HomeMy WebLinkAboutContract 36733-T1 CITY SECRETARY
CONTRACT N0.
AGREEMENT TERMINATING LEASE
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
LEASE SITES 10E, 11E
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
East Side Executive Hangars, Inc., a Texas Corporation (Lessee), acting by and through
DARRELL CLENDENEN, its duly authorized President.
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. 36733 on
March 12, 2008 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:
OFFICIAL RECORD
AGREEMENT CITY SECRETARY
1. TERMINATION OF THE LEASE. FT.WORTH,TX
The Lease is hereby terminated effective as of January 31, 2017 (`Effective
Date"). Lessor hereby agrees to pay Lessee in the amount of $2,320,500.00 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
Unimproved Ground Lease Agreement—Spinks West Side Executive Hangars,Inc. Page I of 4
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
Spinks Air Associates, LLC
41606 Date Street, Suite 203A
Murrieta, CA 92562
Agreement Terminating Lease
Fort Worth Spinks Airport
Unimproved Ground Lease Agreement—Spinks West Side Executive Hangars,Inc. Page 2 of 4
IN WITNESS WHEREOF, the partie§ hereto havexecuted this Agreement
Terminating Lease in multiples on this the day of I , 2017.
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date: ,2�7�/;r
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 �l day
, 2017.
TRIKINVA L JOHNSON f
' ,=Notary Public,State of Texas
l/
Comm. Expires 04-17-
0
4•» lois Notary Public in d for the
... Notary ID 1238832-0
- State of Texas
APPROVED AS TO FORM ATTEST:
AND EGALITY:
By: ML,",4By; /r,
Paige M ane ary J. Kayser
Assistant City Attorney City Secretary
M&C: C-28022 (y .............T�y
Approval Date: December 6,2016 �� O
Form 1295: 2016-130429 OFFICIAL RECORD U' '•�
CITY SECRETARY
Agreement Terminating Lease ,WORTH, TX
Fort Worth Spinks Airport
Unimproved Ground Lease Agreement—Spinks ars,Inc.
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
r
Title
LESSEE: / ATTEST:
Spinks Air Assocjafe ,LC �A
By: By: _
Darrell Clendenen,
Managing Member
Date: /1.9/20 i 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 Executive Hangars, Inc. 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 tU )
On ' before me,Joanne Cooper, Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the personKwhose namekSj is/v6 subscribed to the
within instrument and acknowledged to me that he/sbelj y executed the same in his/her/tj)err authorized
capacity(i and that by his/her/ r signature(Won the instrument the personfr);or the entity upon behalf of which
the personWacted, 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
Z_' COMM.#2040227 G)
2: NOTARY PUBLIC•CALIFORNIA 9
RIVERSIDE COUNTY
Signature
My Commission Expires October 1,2017
(seal)
Optional Information
Description Of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose ,r}! /
of Ub( et'� f�f�i✓LC t r'(CA ' GCC �C7 t' 1 i l
containing pages and
dated
The signer(s)capacity or authority is/are as:
❑ Individual
❑ Attorney-In-Fact
❑ Corporate Officers)
title(s)
❑ Guardian/Conservator
❑ Partner—Limited/General
❑ Trustee(s)
J Other. 6_61
Representing:
S'l
Repr/esenting: 1,
Names)of Person(s)or Entity(ies)signer is Representing
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
ITV COUNCIL AGENDA Fa%44�
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 CONSENT HEARING: NO
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_packet/mc review.asp?ID=22983&councildate=12/6/2016 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 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.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account [Irqje�GtProgramIActi�vity �BudgetUe=ference# Amount 2
Submitted for City Manager's Office by_ Fernando Costa (6122)
Originating Department Head: Bill Welsted (5402)
Additional Information Contact: Anne-Marie Stowe (5415)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=22983&councildate=1 2/6/2016 2/8/2017
M&C Review Page 3 of 3
Aaron Barth (5434)
ATTACHMENTS
55FWS 3LEASETERM CLENDENEN AO.docx
Form 1295 Clendenen.pdf
MAP Clendenen.pdf
http://apps.cfwnet.org/council packet/mc review.asp?ID=229 83&councildate=1 2/6/2016 2/8/2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loll
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. 12016-130429
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:
Mir Ll
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
4 Nature of interest
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 AFFIDAV`;++i t f 1 f`` I swear,or affirm,under penalty f perjury,t he above disclosure is true and correct.
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AFFI ,NOT/�f2 t �S iAL ABOVE
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Sword andts'�6stc;rited before me,by the said ��(,`J��f� ' ._s t`��� ����this the � � day of � • �1
20�,to certify which,witness my hand and seal of office,
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1 Signature`of officer administering oath jhinted name of officer administering oath i Title of officer administering ath
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