HomeMy WebLinkAboutContract 49526 CITY SECRETARY
CONTRACT NO.`/ /9S,2�D -
SPINKS AIRPORT, FORT WORTH TEXAS
HANGAR SUBLEASE ESTOPPEL,NON-DISTURBANCE,AND ASSIGNMENT
AGREEMENT
This ESTOPPEL, NON-DISTURBANCE, AND ASSIGNMENT AGREEMENT (the
"Agreement") is made and entered into by the CITY OF FORT WORTH, a Texas Home-Rule
Municipal Corporation ("City"), SPINKS AIR ASSOCIATES, LLC, a Texas Limited Liability
Company("Lessee"), and ROBERT SCHULKO ("Sublessee").
RECITALS
The following introductory provisions are true and correct and form the basis of this
Agreement:
A. On June 30, 2004, Lessee entered into an Unimproved Ground Lease with Mandatory
Improvements (hereinafter the "Ground Lease") with the City (CSC No. 30198). The real
property, which is the subject of the Ground Lease, consists of three (3) hangar sites
identified as Lease sites 7E, 8E, and 9E, located at Spinks Airport in the City of Fort Worth.
B. On January 1, 2016, Lessee and Sublessee entered into those certain Spinks Airport Hangar
Leases governing Hangars 33, 34, and 35, attached hereto as Exhibit "A-1" and Exhibit
"A-2" (the "Hangar Leases").
C. On December 6, 2016, the City Council of the City of Fort Worth adopted Mayor and
Council Communication(M&C) C-28022, authorizing the termination of the Ground Lease.
D. City and Lessee have agreed to terminate the Ground Lease pursuant to that certain
termination Agreement attached as Exhibit "B" and incorporated herein.
E. It is the desire of the Parties that Sublessee be allowed to continue the terms of the Hangar
Leases and that City will assume the rights and obligations of Lessee under the Hangar
Leases.
THEREFORE, in considerations of the covenants and agreements contained below, the
parties to this Agreement agree as follows:
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AGREEMENT
1. ESTOPPEL
Lessee and Sublessee hereby warrant and represent to and agree with City as follows,
with the understanding that City is relying on these warranties, representations, and
agreements in connection with its transaction as follows:
a. Sublessee is the tenant under the Hangar Leases, attached hereto as Exhibit"A-1" and
Exhibit"A-2"
b. The attached Exhibit"A-1" and Exhibit"A-2" contain true, correct, and complete
copies of the Hangar Leases and all amendments to the Hangar Leases.
c. The Hangar Leases are in full force and effect.
d. The Commencement Date of the term of the Hangar Leases are January 22, 2009, and
the term of the Hangar Leases will expire on December 31, 2036, unless sooner
terminated as provided in the Hangar Leases.
e. Sublessee is in possession of the premises leased to it under the Hangar Leases and
Lessee has complied fully and completely with all of its covenants, warranties and
other undertakings and obligations under the lease to this date, with the result that
Sublessee is fully obligated to perform, and is performing, all of the other obligations
of Tenant under the Hangar Leases, without right of counterclaim, offset, defense or
otherwise.
f. Sublessee has not made any prepayment of rent under the Hangar Leases and there
are no offsets, defenses, counterclaims or credit against the rentals due under the
Hangar Leases.
g. A security deposit has been made with Lessee in the amount of$925.00.
h. There are no side letters or other agreements, whether or not constituting amendments
to the Hangar Leases, for tenant inducements such as rebates of or reductions in the
rental provided for in the Hangar Leases [except as follows:N/A]
i. Except as specified in the Hangar Leases, Sublessee has no rights of first refusal in
connection with the Leased Premises.
j. To Sublessee's knowledge, neither Lessee nor Sublessee is in default under the Lease
and no event has occurred which with notice or the passage of time will become a
default under the Hangar Leases.
k. Sublessee has not, and is not preparing to, declare bankruptcy or begin reorganization
proceedings.
1. This Agreement inures to the benefit of City and is binding upon Sublessee and
Sublessee's legal representatives, successors and assigns.
2. NON-DISTURBANCE AND ASSIGNMENT OF INTEREST
City, Lessee, and Sublessee, agree as follows:
a. Lessee agrees to release and assign all of its interest in the Hangar Leases from the
Effective Date forward to City.
b. City hereby accepts and assumes all obligations and liabilities of Lessee under the
terms of the Hangar Leases and agrees to be bound by all the terms,provisions, and
covenants thereof.
c. Sublessee agrees and acknowledges that all privileges, rights, obligations, and
responsibilities (including, but not limited to the payment of rent) owed to Lessee
under the Hangar Leases shall be owed to City, beginning on the Effective Date of
this Agreement.
d. City and Sublessee agree to be bound by all terms and conditions contained in the
Hangar Leases as though City were Lessee.
e. Notices to City shall be given at the following address:
Aviation Department
201 American Concourse
Suite 330
Fort Worth, Texas 76106
f. All other provisions of the Hangar Leases shall remain in full force and effect.
g. The Effective Date of this Agreement shall be February 1,2017.
WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day o , 2017.
CITY OF FORT WORTH:
Ez
By: ( =4 f
Fernando Costa
Assistant City Manager
Date:8
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, 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 OL LA day
/ 7 , 201/. ?
1RIKINYA L JOHNSON
.'ti�aY•°fie�'
;Notary Public,State of Texas Notary Oublic 1 and for the
?�'• '; Comm. Expires 04-17-2018
Notary ID 1238832-0 State of Te
APPROVED AS TO FORM ATTEST: SORT /N
AN GALITY: �x
By: � By.
Paige Mebane M r '
Assistant City Attorney City Secretary
`••�XPS
1295 Cert.No.:
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
adminis on of this contract, including ensuring all performance and reporting requirements.
Anne-Marie Stowe OFFICIAL RECORD
/ D � CITy 812CRETARY
Title
�'fM WORTH,TX
Title
LESSEE: ATTEST:
Spinks Westside s ' tes,
B By:
ell Clendenen,
Managing Member
Date: 41z7/zo/ 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, 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
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 )
County of
On�. Y before me, Joanne Cooper, Notary Public,
personally appeared x Dn—rre I l
who proved to me on the basis of satisfactory evidence to be the person(s) whose name.(•a') is/are subscribed to the
within instrument and acknowledged to me that he/sW/they executed the same in his/}moi-/jWir authorized
capacity(ies), and that by his/W/tfjef signature(srron the instrument the person(s), or the entity upon behalf of which
the person(,$)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
Z NOTARY PUBLIC-CALFORNIA Z
RIVERSIDE COUNTY
Slgnatu r MyCommission Expires October 1.2D17
(seal)
Optional Information
Description Of Attached Document
The preceding Certificate ofAcknowledgmentis attached to a document titled/for the purpose
of Q K S .1rP� -} �y`ti' ik v--z-a In —rc Pcn S FIG h aC"r"i ea se GJ'O4 EI f Ntlh'D I�t ll(6(�h�p
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The signer(s)capacity or authority is/are as:
w Individual
❑ Attorney-In-Fad
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title(s)
❑ Guardian/Conservator
❑ Partner—Limited/General
❑ Trustee(s)
❑ Other: �( /� /�
Representing:` ^n J 4{r A-SSQLI b C� _
Names)of Person(s)or Entity(ies)Signer is Representing
SUBLESSEE:
NEWSTART CONSTRUCTION, INC.,
By: V
k4 �—
Robert Schulko
Date: Z
STATE OF §
COUNTY OF §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Robert Schulko, known to me to be the person whose name is
subscribed to this Agreement, and acknowledged to me that the same was the act of Robert
Schulko, and that s/he executed the same as the act of Robert Schulko., for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this / I ` day
RMAYI , 2017.
LAM Moritflm
f(a
STATE TEXAS Notary Public in and for the
My Comm.Exp.07/3/2016
ID#128188764
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SPINKS AIRPORT HANGAR LEASE
12609 Wildcat Way N. Fort Worth, Texas
(Aircraft/T-Hangar)
SPINKS AIR ASSOCIATES, LLC, herein called Lessor, leases to ROBERT
SCHULKO, herein called Lessee, the property described below upon the following terms and
conditions:
1. Description. The premises leased hereby are located at 12609 Wildcat Way
North, Spinks Airport, Fort Worth, Texas, and consist of Hangar Number "33" (hereinafter the
"Premises").
2. Use. The Premises are leased hereby for the storage of an aircraft and aircraft
supporting equipment in connection therewith. The Premises shall not be used for commercial
purposes.
3. Term.
(a) The term of this Lease shall be for a period commencing January 1, 2016
and ending December 31, 2022 and may continue on a month-to-month basis thereafter subject
to the provisions contained in Paragraphs 12 and 13 herein.
(b) Any holding over by Lessee after the expiration of this Lease and/or
termination by Lessor pursuant to Paragraph 12, without a written agreement with Lessor to
occupy said Premises, shall be on a day-to-day basis and the rent during any hold-over period
shall be Fifty Dollars ($50.00)per day for each day Lessee holds over.
4. Rent.
(a) Lessee shall pay to SPINKS AIR ASSOCIATES, LLC the sum of FOUR
HUNDRED DOLLARS ($400.00) per month as rent for the Leased Premises, payable, in
advance,on the first day of each month during the lease term.
(b) Lessee hereby acknowledges that the late payment of rent or any other
sums due hereunder will cause Lessor to incur costs not contemplated by this T-Hangar Lease,
the exact amount of which will be extremely difficult to ascertain. Such costs include, but are
not limited to, costs for administrative processing of delinquent notices, increased accounting
costs, and loss of interest income. If any rental payment is not made to Lessor within ten (10)
days after the due date, Lessee shall be charged a late fee equivalent to ten percent(10%) of the
total delinquent amount for each month the rental payment is delinquent.
5. Rental Adjustment. The monthly rent may be increased over the monthly rate set
forth in Paragraph 4(a) above at anytime after the 1" day of the first month following expiration
of the lease term and on each anniversary date thereafter, however, the base rent may only be
increased once during any fiscal year. The increase in any one (1) year shall be the percentage
increase in the Consumer Price Index for the Dallas/Fort Worth area but not greater than 3%.
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SPINKS T LEASE 12635 WILDCAT WAY 1 Please Initial_
6. Utilities. Lessor shall provide and pay for all electric service in connection with
the Leased Premises. Lessor shall provide and pay for all other utilities that may be required in
connection with the Leased Premises, however, should Lessor determine, in its sole discretion,
that Lessee's use and consumption of electricity is excessive when compared to other Lessees in
the subject building, Lessor may install a separate electric meter to meter Lessees use and
invoice Lessee according to the usage metered. The invoice for electricity shall be deemed rent
payable by Lessee and Lessee's failure to pay the assessment shall be a default under the terms
of this lease agreement for failure to pay rent.
7. Maintenance.
(a) Lessee shall maintain the interior of the Leased Premises in a safe, neat,
orderly, and attractive manner during the term of this Lease. Lessee shall deposit all waste,
rubbish, and debris in receptacles provided by the City of Fort Worth in the vicinity of the T-
Hangars; provided, however, crankcase oil, hydraulic fluid, and all other liquids shall be
removed from the airport premises or disposed of in City of Fort Worth provided containers
provided for said purpose, if any. Lessor shall be responsible for maintaining the exterior of the
Leased Premises in a structurally sound condition.
(b) In addition to the rent required hereunder, Lessee shall pay the sum of
$400.00 to SPINKS AIR ASSOCIATES,LLC upon execution of this Lease,which sum shall be
held as a security deposit, and increased, pursuant to Paragraph 5 above, to be equal to the
monthly rental rate. Upon termination of this Lease the security deposit is to be applied to offset
any money payable by Lessee to Lessor and to reimburse Lessor the cost incurred by Lessor, if
any, to repair and/or clean the Leased Premises as required of Lessee in Paragraph 7(a) above.
Any portion of said deposit not applied to such costs shall be returned to Lessee along with an
accounting therefore.
8. Improvements.
(a) Lessee accepts the Premises "as is" on the date of the lease and shall
undertake no alterations, improvements, or installation of fixtures of any kind, whatsoever,
unless Lessee has first obtained the written approval therefor from Lessor.
(b) At the option of Lessor, all alterations and improvements made, and
fixtures installed, by Lessee shall become the property of Lessor. Should Lessor choose not to
accept the modification to the Premises upon termination of the lease, Lessee shall remove any
improvements installed during the term of this lease and restore the Premises to its original
condition at Lessee's cost and expense.
9. Inspection by Lessor. Lessor, through an authorized agent, shall have.the right to
enter the Leased Premises for the purpose of inspection or maintenance and for the purpose of
doing any and all things which it is obligated and has a right to do under this Lease.
V
SPINKS T LEASE 12635 WILDCAT WAY 2 Please Initial:_
10. Restrictions.
(a) Lessee may use the Premises to store and hangar aircraft used in flight
training. Except for the flight training referred to herein Lessee shall not use the Leased Premises
or store any personal property therein or thereon,for the purpose of conducting any activity upon
or within the airport premises for which any form of remuneration is expected or received,unless
such activity is permitted under a separate agreement or lease between Lessor and Lessee.
(b) Lessee shall not fuel or defuel an aircraft within twenty-five (25) feet of
any building. Lessee shall not store any highly volatile materials, including, but not limited to,
paint products and aviation fuels,upon the Leased Premises.
11. Sale or Disposal of Aircraft. In the event that Lessee sells or otherwise disposes
of all aircraft described in Paragraph 2 which may be amended from time to time, , Lessee shall
notify Lessor,in writing,within ten(10) days of such sale or disposal.
12. Termination by Lessor. Lessor shall have the right to terminate this Lease
forthwith:
(a) In the event a petition is filed for voluntary or involuntary bankruptcy, for
the adjudication of Lessee as debtors;
(b) In the event Lessee makes a general assignment for the benefit of
creditors;
(c) In the event of abandonment of the Leased Premises by Lessee;
(d) In the event Lessee fails to perform, keep, or observe any of its duties or
obligations; provided, however, that Lessee shall have fifteen (15) days in which to correct its
breach,or default, after written notice thereof has been served on it by Lessor;
(e) In the event Lessee fails, or refuses, to meet its rental obligations, or any
of them, as provided hereunder, or as otherwise provided by law;or
(f) Upon Lessee subleasing, or assigning, any interest in this Lease to any
third person without first obtaining the written consent of Lessor.
13. Termination by Lessee. Should Lessee cease to own an interest in the Aircraft
identified in Paragraph 2 above, as may be amended from time to time, the Lessee shall have the
right to terminate this Lease by giving thirty(30)day's notice, in writing,to Lessor.
14. Vehicles. Lessee shall be fully responsible for and liable for vehicles operated by
Lessee on Airport property and herein indemnifies and holds Lessor and the City of Fort Worth
harmless from any and all liability arising out of Lessee's operation of a motor vehicle on
Airport property. Should the City of Fort Worth impose upon persons operating a motor vehicle
on Airport property a requirement that the operator maintain in the vehicle proof of insurance,
Lessee herein agrees to comply with said requirement.
SP@IICS T LEASE 12635 WILDCAT WAY 3 Please Initial:
15. Access. Lessee shall be permitted access to and from the Leased Premises
through established gates, however, Lessee shall not enter those areas identified as Airport
Operating Areas without either having the required identification issued by the City of Fort
Worth or being under the direct control of an individual having the required identification.
16. Compliance with Government Regulations. Lessee, at its expense, shall comply
with the requirements of all local, state, and federal statutes, rules, regulations, ordinances, and
orders now in force or which may hereafter be in force pertaining to the Leased Premises. The
judgment, decree, or order of any Court of competent jurisdiction, or the admission of Lessee in
any action or proceeding against Lessee, whether Lessee be a party thereof or not, that Lessee
has violated any such statutes, regulations, rules, ordinances, or orders in the use of the Leased
Premises, shall be conclusive of that fact as between Lessor and Lessee.'
17. Quiet Enjoyment. Lessee shall have, hold, and quietly enjoy the use of the
Leased Premises so long as Lessee shall fully and faithfully perform the terms and conditions
that Lessee is required to perform under this Lease.
18. Permits, Licenses, and Taxes. Lessee shall secure, at its expense, all necessary
permits and licenses and fees as it may be required to obtain, and Lessee shall pay for all real
property taxes levied or required by any authorized public entity.
19. Insurance. Lessee shall,during the term of this Lease:
(a) At its sole cost and expense, maintain in effect aircraft liability insurance
for each aircraft owned, leased, or used by Lessee in amounts, which may be established by the
Lessor and/or the City of Fort Worth from time to time. Such policies shall name Lessor and the
City of Fort Worth as additionally insured against liability for the injury to or death of any
person or damage to property in connection with the use, operation, or condition of such aircraft.
Unless increased by the Lessor and/or the City of Fort Worth the amount of aircraft liability
insurance which Lessee herein agrees to carry during the term of this Lease shall be $1,000,000
for piston engine, fixed wing or rotorcraft aircraft; $2,000,000 for turboprop,jet fan or turbine
engine powered aircraft; combined single limit and annual aggregate for injury to or death of one
or more persons in any one occurrence, and for damage to property in any one occurrence, and
shall include a cross-liability endorsement or severability of interest clause in favor of Lessor.
(b) Cause its insurance carriers to furnish Lessor by direct mail with a
certificate of insurance showing that such insurance is in full force and effect, and that Lessor
and the City of Fort Worth are named as additionally insured with respect to this Lease and the
obligations hereunder. Further, said certificate shall contain the covenant of the insurance carrier
that thirty (30) day's written notice shall be given to Lessor prior to modification, cancellation,
or reduction in coverage of such insurance. In the event of any such modification, cancellation,
or reduction in coverage, and on the effective date thereof, this Lease shall terminate forthwith,
unless Lessor receives, prior to such effective date, another certificate from an insurance carrier
of Lessee's choice that the insurance required is in full force and effect.
SPTNKS T LEASE 12635 WILDCAT WAY 4 Please IniLlk
20. Hold Harmless.
(a) Lessee represents that it has inspected the Leased Premises, accepts the
conditions thereof, fully assumes any and all risks incidental to the use thereof, Lessor shall not
be liable to Lessee,its officers, agents, employees, subcontractors or independent, contractors for
any personal injury or property damage suffered by them, which may result from hidden, latent,
or otherwise dangerous conditions within the Leased Premises; provided, however, that such
dangerous conditions are not caused by the gross negligence of Lessor, its officers, agents, or
employees.
(b) Lessee shall indemnify and hold Lessor and the City of Fort Worth, its
officers, agents, employees and independent contractors free and harmless from any liability,
whatsoever,based or asserted upon any act or omission of Lessee, its officers, agents, employees
subcontractors, and independent contractors, for property damage, bodily injury, or death
(Lessee's employees included)or any other element of damage of any kind or nature, relating to,
or in anyway connected with or arising from, its use and responsibilities in connection therewith
of the Leased Premises or the condition thereof, and Lessee shall defend, at its own expense,
including attorney fees, Lessor, its officers, employees, agents, and independent contractors in
any action based upon any acts or omissions by Lessee.
(c) The specified insurance limits required in Paragraph 19(a) herein shall in
no way limit or circumscribe Lessee's obligations to indemnify and hold Lessor and the City of
Fort Worth free and harmless as set forth in Paragraph 20(b)herein.
(d) Lessee herein acknowledges and agrees that Lessor IS NOT maintaining
any property or liability insurance which would insure the personal property of Lessee located in
the premises which may be destroyed or damaged while in the leased Premises.Notwithstanding
anything herein to the contrary, Lessor shall not be responsible for damage to, or the destruction
of,Lessees aircraft or any other personal property located in the Premises.
21. Assignment. Lessee cannot assign, sublet, mortgage, hypothecate, or otherwise
transfer in any manner any of its rights, duties, or obligations hereunder to any person or entity
without the written consent of Lessor being first obtained.
22. Binding on Successors. Lessee, its assigns, and successors in interest shall be
bound by all the terms and conditions contained in this Lease and all of the parties thereto shall
be jointly and severally liable hereunder.
23. Surrender in Good Condition. Lessee shall not permit waste or damage to the
Leased Premises, and, upon the expiration or earliest termination, of this Lease, Lessee shall
return the premises to Lessor in as good a shape and condition as they now are, reasonable wear
and tear and damage by the elements expected.
24. Waiver of Performance. No waiver by Lessor at any time of any of the terms and
conditions of this lease shall be deemed or construed as a waiver at any time thereafter 9f the
same or of any other terms or conditions contained herein or of the strict and timely p o ance
SPIMCS TLEASE 12635 WILDCAT WAY 5 Please Initial
of such terms and conditions.
25. Severability. The invalidity of any provision in this Lease as determined by a
Court of competent jurisdiction shall in no way affect the validity of any other provision hereof.
26. Toxic Materials. During the term of this Lease, and any extensions thereof,
Lessee shall not violate any federal, state or local law, or ordinance or regulation, relating to
industrial hygiene or to the environmental condition on, under, or about the Leased Premises
including, but not limited to, soil and groundwater conditions. Further, Lessee, its successors,
assigns, and sublessees, shall not use, generate, manufacture, produce, store, or dispose of on or
under or about the Leased Premises, or transport to or from the Leased Premises any flammable
explosives, asbestos, radioactive materials, hazardous wastes, toxic substances, or related
injurious materials whether by themselves or in combination with other materials (collectively,
"hazardous materials"). If Lessee breaches the obligations stated herein, or if the presence of
hazardous materials or toxic substances on the Premises or the Airport, or if contamination of the
Premises or the Airport by hazardous materials or toxic substances otherwise occurs for which
Lessee is legally liable to Lessor and/or the City of Fort Worth for damage resulting therefrom,
then Lessee shall indemnify, defend, and hold Lessor and/or the City of Fort Worth harmless
from any and all claims,judgments, damages, penalties, fines, costs, liabilities, or losses, which
arise during or after the term of the Lease as a result of such contamination. This
indemnification of Lessor and the City of Fort Worth by Lessee includes, without limitation,
costs incurred in connection with any investigation of site conditions, including regular
inspections,or any clean-up,remedial,removal,or restoration work required or recommended by
any federal, state, or local government agency or political subdivision because of hazardous
materials or toxic substances present in the soil or ground water on or under the Leased Premises
and/or the Airport for the purpose of this Lease, hazardous materials shall include, but not be
limited to, substances defined as "hazardous substances", "hazardous materials", or "toxic
substances" in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801,et seq.;the Resource Conservation and Recovery Act,42 U.S.C. Section
6901, et seq.; and those substances defined as "hazardous wastes" in the Fort Worth, Texas
Health and Safety Code or as "hazardous substances" in the Fort Worth,Texas Health and Safety
Code, and in the regulations adopted in publications promulgated pursuant to said laws.
27. Venue. Any action at law or in equity brought by either of the parties hereto for
the purpose of enforcing a right or rights provided for by this Lease shall be tried in a Court of
competent jurisdiction in the City of Fort Worth, State of Texas,and the parties hereby waive all
provisions of law providing for a change of venue in such proceedings to any other Venue.
28. Paragraph Headings. The paragraph headings herein are for the convenience of
the parties only, and shall not be deemed to govern, limit, modify, or in any manner affect the
scope,meaning,or intent of the provisions or language of this Lease.
29. Lessor's Representative. Lessor hereby appoints Group Financial, Inc. as its
authorized representative to administer this Lease.
SPMS T LEASE 12635 WILDCAT WAY 6 Please Initial:
30. Agent for Service of Process. It is expressly understood and agreed that in the
event Lessee is not a resident of the State of Texas or it is an association or partnership without a
member or partner resident of the State of Texas, or it is a foreign corporation, then in any such
event, Lessee shall supply Group Financial, Inc., upon its execution hereof, a designation of a
natural person residing in the State of Texas, giving his or her name, residence, and business
addresses, as its agent for the purpose of service of process in any Court action arising out of or
based upon this Lease, and the delivery to such agent of a copy of any process in any such action
shall constitute valid service upon Lessee. It is further expressly understood and agreed that if
for any reason service of such process upon such agent is not feasible, then in such event Lessee
may be personally served with such process out of this City or Tarrant County and that such
service shall constitute valid service upon Lessee. It is further expressly understood and agreed
that Lessee is amenable to the process so served, submits to the jurisdiction of the Court so
obtained,and waives any and all objections and protests thereto.
31. Notices. Any notices required or desired to be served by either party upon the
other shall be addressed to the respective parties as set forth below:
32. Entire Lease. This Lease is intended by the parties hereto as a final expression of
their understanding with respect to the subject matter hereof and as a complete and exclusive
statement of the terms and conditions thereof, and supersedes any and all prior and
contemporaneous leases, agreements, and understandings, oral or written, in connection
therewith. This Lease may be changed or modified only upon the written consent of the parties
hereto.
LESSOR: LESSEE:
SPINKS AIR ASSOCIATES,LLC ROBERT SCHULKO
41606 Date Street 6329 Wallingford Drive
Suite 203A Fort Worth,Texas 76133
Murrieta, California 92562
Telephone: (951) 894-2431 Telephone: (817)781-9737
Facsimile: (951) 894-2693 Facsimile:
E-Mail: neox1031@msn.com E-Mail r b rtflys4@gmail.com
By:—
(Manager)
y:(Mang er) ROBERT SCHULKO
NOTE: SIGNATURE OF LESSEE MUST CORRESPOND WITH THE NAME ON AIRCRAFT REGISTRATION.
SPINKS T LEASE 12635 WILDCAT WAY 7 Please Initial:
-� ;64 A--4
SPINKS AIRPORT HANGAR LEASE
12609 Wildcat Way N. Fort Worth, Texas
(Aircrafi/T-Hangar)
SPINKS AIR ASSOCIATES, LLC, herein called Lessor, leases to ROBERT
SCHULKO, herein called Lessee, the property described below upon the following terms and
conditions:
1. Description. The premises leased hereby are located at 12609 Wildcat Way
North, Spinks Airport, Fort Worth, Texas, and consist of Hangar Number "34 and 35"
(hereinafter the"Premises").
2. Use. The Premises are leased hereby for the storage of an aircraft and aircraft
supporting equipment in connection therewith. The Premises shall not be used for commercial
purposes.
3. Term.
(a) The term of this Lease shall be for a period commencing January 1, 2016
and ending December 31, 2022 and may continue on a month-to-month basis thereafter subject
to the provisions contained in Paragraphs 12 and 13 herein.
(b) Any holding over by Lessee after the expiration of this Lease and/or
termination by Lessor pursuant to Paragraph 12, without a written agreement with Lessor to
occupy said Premises, shall be on a day-to-day basis and the rent during any hold-over period
shall be Fifty Dollars($50.00)per day for each day Lessee holds over.
4. Rent.
(a) Lessee shall pay to SPINKS AIR ASSOCIATES, LLC the sum of FIVE
HUNDRED TWENTY FIVE DOLLARS ($525.00) per month as rent for the Leased Premises,
payable,in advance, on the first day of each month during the lease term.
(b) Lessee hereby acknowledges that the late payment of rent or any other
sums due hereunder will cause Lessor to incur costs not contemplated by this T-Hangar Lease,
the exact amount of which will be extremely difficult to ascertain. Such costs include, but are
not limited to, costs for administrative processing of delinquent notices, increased accounting
costs, and loss of interest income. If any rental payment is not made to Lessor within ten (10)
days after the due date, Lessee shall be charged a late fee equivalent to ten percent (10%) of the
total delinquent amount for each month the rental payment is delinquent.
5. Rental Adjustment. The monthly rent may be increased over the monthly rate set
forth in Paragraph 4(a) above at anytime after the 1St day of the first month following expiration
of the lease term and on each anniversary date thereafter, however, the base rent may only be
increased once during any fiscal year. The increase in any one (1) year shall be the percentage
increase in the Consumer Price Index for the Dallas/Fort Worth area but not greater than /o.
SPINKS T LEASE 12635 WILDCAT WAY 1 Please Initialy�
6. Utilities. Lessor shall provide and pay for all electric service in connection with
the Leased Premises. Lessor shall provide and pay for all other utilities that may be required in
connection with the Leased Premises, however, should Lessor determine, in its sole discretion,
that Lessee's use and consumption of electricity is excessive when compared to other Lessees in
the subject building, Lessor may install a separate electric meter to meter Lessees use and
invoice Lessee according to the usage metered. The invoice for electricity shall be deemed rent
payable by Lessee and Lessee's failure to pay the assessment shall be a default under the terms
of this lease agreement for failure to pay rent.
7. Maintenance.
(a) Lessee shall maintain the interior of the Leased Premises in a safe, neat,
orderly, and attractive manner during the term of this Lease. Lessee shall deposit all waste,
rubbish, and debris in receptacles provided by the City of Fort Worth in the vicinity of the T-
Hangars; provided, however, crankcase oil, hydraulic fluid, and all other liquids shall be
removed from the airport premises or disposed of in City of Fort Worth provided containers
provided for said purpose, if any. Lessor shall be responsible for maintaining the exterior of the
Leased Premises in a structurally sound condition.
(b) In addition to the rent required hereunder, Lessee shall pay the sum of
$525.00 to SPINKS AIR ASSOCIATES, LLC upon execution of this Lease, which sum shall be
held as a security deposit, and increased, pursuant to Paragraph 5 above, to be equal to the
monthly rental rate. Upon termination of this Lease the security deposit is to be applied to offset
any money payable by Lessee to Lessor and to reimburse Lessor the cost incurred by Lessor, if
any, to repair and/or clean the Leased Premises as required of Lessee in Paragraph 7(a) above.
Any portion of said deposit not applied to such costs shall be returned to Lessee along with an
accounting therefore.
8. Improvements.
(a) Lessee accepts the Premises "as is" on the date of the Lease and shall
undertake no alterations, improvements, or installation of fixtures of any kind, whatsoever,
unless Lessee has first obtained the written approval therefor from Lessor.
(b) At the option of Lessor, all alterations and improvements made, and
fixtures installed, by Lessee shall become the property of Lessor. Should Lessor choose not to
accept the modification to the Premises upon termination of the lease, Lessee shall remove any
improvements installed during the term of this lease and restore the Premises to its original
condition at Lessee's cost and expense.
9. Inspection by Lessor. Lessor,through an authorized agent, shall have the right to
enter the Leased Premises for the purpose of inspection or maintenance and for the purpose of
doing any and all things which it is obligated and has a right to do under this Lease.
SPrWS T LEASE 12635 WILDCAT WAY 2 Please Inti
10. Restrictions.
(a) Lessee may use the Premises to store and hangar aircraft used in flight
training. Except for the flight training referred to herein Lessee shall not use the Leased Premises
or store any personal property therein or thereon, for the purpose of conducting any activity upon
or within the airport premises for which any form of remuneration is expected or received,unless
such activity is permitted under a separate agreement or lease between Lessor and Lessee.
(b) Lessee shall not fuel or defuel an aircraft within twenty-five (25) feet of
any building. Lessee shall not store any highly volatile materials, including, but not limited to,
paint products and aviation fuels,upon the Leased Premises.
11. Sale or Disposal of Aircraft. In the event that Lessee sells or otherwise disposes
of all aircraft described in Paragraph 2 which may be amended from time to time, , Lessee shall
notify Lessor,in writing,within ten(10) days of such sale or disposal.
12. Termination by Lessor. Lessor shall have the right to terminate this Lease
forthwith:
(a) In the event a petition is filed for voluntary or involuntary bankruptcy, for
the adjudication of Lessee as debtors;
(b) In the event Lessee makes a general assignment for the benefit of
creditors;
(c) In the event of abandonment of the Leased Premises by Lessee;
(d) In the event Lessee fails to perform, keep, or observe any of its duties or
obligations; provided, however, that Lessee shall have fifteen (15) days in which to correct its
breach,or default, after written notice thereof has been served on it by Lessor;
(e) In the event Lessee fails, or refuses, to meet its rental obligations, or any
of them, as provided hereunder,or as otherwise provided by law; or
(f) Upon Lessee subleasing, or assigning, any interest in this Lease to any
third person without first obtaining the written consent of Lessor.
13. Termination by Lessee. Should Lessee cease to own an interest in the Aircraft
identified in Paragraph 2 above, as may be amended from time to time,the Lessee shall have the
right to terminate this Lease by giving thirty(30) day's notice,in writing,to Lessor.
14. Vehicles. Lessee shall be fully responsible for and liable for vehicles operated by
Lessee on Airport property and herein indemnifies and holds Lessor and the City of Fort Worth
harmless from any and all liability arising out of Lessee's operation of a motor vehicle on
Airport property. Should the City of Fort Worth impose upon persons operating a motor vehicle
on Airport property a requirement that the operator maintain in the vehicle proof of insurance,
Lessee herein agrees to comply with said requirement.
SPINKS T LEASE 12635 WILDCAT WAY 3 Please InitiiLlK
15. Access. Lessee shall be permitted access to and from the Leased Premises
through established gates, however, Lessee shall not enter those areas identified as Airport
Operating Areas without either having the required identification issued by the City of Fort
Worth or being under the direct control of an individual having the required identification.
16. Compliance with Government Regulations. Lessee, at its expense, shall comply
with the requirements of all local, state, and federal statutes, rules, regulations, ordinances, and
orders now in force or which may hereafter be in force pertaining to the Leased Premises. The
judgment, decree, or order of any Court of competent jurisdiction, or the admission of Lessee in
any action or proceeding against Lessee, whether Lessee be a party thereof or not, that Lessee
has violated any such statutes, regulations, rules, ordinances, or orders in the use of the Leased
Premises,shall be conclusive of that fact as between Lessor and Lessee.'
17. Quiet Enjoyment. Lessee shall have, hold, and quietly enjoy the use of the
Leased Premises so long as Lessee shall fully and faithfully perform the terms and conditions
that Lessee is required to perform under this Lease.
18. Permits, Licenses, and Taxes. Lessee shall secure, at its expense, all necessary
permits and licenses and fees as it may be required to obtain, and Lessee shall pay for all real
property taxes levied or required by any authorized public entity.
19. Insurance. Lessee shall, during the term of this Lease:
(a) At its sole cost and expense, maintain in effect aircraft liability insurance
for each aircraft owned, leased, or used by Lessee in amounts, which may be established by the
Lessor and/or the City of Fort Worth from time to time. Such policies shall name Lessor and the
City of Fort Worth as additionally insured against liability for the injury to or death of any
person or damage to property in connection with the use, operation,or condition of such aircraft.
Unless increased by the Lessor and/or the City of Fort Worth the amount of aircraft liability
insurance which Lessee herein agrees to carry during the term of this Lease shall be $1,000,000
for piston engine, fixed wing or rotorcraft aircraft; $2,000,000 for turboprop,jet fan or turbine
engine powered aircraft; combined single limit and annual aggregate for injury to or death of one
or more persons in any one occurrence, and for damage to property in any one occurrence, and
shall include a cross-liability endorsement or severability of interest clause in favor of Lessor.
(b) Cause its insurance carriers to furnish Lessor by direct mail with a
certificate of insurance showing that such insurance is in full force and effect, and that Lessor
and the City of Fort Worth are named as additionally insured with respect to this Lease and the
obligations hereunder. Further, said certificate shall contain the covenant of the insurance carrier
that thirty (30) day's written notice shall be given to Lessor prior to modification, cancellation,
or reduction in coverage of such insurance. In the event of any such modification, cancellation,
or reduction in coverage, and on the effective date thereof, this Lease shall terminate forthwith,
unless Lessor receives, prior to such effective date, another certificate from an insurance carrier
of Lessee's choice that the insurance required is in full force and effect.
SPINKS T LEASE 12635 WHDCAT WAY 4 Please Initial:
20. Hold Harmless.
(a) Lessee represents that it has inspected the Leased Premises, accepts the
conditions thereof, fully assumes any and all risks incidental to the use thereof, Lessor shall not
be liable to Lessee,its officers, agents,employees,subcontractors or independent, contractors for
any personal injury or property damage suffered by them, which may result from hidden, latent,
or otherwise dangerous conditions within the Leased Premises; provided, however, that such
dangerous conditions are not caused by the gross negligence of Lessor, its officers, agents, or
employees.
(b) Lessee shall indemnify and hold Lessor and the City of Fort Worth, its
officers, agents, employees and independent contractors free and harmless from any liability,
whatsoever,based or asserted upon any act or omission of Lessee, its officers, agents,employees
subcontractors, and independent contractors, for property damage, bodily injury, or death
(Lessee's employees included)or any other element of damage of any kind or nature, relating to,
or in anyway connected with or arising from, its use and responsibilities in connection therewith
of the Leased Premises or the condition thereof, and Lessee shall defend, at its own expense,
including attorney fees, Lessor, its officers, employees, agents, and independent contractors in
any action based upon any acts or omissions by Lessee.
(c) The specified insurance limits required in Paragraph 19(a) herein shall in
no way limit or circumscribe Lessee's obligations to indemnify and hold Lessor and the City of
Fort Worth free and harmless as set forth in Paragraph 20(b)herein.
(d) Lessee herein acknowledges and agrees that Lessor IS NOT maintaining
any property or liability insurance which would insure the personal property of Lessee located in
the premises which may be destroyed or damaged while in the leased Premises.Notwithstanding
anything herein to the contrary, Lessor shall not be responsible for damage to, or the destruction
of,Lessees aircraft or any other personal property located in the Premises.
21. Assignment. Lessee cannot assign, sublet, mortgage, hypothecate, or otherwise
transfer in any manner any of its rights, duties, or obligations hereunder to any person or entity
without the written consent of Lessor being first obtained.
22. Binding on Successors. Lessee, its assigns, and successors in interest shall be
bound by all the terms and conditions contained in this Lease and all of the parties thereto shall
be jointly and severally liable hereunder.
23. Surrender in Good Condition. Lessee shall not permit waste or damage to the
Leased Premises, and, upon the expiration or earliest termination, of this Lease, Lessee shall
return the premises to Lessor in as good a shape and condition as they now are, reasonable wear
and tear and damage by the elements expected.
24. Waiver of Performance. No waiver by Lessor at any time of any of the terms and j
conditions of this lease shall be deemed or construed as a waiver at any time thereafter of the
same or of any other terms or conditions contained herein or of the strict and timelyperfo cc
SPRJKS T LEASE 12635 VALDCAT WAY 5 Please Initial:;r
of such terms and conditions.
25. Severability. The invalidity of any provision in this Lease as determined by a
Court of competent jurisdiction shall in no way affect the validity of any other provision hereof.
26. Toxic Materials. During the term of this Lease, and any extensions thereof,
Lessee shall not violate any federal, state or local law, or ordinance or regulation, relating to
industrial hygiene or to the environmental condition on, under, or about the Leased Premises
including, but not limited to, soil and groundwater conditions. Further, Lessee, its successors,
assigns, and sublessees, shall not use, generate, manufacture, produce, store, or dispose of on or
under or about the Leased Premises, or transport to or from the Leased Premises any flammable
explosives, -asbestos, radioactive materials, hazardous wastes, toxic substances, or related
injurious materials whether by themselves or in combination with other materials (collectively,
"hazardous materials"). If Lessee breaches the obligations stated herein, or if the presence of
hazardous materials or toxic substances on the Premises or the Airport, or if contamination of the
Premises or the Airport by hazardous materials or toxic substances otherwise occurs for which
Lessee is legally liable to Lessor and/or the City of Fort Worth for damage resulting therefrom,
then Lessee shall indemnify, defend, and hold Lessor and/or the City of Fort Worth harmless
from any and all claims,judgments, damages, penalties, fines, costs, liabilities, or losses, which
arise during or after the term of the Lease as a result of such contamination. This
indemnification of Lessor and the City of Fort Worth by Lessee includes, without limitation,
costs incurred in connection with any investigation of site conditions, including regular
inspections,or any clean-up,remedial,removal, or restoration work required or recommended by
any federal, state, or local government agency or political subdivision because of hazardous
materials or toxic substances present in the soil or ground water on or under the Leased Premises
and/or the Airport for the purpose of this Lease, hazardous materials shall include, but not be
limited to, substances defined as "hazardous substances", "hazardous materials", or "toxic
substances" in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601, et seq.;the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801,et seq.;the Resource Conservation and Recovery Act,42 U.S.C. Section
6901, et seq.; and those substances defined as "hazardous wastes" in the Fort Worth, Texas
Health and Safety Code or as "hazardous substances"in the Fort Worth, Texas Health and Safety
Code, and in the regulations adopted in publications promulgated pursuant to said laws.
27. Venue. Any action at law or in equity brought by either of the parties hereto for
the purpose of enforcing a right or rights provided for by this Lease shall be tried in a Court of
competent jurisdiction in the City of Fort Worth, State of Texas, and the parties hereby waive all
provisions of law providing for a change of venue in such proceedings to any other Venue.
28. Paragraph Headings. The paragraph headings herein are for the convenience of
the parties only, and shall not be deemed to govern, limit, modify, or in any manner affect the
scope,meaning,or intent of the provisions or language of this Lease.
29. Lessor's Representative. Lessor hereby appoints Group Financial, Inc. as its
authorized representative to administer this Lease. !
PINKS T LEASE 12635 WILDCAT WAY 6 Please Initial:
i
30. Agent for Service of Process. It is expressly understood and agreed that in the
event.Lessee is not a resident of the State of Texas or it is an association or partnership without a
member or partner resident of the State of Texas, or it is a foreign corporation, then in any such
event, Lessee shall supply Group Financial, Inc., upon its execution hereof, a designation of a
natural person residing in the State of Texas, giving his or her name, residence, and business
addresses, as its agent for the purpose of service of process in any Court action arising out of or
based upon this Lease, and the delivery to such agent of a copy of any process in any such action
shall constitute valid service upon Lessee. It is further expressly understood and agreed that if
for any reason service of such process upon such agent is not feasible, then in such event Lessee
may be personally served with such process out of this City or Tarrant County and that such
service shall constitute valid service upon Lessee. It is further expressly understood and agreed
that Lessee is amenable to the process so served, submits to the jurisdiction of the Court so
obtained, and waives any and all objections and protests thereto.
31. Notices. Any notices required or desired to be served by either party upon the
other shall be addressed to the respective parties as set forth below:
32. Entire Lease. This Lease is intended by the parties hereto as a final expression of
their understanding with respect to the subject matter hereof and as a complete and exclusive
statement of the terms and conditions thereof, and supersedes any and all prior and
contemporaneous leases, agreements, and understandings, oral or written, in connection
therewith. This Lease may be changed or modified only upon the written consent of the parties
hereto.
LESSOR: LESSEE:
SPINKS AIR ASSOCIATES, LLC ROBERT SCHULKO
41606 Date Street 6329 Wallingford Drive
Suite 203A Fort Worth,Texas 76133
Murrieta, California 92562
Telephone: (951) 894-2431 Telephone: (817)781-9737
Facsimile: ( 51) 894-2693 Facsimile:
E-Mail: ox1031@msn.com E-Mail: r bertflys4@gmail.com
By: f
(Manage R BERT SCHULKO
NOTE: SIGNATURE OF LESSEE MUST CORRESPOND WITH THE NAME ON AIRCRAFT REGISTRATION.
SPINKS T LEASE 12635 WILDCAT WAY 7 Please Initial:
;Wubi 13
CITY SECRETARY
CONTRACT N0. 108- -�—
AGREEMENT TERMINATING LEASE
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
LEASE SITES 7E, 8E, 9E
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
Air 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. 30198 on
June 30, 2004 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 $1,660,120.00 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 OFFICIAL RECORD
Fort Worth Spinks Airport
Unimproved Ground Lease Agreement—Spinks Air Associates,LLC CITY SECREMIM
FT.WORTH,TX
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 Air Associates,LLC Page 2 of 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
Terminating Lease in multiples on this the�day of F fjl7�L AWiz/ , 2017.
CITY OF FORT WORTH:
By: vvk
Fernando Costa
Assistant City Manager
Date: 2�7I/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 7 - day
} 2017.
TRIKINYA L JOHNSON
�-�hTRY.pUB y�i
=o;�g�cis Notarti Public.State of Texas L
Comm.Expires 04-17-2018 Notary P lic in tl for the
Notary ID 1238832.0
State of Texas
APPROVED AS TO FORM ATTEST:
AGALITY:
BylvuMxt� By:
eb
y: Paige anee J.Kayser
Assistant City Attorney City Secretary
F
M&C: C-28022
OF �RT�
Approval Date: December 6,2016 :0�
Form 1295: 2016-130429
EOFFICIALRECORDAgreement Terminating LeasePtETARYFort Worth Spinks Airport TH,TXUnimproved Ground Lease Agreement—Sciates,LL S 4
I
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
requirem
Title
LESSEE: ATTEST:
Spinks Air Associ ,LLC
By: By:
Darrel Clen even,
Managing Member
Date:
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 Air 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 )
County of 91 ( )
• �
On J&h(tj &l c&. X17 before me,Joanne Cooper, Notary Public,
personally appeared cI -, (P I C( oleo
who proved to me on the basis of satisfactory evidence to be the personjowhose namej4isjzfe subscribed to the
within instrument and acknowledged to me that he/01017016 executed the same in his/tWO/tWk authorized
capacity ' s), and that by his/oKtb�r signature(.iaon the instrument the personK or the entity upon behalf of which
the person(.)"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 11
11
COMM.#2040227
Zv
NOTARY PUBLIC•CALIFORNIA z
(9
RIVERSIDE COUNTY
Signatur s
fly Commission Exp res tober 1,2017 Oc
(seal)
optional Information
Description Of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose
of f 1 G1 V,Vy1.-E'�l1'{ ( t� l�lt� P1a CC SP l-+e I&
containing pages and
dated ni, -'46i
The signer(s)capacity or authority is/are as:
1�- Individual
❑ Attorney-In-Fact
❑ Corporate Officer(s)
title(s)
❑ Guardian/Conservator
❑ Partner—Limited/General
❑ Trustee(s) 1�
❑ Other: �� hC q 1�/LO! f -e-k'6ex�
Representing:_ S'o1nkS �� 't"f ms's )5��� J Ll—L_—
Name(s)of Person(s)or Entity(fes)Signer is Representing
EXHIBIT A - TENANT AGREEMENTS ASSOCIATED WITH GROUND LEASE AGREEMENT CSC-30198 LEASE SITES 7E, 8E, 9E
Tenant Name
Tennant Address
City, State, Zip
Contact 11
of (T-Nangar/Boz
Type FacilkyHangar)
Monthly Lease Payment DepositHangar
Designator
12635 Wildcat Way
...
Boyd, Kirby
15604 Westcreek
Fart Worth, Texas 76133
817-371-3760
T-Hangar
$ 350.00
Hangar 41
Brewer, Brandon
Exstream Creations Outdoors, LLC
14215 Redbird
Burleson, Texas 76028
817-929-2589
T-Hangar
$ 300.00 ;$ 300,00
Hangarx2
Strong, Eric
PA Aviation, LLC
11119 Edith Circle
Richardson, Texas 75080
972-238-8911
T-Hangar
$ 300.00 I $ 3C0.00
Hangar x3
Miller, Doug
1724 Charlyne
Burleson, Texas 76028
817-300-5909
T-Hangar
$ 300.00 3W.Da
Hangar g4
Pennington, Allen
The Gamel Company, LLC
1509 Pecan, Suite 101
Fort Worth, Texas 76102
817-332-5055
T-Hangar
$ 300.00 ,� 3=00,
Hangar g5
Rudisaile, Joseph
123D6 Sunrise Say Court
Granbury, Texas 76048
817-559-1066
T-Hangar
$ 300.00 $ }�� ;'
Hangar#6
Ray, Bill
1512 Main Street, Suite 308
Fort Worth, Texas 76102
817-927-7456
T-Hangar
$ 350.00 $ 35D.000"
Hangar e7
Tutor, Bobby
Tutor Development, LLC
17300 Pecan Court
Mansfield, Texas 76063
817-516-0064
T-Hangar
$ 350.00 $ 350401
Hangar e8
Rice, David
16908 Brookvale Road
Fort Worth, Texas 76132
817-271-4111
T-Hangar
$ 300.00 (+ $ 2
*1'
Hangar e9
Goold, Michael
12413 Whitmore Street
Fort Worth, Texas 76107
817-332-6481
T-Hangar
$ 300.Do 13 3owgi
Hangar 110
Hendricks, George
14717 Edenwood Drive
Fort Worth, Texas 76121
817-263-6048
T-Hangar
$ 350.D0
Hangar ell
Scotto, Rick
16826 Winding Rose Trail
Dallas, Texas 75252
817-798-8153
T-Hangar
$ 300.00 $ ,
Hangar #12
Boyd, Gary
Coastal AV, LLC
13708 Eagles Nest Trail
Burleson, Texas 76028
817-896-9336
T-Hangar
$ 300.00 $ 3
Hangar e13
Smith, Chandler
13936 Weyburn Drive
Fort Worth, Texas 76109
817-257-5039
T-Hangar
$ 350.D0 $
Hangar#14
12617 Wildcat Way N.
Limme, Graylen
11117Tyra Lane
Fort Worth, Texas 76114
817-371-4915
T-Hangar
$ 350.0015 3.
Hangar#15
.Rittenhouse, David
Rittenhouse & Son, LLC
IS013 Bentwood Court
Fort Worth, Texas 76132
817-614-5323
T-Hangar
$ 300.00 $ IWO
Hangar 816
'Phemister, Rick
15734 Victor Lane
Fort Worth, Texas 76140
612.301-2909
T-Hangar
$ 300.00 5 30M0
Hangar p17
Cojocaru, Nick
12421 White Settlement Road
Fort Worth, Texas 76107
817-332-7414
T-Hangar
$ 300.00 5 30o.00
Hangar e18
Hattox, Ron & Darlene
11204 Cutler
Toga, Texas 76271
i 817-319-6161
T-Hangar
$ 300.00 5 3..
Hangar x19
Hammons, Tim
13453 McCart
Fort Worth, Texas 76110
817-923.7438
T-Hangar
$ 300.00 $ 300.00
Hangarx20
.Kunst, Alan
Woodcrest Lane
Mansfield, Texas 76063
817-988-4723
T-Hangar
$ 350.DD $ 100.00
Hangar821
Smith, Glenn
14104
2501 Old Trinity Way
Fort Worth, Texas 76116
817-223-3716
T-Hangar
$ 350.E $ 350M
Hangarx22
Cummings, John
Vickery Hawk Partners, LLC
4200West Vickery Boulevard
Fort Worth, Texas 76017
817-832-4665
T-Hangar
$ 300.W"�3
Hangarx23
Parker, Josh
17517 Katie Joyce Court
Fort Worth, Texas 76135
817-896-1494
T-Hangar
$ 300.00
Hangara24
Stephens, BIII
11931 Companion Way
Arlington, Texas 76W6
817-676-3197
T-Hangar
$ 300.00
Hangar825
Wallis, William
167015. Dahlia Court
Centennial, CO 80122
817-896-6679
T-Hangar
$ 300.00
Hangar826
Pastusek, Robert
12521 Lubback Avenue
Fort Worth, Texas 76109
703-271-8008
_ T-Hangar
$ 300.00 $ 300.00,7r10„007
Hangara27
Lauterbach, Bob
1824 Thomas Crossing Drive
Burleson, Texas 76028
817-832-3222
T-Hangar
$ 350.00 ',1 y 35qW.
Hangar a28
12609 Wildcat Way N
Vacant
I
Hangar x29
Birdwell, Britt
'307 W. 7th Street, x1940
Fort Worth, Texas 76102
817-675-9097
T-Hangar
$ 450.00 $ 4kQjp
Hangar a30
Blakeney, Troy
The Blakeney Company
1225 N. Loop West, Suite #1DD0
Houston, Texas 77008
713-222-9115
T-Hangar
$ 450.D0 '., $ 45p,
Hangar pal
Carter, Rick
213 N. Buffalo Grove
Fort Worth, Texas 76108
713-202-8303
T-Hangar
_
$ 450.00 . $ 45
Hangar #32
Pu lte, Steven lout of state)
4208 Toledo Avenue
Fort Worth, Texas 76133
817-614-9783
T-Hangar
1
$ 450.00 • $ 4504
Hangar 836
Van Haitsma, Kelly
Texas Gyro, Inc.
13551 Wing Way, Suite 201
Burleson, Texas 76028
682-282-7500
T-Hangar
$ 450.00; 4SWO
Hangar a37
.Conley, Billy
2501 Featherstane Court
Arlington, Texas 76001
682-206-5468
T-Hangar
$ 450.00 $
$ 11,41S.00
Hangara38
M&C Review
Page 1 of 3
CITY COUNCIL AGENDA
Official site of the City of Fort Worth, Texas
FOR1y 1N
COUNCIL ACTION: Approved on 12/6/2016 - Ordinance No. 22528-12-2016
DATE: 12/6/2016 REFERENCE C-28022 LOG NAME: 55FWS 3LEASETERM
NO.: CLENDENEN
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
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.
http://apps.cfwnet.org/council_packetlmc review.asp?ID=22983&councildate=121612016 2/8/2017
M&C Review
Page 2 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 INFORMATIONXERTIFICATION:
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.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID I I I Year (Chartfield 2)
FROM
Fund Department Account Project
ID I I ID
Submitted for Citv Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
Program Activity Budget Reference # Amount
Year I (Chartfield 2)
Fernando Costa (6122)
Bill Welsted (5402)
Anne -Marie Stowe (5415)
http://apps.cfwnet.org/council_packetlmc review.asp?ID=22983&councildate=121612016 2/8/2017
M&C Review
Page 3 of 3
Aaron Barth (5434)
ATTACHMENTS
55FWS 3LEASETERM CLENDENEN AO.docx
Form 1295 Clendenen.vdf
MAP Clendenenxdf
http://apps.cfwnet.org/council_packetlmc review.asp?ID=22983&councildate=121612016 2/8/2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, s, 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 to the contract for which the form is 10/30/2016
being filed.
City of Fort Worth Department of Aviation Date Acknowledged:
i M1(4iILI
3 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
4 Nature of Interest
Name of interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
I I
5 Check only if there is NO Interested Party.
X �
6 AFFIDAVIT t t t r t I swear, or affirm, under penalty �' `, ,1 t f f 0 p ly pQryury t he�above disclosure is true and correct.
�� .......
. LANp 0i
�, ��'Y PU '•�k
� y�o•C45'• BCic.•
tt(( . o Q,• � /�S�I-g—nztolrefa orized agent of contracting business entity
•••� .0
AFF6r,NOTj$ St�,it�SfgL ABOVE
♦ ✓NARY
�! 'Tkscm PP %%
Swo arifAW ibed before me, by the said rlAdf fef-7de ?this the day of
20 to certify which, witness my hand and seal of office.
.i
A)b t,
/ Signature of officer administering oath anted name of officer administering oath Title of officer administering
Forms provided by Texas Ethics Commission www.ethics,state.tx.us Version V1.0.277
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/15/2017
DATE: Tuesday, August 15, 2017
LOG NAME: 55FWS NONDISTURBSCHULKO
SUBJECT:
REFERENCE NO.: **C-28329
Authorize Execution of a Hangar Sublease Estoppel, Non -Disturbance, and Assignment Agreement with
Robert Schulko for Lease Site 9E, T-Hangar Units No. 33, No. 34, and No. 35 at Fort Worth Spinks Airport
(COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Sublease Estoppel, Non -Disturbance,
and Assignment Agreement with Robert Schulko for lease site 9E, T-Hangar units #33, #34, and #35 at
Fort Worth Spinks Airport.
DISCUSSION:
On June 30, 2004, Spinks Air Associates, LLC, (Spinks Air) entered into an unimproved Ground Lease
with mandatory improvements with the City (City Secretary Contract (CSC) No. 30198) (the Master
Ground Lease) by Mayor and Council Communication (M&C L-13765), for Lease Site 7E, 8E, and 9E, at
Fort Worth Spinks Airport.
On or about January 1, 2016, Spinks Air entered into Hangar Lease Agreement (Sublease) with Robert
Schulko. Under the sublease Agreement, Robert Schulko was given the exclusive right to occupy and use
of T-Hangar units #33, #34, and #35, which are comprised of approximately 1,650 square feet for unit #33,
approximately 1,698 square feet for unit #34, and approximately 858 square feet for unit #35. The term of
the Sublease Agreement expires December 31, 2022.
Mr. Darrell Clendenen, manager of Spinks Air„ subsequently approached the City expressing his desire to
terminate the Master Ground Lease Agreement. 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 agreed on
a purchase price of $4,400,000.00 for all three of the aforementioned leasehold interests.
On December 6, 2016, (M&C C-28022) City Council approved Termination Agreements, CSC No. 34065-
T1, CSC No. 36733-T1, and CSC No. 30198-T1, with Spinks Air, effective January 31, 2017. Upon
termination of Ground Lease Agreement CSC No. 30198, the City agreed to enter into a Hangar Sublease
Estoppel, Non -Disturbance, and Assignment Agreement with Robert Schulko, for T-Hangar units #33,
#34, and #35. The effective date of this Agreement is February 1, 2017 and expires December 31, 2022.
The total revenue received from this Non -Disturbance Agreement will be approximately $11,100.00
annually or $925.00 per month. These revenues are based on a bundled T-Hangar rate of $925.00 per
month for all three units, per the Master Lease Agreement. T-Hangar rates will be added to the Aviation
Department's Schedule of Rates and Charges, for Spinks Airport, effective October 1, 2017. Rental rates
shall be subject to an increase on October 1 of any given year, based on the upward percentage change
Logname: 55FWS NONDISTURBSCHULKO Page I of 2
in the Consumer Price Index for the Dallas -Fort Worth Metropolitan area. At no time will the adjusted rate
exceed the rate that is current in the Schedule of Rates and Charges. Five-year rate adjustments will
apply for the ground rate starting on October 1, 2017 and every fifth year thereafter.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6.
This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that this action will have no effect on City funds. Revenues associated
with this Agreement will be included in the upcoming fiscal year's budget and the Aviation Department is
responsible for the collection and deposit of funds.
FUND IDENTIFIERS (FIDs):
TO
Fund
Department iAccoun
Project
Program
I
ctivity
I
Budget
Reference #
mountl
1
ID ID
Year
(Chartfield 2)
FROM
Funj
Department
Project Program�Activity
Budget
Reference #
mountlID
JAccoun'
ID
Year
(Chartfield 2)
CERTIFICATIONS:
Submitted for Citv Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
1. Map 9E.Ddf (Public)
Fernando Costa (6122)
Bill Welstead (5402)
Aaron Barth (5434)
Anne -Marie Stowe (5415)
Logname: 55FWS NONDISTURBSCHULKO Page 2 of 2