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HomeMy WebLinkAboutContract 34065-T1 CITY SECRETARV.-, I� CONTRACT NO. AGREEMENT TERMINATING LEASE FORT WORTH SPINKS AIRPORT UNIMPROVED GROUND LEASE AGREEMENT LEASE SITE 6W This AGREEMENT TERMINATING LEASE ("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, acting by and through FERNANDO COSTA, its duly authorized Assistant City Manager and Spinks West Side Associates, LLC, a Texas Limited Liability Company (Lessee), acting by and through DARRELL CLENDENEN, its duly authorized Managing Member. RECITALS The following introductory provisions are true and correct and form the basis of this Agreement: A. Lessor previously entered into a Ground Lease Agreement ("Lease") at Fort Worth Spinks Airport (the "Airport") known as City Secretary Contract No. 34065 on June 14, 2006 with Spinks Air Associates, LLC. All defined terms used in this Agreement that are not otherwise defined herein shall have the meaning as set forth in the Lease. B. Lessor and Lessee have decided to cancel and terminate the Lease and it is the intention of Lessor and Lessee to effect the cancellation of the Lease by this instrument. THEREFORE, in consideration of the covenants and agreements contained below, and of the release and surrender by Lessee of the Lease and all of its rights in it and all of its rights in and to Premises, of the release by Lessor of all Lessee's obligations under the Lease, and for other valuable consideration, the receipt and sufficiency of which are acknowledged here, the parties to this Lease agree as follows: AGREEMENT 1. TERMINATION OF THE LEASE. The Lease is hereby terminated effective as of January 31, 2017 ("Effective Date"). Lessor hereby agrees to pay Lessee in the amount of $419,380.00 for the termination of the Lease, which is intended to compensate Lessee for the leasehold interest. Lessee and Lessee's heirs and assigns hereby forever releases, quitclaims, and surrenders to Lessor the Lease and all rights of Lessee in and to the Premises and the Agreement Terminating Lease Fort Worth Spinks Airport OFFICIAL RECORD Unimproved Ground Lease Agreement—Spinks West Side Associates,LLC CITY SEMVAW nT.�Il10RTH,'1'X Ramp Space. Lessee and Lessee's heirs further RELEASE, ACQUIT, AND FOREVER DISCHARGE Lessor and Lessor's agents, servants, employees and all other persons from any and all claims, demands, or causes of action of any kind whatsoever against Lessor which Lessee may have now, known or unknown, existing, directly or indirectly attributable to the Lease or this Agreement. 2. TERMINATION OF SUBLEASES Lessee hereby agrees to cancel and terminate all existing subleases listed on the attached Exhibit "A" no later than the Effective Date and to fulfill any requirements of such termination, including the return of any deposits. Lessee certifies that all requirements of the subleases listed on Exhibit "A" have been fulfilled and that neither Lessee nor any subtenants are in default of the subleases. Lessor agrees to negotiate the execution of month-to-month leases in good faith with current subtenants. 3. SURRENDER OF PREMISES. Within 30 days following the Effective Date, the Premises shall be vacated of all trade fixtures, tools, machinery, equipment, materials and supplies, furniture, and personal property ("Tenant Property"). By entering into this Agreement, Lessee hereby agrees that any Tenant Property remaining after this 30 day period shall become property of the Lessor, and this Agreement constitutes a bill of sale for same to Landlord. 4. NOTICES TO LESSEE AFTER EFFECTIVE DATE. All notices to Lessee after the Effective Date shall be addressed as follows: Darrell Clendenen 41606 Date Street, Suite 203A Murrieta, CA 92562 Agreement Terminating Lease Fort Worth Spinks Airport Unimproved Ground Lease Agreement—Spinks West Side Associates,LLC Page 2 of 4 IN WITNESS WHEREOF, the parties hereto haves executed this Agreement Terminating Lease in multiples on this the day of ► 1 , 2017. CITY OF FORT WORTH: By: Fernando Costa Assistant City Manager Date: Z&/7 7 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 Fernando Costa, known to me to be the person whose name is subscribed to this Agreement Terminating Lease, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 12017. TRIKINYA L JOHNSON ` �E+SNotary Public.State of Texas - .,` +�,€ Comm. Expires 04-17-2018 Notary Publi m and/ r the Notary ID 1238832.0 State of Texas APPROVED AS TO FORM ATTEST: ANGALITY: C By: By: Paige ebane a J. Kayser Assistant City Attorney City Secretar F QRS,.:...... �20 M&C: C-28022 Approval Date: December 6,2016 Form 1295: 2016-130429 yF'. Agreement Terminating Lease Fort Worth Spinks Airport MB Unimproved Ground Lease Agreement—Spinks West Side Associates, LLC OFFICrAVALtORD CITY SECRETARY FT.WORTH,TX Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting require nts. Title LESSEE: ATTEST: SpinkZAssoci"a LLC By: By: arrell lendenen, Managing Member Date: //Z eZo/ -7 STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Darrell Clendenen, known to me to be the person whose name is subscribed to this Agreement Terminating Lease, and acknowledged to me that the same was the act of Spinks Air Associates, LLC, and that s/he executed the same as the act of Spinks Air Associates, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day , 2017. See following notary certificate Notary Public in and for the State of Agreement Terminating Lease Fort Worth Spinks Airport Unimproved Ground Lease Agreement—Spinks West Side Associates, LLC Page 4 of 4 A notary public or other officer completing this certificate verifies only the identity of California Certificate the individual who signed the document to which this certificate is attached,and not of Acknowledgment the truthfulness,accuracy,or validity of that document. State of California y ) County of On before me,Joanne Cooper, Notary Public, personally appeared CIL.0,e� � C-lf—PIJp—V"1�' (�1 who proved to me on the basis of satisfactory evidence to be the personk4 whose name�sfis/subscribed to the within instrument and acknowledged to me that he/ /may executed the same in his/her/t' authorized capacityUes), and that by his/ signaturejsron the instrument the personK, or the entity upon behalf of which the person(O"'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. JOANNE COOPER COMM.#2040227 gNOTARY PUBLIC•CALIFORNIA RIVERSIDE COUNTY Z comycommission Signatured"A6W E«p��o�lon�r�,20 7 (seal) Optional Information Description Of Attached Document The prec mg Certificate of Acknowledgment is attached two`a document titled/for the purpose / of 1Ert�_ �4�t E'i\"l Y � �;1 CGt�{3C S' f7Gtetre l� containing pages and dated ' The signer(s)capacity or authority is/are as: ❑ Individual ❑ Attorney-In-Fact ❑ Corporate Officer(s) title(s) ❑ Guardian/Conservator ❑ Partner—Limited/General ❑ Trustee(s) � , , J Other: ( Y/ /u+.LQ I'/�-A R��i.49-er, + Representing: r 1(r kc C l e l_L Jam_ Name(s)of Persons)or Entity(ies Signer is Representing City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/6/2016 - Ordinance No. 22528-12-2016 DATE: Tuesday, December 6, 2016 REFERENCE NO.: C-28022 LOG NAME: 55FWS 3LEASETERM CLENDENEN SUBJECT: Authorize Termination of Three Ground Lease Agreements with Darrell Clendenen at Fort Worth Spinks Airport, Authorize Amendment to the Municipal Airports Capital Improvement Plan for Fiscal Year 2016- 2017 to Increase Appropriations to $4,400,000.00 for the Acquisition of Leasehold Interests, Authorize Payment of$1,660,120.00 to Spinks Air Associates, LLC, Authorize Payment of$419,380.00 to Spinks West Side Associates, LLC, and Authorize Payment of$2,320,500.00 to Spinks East Side Executive Hangars, Inc. to Acquire the Remaining Leasehold Interests, Authorize Use of Mineral Lease Revenue from City Airports and Adopt Appropriation Ordinance (COUNCIL DISTRICT 6) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the termination of three Ground Lease Agreements with Spinks Air Associates, LLC, Spinks West Side Associates, LLC, and Spinks East Side Executive Hangars, Inc.; 2. Authorize amendment to the Municipal Airports Capital Improvement Plan for Fiscal Year 2016 - 2017 to increase appropriations to $4,400,000.00 for the acquisition of leasehold interests; 3. Authorize payment of$1,660,120.00 to Spinks Air Associates, LLC, authorize a payment of $419,380.00 to Spinks West Side Associates, LLC, and authorize a payment of$2,320,500.00 to Spinks East Side Executive Hangars, Inc. to acquire the remaining leasehold interests; and 4. Authorize the use of mineral lease revenue from City Airports for the purchase of the leasehold interests and adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Airports Gas Lease Project Fund in the amount of$2,800,000.00. DISCUSSION: On February 24, 2004, (Mayor and Council Communication (M&C) L-13765), City Council approved an unimproved ground lease, City Secretary Contract (CSC) 30198, with Darrell Clendenen with Spinks Air Associates, LLC, at Fort Worth Spinks Airport (Spinks Airport). Spinks Air Associates, LLC, constructed three hangar facilities, collectively consisting of 49,301 square feet, on the east side of Spinks Airport. On July 19, 2005, (M&C C-20855) City Council approved an unimproved ground lease, CSC No. 34065, with Darrell Clendenen with Spinks West Side Associates, LLC, which resulted in the construction of one 18,420 square foot hangar facility on the west side of Spinks Airport. On March 4, 2008, (M&C C-22703) City Council approved an unimproved ground lease, CSC No. 36733, with Darrell Clendenen with Spinks East Side Executive Hangars, LLC, which resulted in the construction of two executive hangar facilities, collectively consisting of 54,600 square feet, on the east side of Spinks Airport. Logname: 55FWS 3LEASETERM CLENDENEN Page 1 of 3 Mr. Clendenen recently approached the City expressing his desire to terminate all of his Lease Agreements. Mr. Clendenen asked if the City would be interested in purchasing the leasehold interests in these properties. Recognizing the good condition and value that the hangar facilities possess, the Aviation Department had the leasehold interests appraised to determine the appropriate value. Based on the appraised value, the Aviation Department and Mr. Clendenen have tentatively agreed on a purchase price of$4,400,000.00 for all three of the aforementioned leasehold interests, contingent on City Council approval. The net profit received from leasing these facilities will be approximately $327,600.00 annually, or $27,300.00 per month. The annual net income will surpass the overall cost of the facilities in year 12. These projected revenues are based in accordance with the Aviation Department's Schedule of Rates and Charges. At present, all facilities are fully occupied and a waiting list has been established. Spinks Airport is currently not financially self-sufficient and operates at a net deficit of approximately $320,000.00 annually. It is being subsidized through Meacham Airport's revenue. With the acquisition of these hangar facilities, revenue will increase and, in turn, bridge the budget gap for Spinks Airport. The Federal Aviation Administration requires public use airports to try to be as self-sustaining as possible and is documented through Grant Assurances. In particular, Grant Assurance No. 24 states, "Airport will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible." On September 13, 2016, City Council (Ordinance 22394-09-2016) approved the Municipal Airports Capital Improvement Plan for Fiscal Year 2016 - 2017 which included a project to acquire hangar leasehold interest in the amount of$1,600,000.00. The Aviation Department would like to amend the plan to increase the amount appropriated for this project by $2,800,000.00 for a total project cost of $4,400,000.00. This increase will allow for the Aviation Department to purchase additional hangars. Staff recommends approval to terminate the Ground Lease Agreements and approve the payment to Spinks Air Associates, LLC, Spinks West Side Associates, LLC, and Spinks East Side Executive Hangars, Inc. to purchase leasehold interest. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, of the Airports Gas Lease Project Fund. The Aviation Department is responsible for the collection and deposit of funds due to the City under this Agreement, if approved. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project ProgramIlActivityl Budget Reference # Amount ID ID Year Chartfield 2 FROM Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year (Chartfield 2� CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Logname: 55FWS 3LEASETERM CLENDENEN Page 2 of 3 Originating Department Head: Bill Welsted (5402) Anne-Marie Stowe (5415) Additional Information Contact: Aaron Barth (5434) ATTACHMENTS 1. 55FWS 3LEASETERM CLENDENEN AO.docx (Public) 2. Form 1295 Clendenen.pdf (Public) 3. MAP Clendenen.pdf (Public) Logname: 55FWS 3LEASETERM CLENDENEN Page 3 of 3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties, CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-130429 Spinks Air Associates LLC Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that Is a party tot the contract for which the form is 10/30/2016 being filed. City of Fort Worth Department of Aviation Date Acknowledged:O -(I b11 g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Lease Sites 6W,7E,8E,9E,10 Termination of Ground Lease Agreements at Fort Worth Spinks Airport Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT `t r t t l I, I swear,or affirm,under penalty fperjGry,t be-above disclosure is true and correct. �O P p,.LAg0 �Slgn tGre otalathorized agent of contracting business entity 0. AFF(Srr,NOT/� A��D AL ABOVE ! Swor andts�6�dribed before me,by the said �` �{ � � this the t day of , 20 ,to certify which,witness my hand and seal of office. 1 ifl; Lcj- 1 r signature of officer administering oath _.9rinted name of officer administering oath t Title of officer administering Oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277