTW Lease") to address the impacts of the Project on FTW to incorporate the terms set forth below (the "Agreed Business Terms"). WHEREAS the parties wish to execute this Agreement to memorialize the Agreed Business Terms while the parties draft and negotiate and the City seeks approval of the final Revised FTW Lease"). OFFICIAL RECORD AGREED BUSINESS TERMS CITY SECRETARY FT. WORTH, TX 1. EXTENSION OF CURE/TERMINATION NOTICE. With respect to that certain Notice to Cure Breach or Default of Lease under City Secretary Contract 60893 dated March 30, 2026, the City does not acknowledge the default was cured by FTW, but agrees not to pursue the City's termination rights under the FTW Lease earlier than November 30, 2026 to provide for sufficient time for the parties to negotiate and execute the Revised FTW Lease based on Agreed Business Terms; provided that nothing in this Agreement is an acknowledgement or admission by FTW that a default exists under the FTW Lease or, to the extent that a default exists, that FTW has not satisfactorily affected a cure of said default. 2. GROUND LEASE TERM. The FTW Lease shall be amended to provide a thirty (30) year initial term ("Term"), commencing on the first day of the first full month following the City's completion of the Project. FTW shall have one (1) option to extend the Term for an additional ten (10) year period. 3. RENT ABATEMENT. The City shall grant Lessee a full abatement of rent due under the lease (as may be amended by the Revised FTW Lease) from April, 2026 and continuing through the end of the first full month following completion of the Project, or until an aggregate rent abatement totaling $235,000.00 has been applied under the FTW Lease or the Revised FTW Lease, whichever event occurs first. Docusign Envelope ID: 67F56BE9-B030-87E0-83B3-F067AC36A807 CSC No. 60893-A1TE1 4. COMMENCEMENT OF INITIAL TERM. The Term of the Revised FTW Lease shall commence on the fast day of the first full month following the City's completion of the Project, as will be defined by Exhibit "E", Commencement Date Memorandum in the Revised FTW Lease. 5. CONSTRUCTION BY FTW. FTW may commence construction of the Hangar Improvements (as defined in the FTW Lease) at any time, provided such construction activities or completed improvements do not encroach upon or violate the established RSA or ROFA of Taxiway A while it serves as a temporary alternate landing surface, as determined by applicable FAA rules and regulations. 6. FINANCIAL STATEMENT REOUIREMENT. Prior to the effective date of the Amended FTW Lease, FTW will provide a letter or other sufficient documentation, in a form satisfactory to the City, confirming the availability of sufficient funds to support FTW's planned development of the Premises. FTW's failure to timely provide such financial documentation shall constitute a material default under the Lease, entitling the City to exercise all remedies available. 7. STORMWATER IMPROVEMENTS. FTW may, at its sole cost and discretion, construct permitted stormwater infi•astructure required for its development, provided such work does not interfere with the use of Taxiway A as an alternate landing surface during Project construction or impede the ongoing operation of Taxiway H. The Aviation Department intends to enhance and fund the improvements to Pond D to expand stormwater storage capacity in support of anticipated future airport development. The date that the Pond D improvements are completed is the "Pond D Completion Date". 8. AMENDMENT TO SECTION 4.1 — MANDATORY IMPROVEMENTS. The first sentence of Section 4.1.1 (Phase One Improvements) shall be amended to read: "The Parties acknowledge that Lessee commenced construction of the Phase One Improvements on April 29, 2026, following issuance of the City's early grading permit. Lessee shall thereafter diligently pursue completion of the Phase One Improvements and complete such Phase One Improvements no later than twenty-four (24) months following the Pond D Completion Date, subject to the terms and conditions of the FTW Lease." Lessor and Lessee agree to modify any other relevant lease section to effectuate the changes above. 9. SETTLEMENT OF CLAIMS. The Amended FTW Lease will contain a provision whereby the parties agree that as a condition of executing the Amended FTW Lease, the parties agree that it shall constitute a full and final settlement of all claims, demands, or disputes between the parties arising to date in connection with the leasehold, the Project, or any related matters. 10. CITY COUNCIL APPROVAL. This Terms Agreement is subject to approval by City of Fort Worth City Council. No agreement shall be considered final until it has been duly ratified by the Council. By signing this Agreement, the City Attorney's Office is not making any representation as to whether the City Council will approve or disapprove this Agreement. Terms Agreement Page 2 of 3 Docusign Envelope ID: 67F56BE9-B030-87E0-83B3-F067AC36A807 CSC No. 60893-A1 TE 1 [END OF AGREEMENT — SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the FTW and City have executed and delivered this Agreement as of the Effective Date. CITY OF FORT WORTH Vd,Y" 0 v By: Valerie Washington (Aug 7, 2026 22:24:41 CDT) Valerie Washington Assistant City Manager APPROVED AS TO FORM ATTEST: AND LEGALITY: Candace PagNara By: Candace Pagliara (Aug 7, 202 8:24:20 CDT) Candace Pagliara Assistant City Attorney FTW MIDFIELD LLC Docuftned by: By: F42 o- Name: Jona Zan T6nxich Its: Managing Member d4000n FORrn�ad o0 Ogg °�10 OVe a=d a �a4 nEX 45660 Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Terms Agreement Page 3 of 3 CSC No. 60893-A1TE1 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: FTW Midfield LLC Subject of the Agreement: Terms Agreement between FTW Midfield LLC and City of Fort Worth regarding modifications of the terms and conditions in the FTW Midfield LLC Lease to accommodate the City's Runway 16/34 Rehabilitation Project. M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 No, Just a Terms Agreement attached to CSC 60893 & 60893-At If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No ❑✓ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Date of Execution If different from the approval date. Expiration Date: TBD If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ✓❑ No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) Suggest using CSC NO. 60893-A1-TA *Indicates the information is required and if the information is not provided, the contract will be returned to the department. QE R g r Vertables