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Contract 49525-CA1
CITY SECRETARY 4 ,erj���11% CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 49525 HANGAR LEASE AGREEMENT FORT WORTH SPINKS AIRPORT LEASE SITE 13745 WING WAY,HANGAR A This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 49525, ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the State of Texas, acting by and through FERNANDO COSTA, its duly authorized Assistant City Manager; the TIGER AVIATION, LLC., a New Mexico Limited Liability Company ("Assignor"), acting by and through FRANK SEILDER, its duly authorized Agent; and FILTRATION AUTOMATION,INC.,a Texas corporation("Assignee"),acting by and through GARY HADDOCK its duly authorized.President. RECITALS: The following introductory provisions are true and correct and form the basis of this Consent: A. On September 29, 2006, Spinks Westside Associates ("Former Lessee") entered into an unimproved Ground Lease with Mandatory Improvements (hereinafter the "Ground Lease") with the City(CSC No. 34065). On June 2,2008,the Ground Lease was amended(hereinafter "Amended Lease") (CSC No. 37154). The Ground Lease and the Amended Lease are hereinafter collectively referred to as the "Master Lease," attached hereto and incorporated herein as Exhibit "C." The real property, which is the subject of the Master Lease, consists of four(4)hangar sites identified as Lease sites W-3 through W-6 inclusive, located at Spinks Airport in the City of Fort Worth. B. On or about September 2008 Former Lessee completed construction of the aircraft storage hangar building on Lease Site W-6, known and referred to as 13745 Wing Way, Fort Worth, Texas, consisting of five (5) individual hangars within a multi-unit aircraft hangar building identified as hangar units A-E. C. On November 7,2008,the City of Fort Worth Aviation Department approved, as to form only, that certain HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT as an approved instrument to memorialize the sale to third persons of a Leasehold Interest as a Sublessee in individual box hangar units within the completed aircraft storage hangar buildings defined in the Master Agreement as "Mandatory Improvements." Consent to Assignment of CSC No.49525 ®� �� �� b� ',�., By Tiger Aviation,LLC to Filtration Automation,Inc. @gyp SECRETARY Page] of l i D. On January 22, 2009, Former Lessee and Newstart Construction, lnc.(Newstart) entered into those certain Hangar Sublease and Exclusive Occupancy Agreements governing Box Hangars A and B, attached hereto as Exhibit"A-V (the" Box Hangar Subleases"). E. On September 5, 2013, Newstart and Assignor entered into a Hangar Sublease Sale and Assignment Agreement. Assignor purchased the exclusive right to occupy and use of Box Hangar A. On April 5, 2017,Newstart and Assignor entered into a Hangar Sublease Sale and Assignment Agreement, through which Assignor purchased the exclusive right to occupy and use Box Hangar B. F. Mr Darrell Clendenen, manager of Spinks Westside Associates, LLC, 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. 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 Master Lease hereto as Exhibit `B". Upon termination of the Ground Lease Agreement CSC 34065, the City agreed to enter into Hangar Sublease Estoppel, Non-Disturbance, and Assignment Agreement with Assignor for Box Hangars A and B. G. On August 17, 2017,the Lessor and Assignor entered into a Hangar Sublease Estoppel, Non- Disturbance,and Assignment Agreement,attached hereto as Exhibit"D",to continue the terms of the Box Hangar Leases for Box Hangars A and B. The Lessor assumed the rights and obligations of Lessee under the aforementioned Box Hangar Leases. H. On September 6, 2019, City staff received a request from Assignor to assign all Assignor's rights, title and interest in 13745 Wing Way, Box Hangar A (only) (Leased Premises) to Filtration Automation (Assignee); Assignee wishes to accept such assignment; and Lessor is willing to consent to such assignment, all on the terms and conditions set forth in the Consent agreement. AGREEMENT; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows: Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page 2 of 11 1. Lessor hereby consents to an assignment by Assignor to Assignee of all of Assignor's remaining right, title and interest in the Leased Premises and Leases granted to Assignor by the Leases (the "Assignment"), effective as of the date the Assignment is executed by Lessee and Assignee ("Effective Date"). The Assignment, , is a public document that will be on file in Lessor's City Secretary's Office and Aviation Department and is incorporated herein by reference for all purposes. 2. Lessor does not adopt,ratify or approve any of the particular provisions of the Assignment and does not grant any remaining right, privilege or use to Assignee which is different from or more extensive than any right, privilege or use granted to Lessee by the Leases. In the event of any conflict between the Leases and the Assignment,the Leases shall control. In the event of any conflict between this Consent and the Assignment, this Consent shall control. 3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to Lessor,that as of the Effective Date Assignee will faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease. Lessor acknowledges Lessee has no duties and obligations under the Leases after the Effective Date and,except as set forth herein,Lessee shall be released and forever discharged from any and all actions, causes of action,judgments, executions, suits, investigations, debts, claims, demands, liabilities, obligations, damages, and expenses of any and every character that arise out of or in any way connected to the Lease accruing after the Effective Date. 4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Leases to undertake or perform prior to the Effective Date and(ii)any damages (subject to the terms of the Leases), including,but not limited to,property loss,property damage and/or personal injury of any kind,including death,to the extent caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective Date. 5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is required by the Leases to undertake or perform on or after the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or after the Effective Date. 6. The person signing this Consent hereby warrants that he/she has the legal authority to execute this Consent on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Consent. 7. This Consent may be executed in any number of counterparts, all of which shall constitute the same instrument. Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page 3 of 11 8. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Leases. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page 4 of 11 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this the day of '2020. CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: By. Fernando Costa R j7hrs4/rS Ro Hansel( sistant City Attorney Assistant City Manager 741({ ATTEJ� f Date: S;i�Zv& By: M ay i Secret . , Q M&C. 20-0306 ` M&C Approved: May 5, 2020 rr Form 1295: 9-542788 7 .z` 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 the foregoing instrument,and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GrVFP UNDER MY HAND AND SEAL OF OFFICE this day 2020. L2422528 9�i SELENAALANotary Public. State of Texas Comm. Expires p3-3I-2024 otary Public in and for the State of Texas Notary IQ 13 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] Or810AL RECORD Consent to Assignment of CSC No.49525 SE � �° a� By Tiger Aviation,LLC CITY fj to Filtration Automation,Inc. ' ®_THr'fX Page 5 of 11 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,inc 11 performance and reporting requirements. Bar oodwin Z_ ErL Title LESSEE: TT TION,L Frank Seilder Agent Date: 2070 STATE OF TEXAS § COUNTY OF ddVwso,J § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Frank Seilder,known to me to be the person whose name is subscribed to the foregoing instrument,and acknowledged to me that the same was the act of TIGER AVIATION, LLC and that s/he executed the same as the act of TIGER AVIATION,LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7 day P' ,2020. Notary Public in and for the State of Texas [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] tPRY�L$ JESSIE CLINTON CALHOUN Notary ID#125275540 P My Commission Expires Consent to Assignment of CSC No.49525 9'FOF March 27, 2022 E(OFFK11AIL RECORDBy Tiger Aviation,LLC CRETARY 'to Filtration Automation,Inc. t'age 6 of 1l07MF ASSIGNEE: FILTRATION AUTOMATION,INC. By: 4--;2� #.- . Ga~dock President Date: �'7 • 5-m ?-() STATE OF TEXAS § COUNTY OF72 § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Gary Haddock,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FILTRATION AUTOMATION, INC. and that s/he executed the same as the act of FILTRATION AUTOMATION, INC. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this � �,- day 2020. vp ® •� Terry Robards otary P We in and for the State of Texas ,. My Commission Expires 09/1412021 `Fp¢ 10 No.1908564 Consent to Assignment of CSC No.49525 ()FMCIAL K By Tiger Aviation,LLC CITY SEC S ' to Filtration Automation,Inc. r Page 7 of I I FT WOM$IN SPINKS AIRP R T, FORT WORTH P-ItAS HANGER SURKASE SAU-, AigQ ASS16MMENT AGREEMENT THIS HAWGAR SUBLEASE SALE AND ASSIGNMENT AGRErMENT(hereinafter "Agreement"), Is made and entered into this the 30th day of September 2019 by and between TIGER AVIATION, LLC, a New Mexico limited liability company(hereinafter "Seller"), and FILTRATION AUTOMATION, INC., a Texas company(hereinafter "Purchaser"). WHEREAS, Seiler is the "Current Sublessee" under that certain Spinks Airport, Fort Worth Texas Hanger Sublease Estoppel, Non-Disturbance, and Assignment Agreement effective February 1, 2017 (the "Second Sublease"). The Second Sublease conveyed to Seller all rights of"Lessee" in that certain Spinks Airport, Fort Worth Texas Hangar Sublease and Exclusive Occupancy Agreement which was approved on November 7, 2008 by the Fort Worth Aviation Department and in which Spinks Westside Associates, LLC is Sublessor (the "Sublease"); and WHEREAS, said Sublease is expressly subject to the terms and conditions of that certain Master Lease as more particularly described in said Sublease; and WHEREAS, Seller owns all right,title and interest in and to the leasehold to that certain Hanger "A" located at 13745 Wing Way, Fort Worth,Texas (the "Premises") and, subject to the required prior approvals of the City of Fort Worth and Sublessor as more specifically detailed in the Sublease and the Master Lease described therein, Seller desires to sell and assign to Purchaser all of Seller's rights, title, interests, duties, responsibilities and liabilities in the Premises; and W"UREAS, subject to the aforementioned required prior approvals of the City of Fort Worth, Purchaser desires to purchase and assume all of Seller's leasehold rights,title, interests, duties, responsibilities and liabilities in the Premises and agrees to abide by and comply with and assume all the terms and conditions of the Sublease and Master Lease. NOW THEREFORE, in consideration of the premises and the promises of the Seller and Purchaser, and subject to the receipt of the required prior approvals set forth in the Sublease and the Master Lease, Seller agrees to sell transfer and assign and Purchaser agrees to purchase, accept, receive and assume all of Seller's leasehold interests in the Premises subject to the following terms and conditions. GENERAL. Seller agrees to sell, Purchaser agrees to purchase, Seller agrees to assign, and Buyer agrees to assume, in accordance with the terms and conditions of this Agreement, all of Seller's right,title, interest, duties, responsibilities and liabilities in (1)the lease and leasehold set forth in the Second Sublease (a full copy of which with its exhibits is attached to and incorporated in this Agreement as Exhibit "AA"); (2)the lease and leasehold set forth in the Sublease (a full copy of which is attached to and incorporated in this Agreement as Exhibit "A-1" to Exhibit "AA"); and (3)the lease and leasehold set forth in the Master Lease (a full copy of which is attached to and incorporated in this Agreement as Exhibit "C"to Exhibit "AA") concerning the Premises, i.e.,that certain Hangar Unit A located at 13745 Wing Way, Fort Worth,Texas (a footprint drawing of which is attached to and incorporated in this Agreement as Exhibit "B" to Exhibit "A-1"to Exhibit "AA"). It is expressly understood, acknowledged and agreed that the sale, purchase, assignment and assumption contemplated under this Agreement concerns only the leasehold interest of Seller in the Premises, i.e., Hangar Unit "A" and is no way a conveyance of any sort in the Hanger Unit "B" which Seller expressly retains. PURCHASE PRICE. The total purchase price consideration is agreed to be ten dollars ($10.00) and other good and valuable consideration the sufficiency of which shall be paid upon the latter of Purchaser's execution of this Agreement or receipt of the required prior approvals set forth the Sublease and the Master Lease. COMPLIANCE WITH TERMS AN D CONDITIONS OF SUBLEASE AND MASTER LEASE. As additional consideration for purchasing and assuming Seller's interests and duties in the Premises, Purchaser agrees to fully,timely and faithfully comply with all the terms and conditions of the Second Sublease,the Sublease and the Master Lease as such terms and conditions shall apply to Purchaser as the approved sublessee under the Second Sublease,the Sublease and the Master Lease. REPRESEN T ATi©NS AND WARRANTIES: Each party hereto represents and warrants to the other that the individual signing this Agreement on its behalf has received all of the requisite approvals and authorities necessary to bind it fully to this Agreement and that the entry into this Agreement does not violate any prohibition of said organization. These respective representations shall survive the closing of the transaction contemplated under this Agreement. SELLER: Seller represents and warrants that it is the rightful owner of all of the leasehold interests in the Premises as more particularly described in the Second Sublease, the Sublease and Master Lease and will warrant, protect and defend its title in and to said leasehold interests in the Premises against persons claiming an interest therein received by, through and under Seller, but not otherwise. This representation and warranty of Seller shall survive the closing of the transaction contemplated under this Agreement. PURCHASER: Purchaser represents and warrants that it shall abide by and comply with all the terms and conditions of the Second Sublease,the Sublease and Master Lease. EFFECTIVE DATE: The Effective Date of the transaction set forth in this Agreement shall be the later date of execution by both parties, for all purposes. TEXAS LAW: This Agreement concerns the sale of leasehold interests in real property located in the State of Texas. This Agreement and all of the relationships between the parties hereto, shall be construed and interpreted in accordance with the laws of the State of Texas. TIME OF ESSENCE: Time is of the essence of this Agreement. SEVERABILIYY: The provisions of this Agreement are intended to be independent, and in the event any provision hereof should be declared by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason whatsoever, such illegality, unenforceability, or invalidity shall not affect the remainder of this Agreement. ENTIRE AGREEMENT:_ This Agreement,The Contract of Sale (Leasehold Interest) effective 9/4/19, and the Amendment to Contract of Sale (Leasehold Interest) effective 9/30, 2019 contain the entire agreement between the parties hereto. No agent, representative, salesman or officer of the parties hereto has authority to make, or has made, any statements, agreements, or representations, either oral or in writing, in connection herewith, modifying, adding to, or changing the terms and conditions hereof and neither party has relied upon any representation or warranty not set forth in this Agreement. No dealings between the parties or customs shall be permitted to contradict,vary, add to, or modify the terms hereof. SURVIVAL: All terms, conditions, representations, and provisions contained herein shall extinguish upon closing and delivery of the consideration, except for the representations and warranties which expressly indicate survival beyond closing. IN WITNESS WHEREOF, Seller and Purchaser by entering their respective hands below in execution of this Agreement each agrees that they have read the entirety of this Agreement and understand and agree to all of the terms and conditions set forth herein. SELLER; Tiger Avi , a ew imited Liabillty company By: I Date: Frank W. Seidler, as President BUYER: Filtration Automation, Inc. BY: Date: 9-30-2019 Gary Haddock as President and C.E.O. EXHIBIT"A-1" HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page 8 of 11 SPINK 3P�R'TLFCD T �V��TH, T A HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT This SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT (the "Sublease°) is made and entered into by and between SPINKS WESTSIDE ASSOCIATES, LLC a Texas Limited Liability Company ("Sublesssor")and NEWSTART CONSTRUCTION,INC.,a Texas Corporation("Sublessee"),and WHEREAS, On September 29, 2006 Sublessor as the Lessee, entered into an unimproved Ground Lease with Mandatory Improvements (hereinafter the "Ground Leas") with the City of Fort Worth, Texas (hereinafter the "City"), which was entered into the books and records of the City as Contract No. 34065. On June 2, 2008 the Ground Lease was amended (hereinafter "Amended Lease") and the Amended Lease was entered into the books and records of the City as Contract No 37154. The Ground Lease and the Amended Lease are hereinafter collectively referred to as the "Master Lease". The real property, which is the subject of the Master Lease,is four(4)hangar sites identified as Lease sites W-3 through W-6 inclusive, located at Spinks Airport in the City of Fort Worth, State of Texas, commonly known and referred to as 13601, 13655, 13701, and 13745 Wing Way,Fort Worth, in the State of Texas(See Exhibit"A");and WHEREAS, In or about September 2008 Lessee completed construction of the aircraft storage hangar building on Lease Site W-6, known and referred to as 13745 Wing Way, Fort Worth, Texas (described in Exhibit "B" attached hereto), consisting of five (5) individual hangars within a multiunit aircraft hangar building identified as hangar units A-E,and WHEREAS, On November 7th, 2008 the City of Fort Wo h Aviation_P a nt approved, as to form only, this HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT as an approved instrument to memorialize the sale to third persons of a Leasehold Interest as a Sublessee in individual hangar units within the completed aircraft storage hangar buildings("Mandatory Improvements"). NOW, THEREFORE, for adequate consideration given and received by the Sublessor and Sublessee, the receipt of which is hereby acknowledged, and in further consideration of the mutual promises contained herein, and in the paragraphs and provisions of the Master Lease, which are referred to in this Agreement and thereby incorporated herein by reference as if set forth in its entirety, the Sublessor hereby subleases to the Sublessee,and the Sublessee hires and takes from the Sublessor,the aircraft hangar identified as Hangar Unit A 13745 Wing Way,Fort Worth, State of Texas under the following terms and conditions: 1, PROPERTY LEASED. Sublessor leases to Sublessee and Sublessee leases from Sublessor, the real property containing approximately ,�$0 _ _ square feet known and referred to as Hangar Unit A 13745 Wing Way, Fort Worth, Texas (the"Premises") more fully described in Exhibit "B", attached and incorporated herein by reference. The Premises, which are the subject of this Sublease, represent(20.52%)of Lease Site W-6 held by Sublessor pursuant to the terms and conditions of the Master Lease page 1 of 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGRErsh1ENT 2. TERM OF LEASE. 2.1 Initial Term The Initial Term of this Sublease shall commence on the date of execution by both parries ("Effective Date") and expire at 11:59 P.M. on December 31, 2036, unless terminated earlier as provided herein. 2.2 Renewals. If Sublessee performs and abides by all provisions and conditions of this Sublease, upon expiration of the Initial Term, Sublessee shall have two (2) consecutive options to renew this Sublease for two(2)additional successive terms of five (5)years each (each a "Renewal Term")at a rental rate based upon a prorata calculation in accordance with the Ground Lease escalation provisions contained in Section 3.1 of the Master Lease. Sublessee shall notify Sublessor in writing of its intent to exercise a respective option not less than ninety(90)and not more than one hundred eighty(180) days prior to the expiration of the term then in effect. If Sublessee does not exercise its option for a first Renewal Term within the time frame provided herein, Sublessee shall automatically and simultaneously forfeit its second option to sublease the Premises for a second Renewal Term, and Sublessee shall no longer have any rights or interest in the Premises following the expiration of the Initial Term. Notwithstanding anything to the contrary contained herein, the tern Of this Sublease, including any extensions, shall not go beyond the ultimate expiration date of the"Master Lease". 3. PURCHASE PRICE AND RENT. (a) The purchase price payable in advance by Sublessee to Sublessor for the exclusive right to occupy and use the Premises pursuant to the terms and conditions setforth in this Sublease is Ow (b) 1n addition to the purchase price, Sublessee will pay to Sublessor as rent for the Premises, Sublessee's prorata share of the Master Lease ground rent payable by Sublessor to the City of Fort Worth which on the date of execution of this Sublease is Six Hundred Eighty 1?oilars_and Thirty-Six Cents ($68036)annually, payable monthly at the rate of Fi -Six Dollars and Seventy Cents ($56.70) per month, and may be adjusted upward or downward as more fully set forth in Paragraph 3 of the Master Lease. 4. USE OF PREMISES. Sublessee will use the premises only for aviation purposes specified in the Master Lease and for uses normally incident to such purposes. S. ASSUMPTION AGREEKENT AND COVENANTS. (a) Sublessee will comply with all the terms and conditions of the Master Lease that relate to the Premises that are to be complied with by the Sublessor as Lessee during the Term of this Sublease, including without limitation, the payment of Sublessee's prorata share of the Ground Lease to the City N&V 2 or fs HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMEW of Fort Worth,which may be adjusted from time to time by the City of Fort Worth. (b) If the Master Lease is terminated or surrendered, whether voluntarily, involuntarily, or by operation of law, Sublessee will make full attornment to the Lessor under the Master Lease for the balance of the Term, including any extensions and renewals, based upon the covenants and conditions set forth in this Sublease, so as to establish direct privity of estate and contract between the Lessor and - Sublessee, with the same force and erect as if this Sublease had originally been entered into by and between the Lessor and Sublessee. In said event Sublessee will then make all rent payments directly to Lessor, and providing Sublessee is not in default, Lessor shall accept the Sublessee, its successors and assigns, as its Lessee for a period equal to the full un»elapsed portion of the Term of this Sublease, including any extensions and renewals,under the terms and conditions set forth in this Sublease (c) In addition to the restrictions and limitations upon the use, occupancy of the premises and alienation of interest which are set forth in the Sublease,the restrictions and limitations upon the use and occupancy of the Premises and alienation of interest which are set forth in the Master Lease shall be incorporated into this Sublease by reference as if set forth herein in its entirety and Sublessee covenants to comply with said provisions. (d) Notwithstanding anything contained in this Sublease to the contrary,should a court of competent jurisdiction determine Sublessor has defaulted under the terms of this Sublease and the default is deemed incurable, Sublessee, may at any time thereafter, at the Sublessee's sole discretion, and subject to the approval of the Lessor, require Sublessor to assign a portion of the Master Lease relating to the Premises to Sublessee. Following such assignment, this Sublease shall terminate and be of no further force and effect. 6. MONTHLY PRORATA.EXPENSES. (a) During the initial term of this sublease and any extensions thereof,Sublessee agrees to pay to the Sublessor, Sublessee's Pro Rats Share of monthly expenses. Sublessee's Pro Rata share shall be 20.52% of the annual expenses as estimated by Sublessor,including,but not limited to the following items: (i) The cost of all operating expenses of the Premises and services furnished, including any charges imposed upon the Sublessor pursuant to the Master Lease Agreement; (ii) The cost of management and administration,whether or not the management or service is provided by the Sublessor pursuant to a contract between the Sublessor and a third party. The third party rendering the management and administration services may,or may not,be an officer or director, or affiliated with an officer or director, of the Sublessor. Notwithstanding anything to the contrary herein the charges and fees for management and administration shall not exceed the customary fees and charges for the same or similar services rendered by other professionals within the same geographic area; (iii) The amount of all taxes and assessments levied against the Sublessor under the terms of the Master lease which it is required to pay,except that in the event the taxing authority mattes a separate assessment as to the assessed value of each aircraft Hangar Unit covered by the Master Lease, the proportionate share of taxes to be paid as to the Premises shall be determined by the ratio of the assessed value of the Premises to the total assessed value of all aircraft Hangar Units included in the Master Lease, the Sublessee agrees to and shall pay the amount of said taxes Page 3 of 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT determined by the taxing authority for the said Sublessee's Premises, which shall be included in the"Prorata Expenses" hereinabove referred to, in said amount as separately determined for the Premises by the Sublessor; (iv) The cost of fire and extended insurance on the Hangar Units and such other insurance as the Sublessor may effect or as may be required pursuant to Paragraph I I of the Master Lease or - under any mortgage on the Premises; (v) The cost of furnishing water, electricity, garbage, and trash collection, and any other utilities to the extent furnished by the Sublessor(See Section 8); (vi) All reserves set up by Sublessor, including the general operating reserve and the reserve for replacements; (vii) The estimated cost of repairs, maintenance, and replacement of the real and personal property to be made by the Sublessor. The obligation of the Sublessor to make repairs,maintain, and replace the Hangar Units shall be limited to the exterior of the Hangar Units covered by the Master Lease. The interior of the Premises, including the operating mechanism for the bi-fold door and the components contained therein, shall be maintained and repaired by the Sublessee with the exclusive right to occupy said unit; (viii) Any other expenses of the Sublessor, including operating deficiencies, if any, for prior periods; (ix) The Sublessor shall determine the Prorata Expenses from time to time. Said sum shal I be estimated on an annual basis and divided by the number of months remaining in the then current fiscal year; but in no event shall the Sublessee be charged with more them his proportionate share thereof as determined by the Sublessor. Until further notice from the Sublessor, the Monthly Prorata Expenses for the above-mentioned aircraft Hangar Unit shall be 208.38 . (x) Sublessee shall commence the payment of Prorata Expenses thirty (30) days following written notice from the Sublessor to the Sublessee that the Premises is available for occupancy, or upon acceptance of occupancy, whichever is earlier, the Sublessee shall pay the payment for Prorata Expenses covering the unexpired balance of the month in which notice was given or occupancy occurred. Tliereafter, the Sublessee shall pay Prorata Expenses each month in advance;and (xi) The Sublessor agrees on its part that; in the discretion of the Sublessor,the Sublessor may within ninety(90) days after the end of each fiscal year either refund or credit to the Sublessee's account, the Sublessee's proportionate share of Prorata Expenses that were collected in anticipation of expenses, which are in excess of the amount actually paid for expenses of all kinds, including reserves. (b) Sublessee is granted the right not more frequently than once every calendar year to audit all books, records and support documentation of Seller in connection with any charges assessed Sublessee under this Sublease during the preceding calendar year. Seller shall make available to Buyer original copies of all underlying documentation supporting any charges assessed Sublessee during the twelve(12) months subject to review. Sublessee shall be permitted to conduct any such audit within two(2)business Page 4 of 16 HANGAR SUBLEASE AND ExCLUSrVE OCCUPANCY AGREEMENT days notice to Seller. Any such audit shall be conducted at Sublessee's sole expense. 1. PAYMENT DATES&"LATE 1fEES. Monthly Prorata Expenses are due on or before the first (1st) day of each month. Payments must be received during normal working hours by the due date at the Sublessor's address set forth in Section 20(g). Rent shall be considered past due if Sublessor has not received full payment on or before the tenth(10th)day of the month for which payment is due. Without limiting Sublessor's termination rights as provided by this Sublease, Sublessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Sublessee may accrue. S. MA&AGEMENT AND INSURANCE. Notwithstanding the Sublessor's rights and obligations to provide the necessary management, operation, and administration of the Hangar Units;and to be paid for said services,and the Sublessor's covenant to arrange for the payment of all assessments levied against the project, and to secure insurance covering the repair and/or replacement of the exterior and structural components of the "Mandatory Improvements" described in the Master Lease and the minimum general liability insurance limits imposed upon the Sublessor under the terms of the Master Lease. The Sublessor will not, however, under any circumstances, provide liability or personal property insurance coverage which would insure the personal property or activities of Sublessee and/or Sublessee's officers,employees, agents, or invitee, or repair or replace the interior build out of the Premises or repair or replace any personal property stored within the Premises. Furthermore, the Sublessee herein agrees to hold Sublessor, its agents,officers,directors,attorneys, heirs,and successors harmless and to indemnify each of them from any loss or costs whatsoever,that may arise as a result of any action or inaction by Sublessee and/or his agent, guest, or invitee relating to the use of the Premises or any aircraft or personal property that may be used by the Sublessee or is stored in the Premises. Providing Sublessee is not in default, Sublessor herein agrees to, defend, indemnify and hold Sublessee, its agents, officers, directors, attorneys, heirs, successors, sublessees, and/or assigns harmless against and fi°om any and all losses, costs, expenses and/or judgments whatsoever, including, but not limited to,any actual attorneys fees and court costs, that any of said parties may suffer,arising out of, related to or in connection with any action or inaction of Sublessor or any employee, agent or third party acting on behalf or at or under the direction of Sublessor related to any matters under this Sublease or the Master Lease that are the duties and/or responsibilities of Sublessor. 9. >E'URNITURE ANO F&TURES. All furniture and fixtures and equipment placed in the Premises by Sublessee will remain Sublessee's property. Sublessee may, when the Term of this Sublease expires, remove the furniture and fixtures, if removal is done so as not to damage the Premises. 10. ASSIGNM INIT AND SUBLETTING. Lessee shall have the right to sublease the Premises to a third party under terms and conditions acceptable to Sublessor; provided that all such arrangements shall be in writing, and shall be approved in advance by the Sublessor and City as to form, and shall expressly incorporate by reference all limitations, restrictions, and conditions upon the use of the Premises contained in this Sublease and the Master Lease. Nothing contained in this Sublease shall be interpreted as limiting or prohibiting Lessee from time to time subleasing or renting any portion of the Premises to any third party provided any such sublease or rental between Sublessee and any third party is in full compliance with, and incorporates by reference, the conditions, Page 5 at 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEAIEN7 covenants and restrictions of that certain Master Lease between the City of Fort Worth, Texas and Sublessor and; The Spinks Airport Rules and Regulations Sublessee and all Sublessee's successors and/or assigns are hereby prohibited from non-aviation related uses, including, without limitation, the following; concessions; ground transportation for rent or hire; including taxi and limousine service; food sales; barber and valet services;alcoholic beverage sales;sales of pilot supplies;newsstands;and gift;and other retail shops. (a) Notwithstanding the above, this Sublease may be assigned or the Premises sublet to any corporation into which, Sublessee may be merged or consolidated or to any corporation that is a majority-owned subsidiary,parent,or affiliate of Sublessee. (b) Any proposed assignment shall be in writing, signed by assignee and assignor and submitted to the Sublessor and the City for approval.The proposed assignment shall contain an affirmative statement on the part of the assignee stipulating to the assumption of all the conditions,restrictions, and covenants under this Sublease and the Master Lease that are to be performed by Sublessee. Within ten (10) days following the approval of the proposed assignment by Sublessor and City, the approved proposed assignment (the "Assignment") together with a duplicate original of this Sublease attached thereto as Exhibit A will be delivered to Sublessor. ' (c) Violation of this Subletting or Assignment provision shall, in the absolute and sole discretion of the Sublessor, result in termination and forfeiture of the Sublessee's rights under this Agreement. As a condition to the approval of any sublease the rents and any other sums that may be payable by Sublessce under this Sublease and/or the Master Lease shall be assigned to the Sublessor. A duplicate original of any sublease or rental agreement between the Sublessee and any third party shall be delivered to the Sublessor within ten (10) days following execution, and the Sublessor shall be irrevocably empowered to collect rents and apply the rents in reduction of sums due from time to time under this Agreement. (d) Any sublease or rental agreement between Sublessee and a third person shall be in a form acceptable to the Sublessor, shall require the subtenant to abide by the terms of this Sublease and the Master Lease during his subtenancy, and shall give to the Sublessor irrevocable power to dispossess or otherwise act for the Sublessee in case of default under the subtenancy Agreement. 11. UTILIT ES. All electrical usage and phone shall be metered by Sublessee directly with such companies. 12. DEFINITION OF DEFAULT BY SUBLESSEE AND EFFECT THEREOF. (a) Any action or inaction by Sublessee that causes the occurrence of any of the events detailed in clauses (i) through (x) below shall constitute a default by Sublessee under this Sublease. It is hereby mutually agreed that at any time after the happening of any of the events specified in Clauses(i)through (vi) inclusive and/or Clauses (viii)through (x) inclusive of this Section, the Sublessor shall give to the Sublessee a written notice (hereinafter"Notice of Default") sent via a nationwide overnight carrier with recipient signature required that such a default has occurred and that Sublessee's right to occupy under this Agreement will expire and the Sublease will be terminated at a date not less than thirty (30) days after the date the Notice of Default is delivered,or delivery attempts have been unsuccessful as certified by the nationwide overnight carrier. Upon the event of default as specified in Clause (vii) of this Section, the Sublessor shall give to the Sublessee a Notice of Default sent via a nationwide overnight carrier with recipient signature required that such a default has occurred and that Sublessee's right to Page 6 of 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT occupy under this Agreement will expire and the Sublease will be terminated at a date not less than ten (10) days after the date the Notice of Default is delivered, or delivery attempts have been unsuccessful as certified by the nationwide overnight carrier. The events constituting a default by Sublessee under this Section 12(a)are as follows: (i) In the event Sublessee shall attempt to transfer or assign its interest in this Sublease in a manner that is prohibited hereunder. In the event Sublessee is not a natural person, nothing contained in this Sublease shall be interpreted at any time or in any manner as limiting or prohibiting any shareholder or equity interest owner oflin Sublessee from selling any or all of the equity owned by said shareholder or equity interest owner to any third party nor shall any such equity sale be interpreted as or constitute a breach of this Sublease, the Master Lease or the Spinks Airport Rules and Regulations. Sublessee agrees to notify Sublessor in writing within 30 days after the occurrence of the sale of substantially all (i.e., 90% or greater) of the equity ownership interest of Sublessee. (ii) In the event Sublessee attempts to transfer or assign this Agreement in a manner inconsistent with Paragraph 10 of this Sublease; (W) In the event at any time during the continuance of this agreement the Sublessee shall be declared a bankrupt under the laws of the United States; (iv) In the event at any time during the continuance of this agreement a receiver of the Sublessee's property shall be appointed under any of the laws of the United States or of any State; (v) In the event at any time during the continuance of this agreement the Sublessee shall make a general assignment for the benefit of creditors; (vi) In the event the Sublessee fails to effect and/or pay for repairs and maintenance as provided for in Section 6 hereof; (vii) In the event the Sublessee shall fail to pay any sum due pursuant to the provisions of Section 3, Section 6,and Section 12(g)hereof; (viii) In the event Sublessee fails to pay any charge which, if not paid, could become a lien against the Premises; (ix) In the event Sublessee, without the prior written approval of the Sublessor, permits an occupant or occupants to occupy the Premises; (x) In the event the Sublessee shall act, or fail to act, pursuant to its obligations under this Sublease and/or the Master Lease. (b) Upon the occurance of an event of default as set forth hereinabove and the expiration of the notice period as set forth in the Notice of Default describe in Section 12(a) the Sublessee's right to occupy the Premises under this Sublease will automatically expire and terminate, unless during the Page7of16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT notice period the Sublessee provides Sublessor proof satisfactory to Sublessor, that the default has been cured in a manner deemed satisfactory by the Sublessor, and/or that any and all money payable by the Sublessee to the Sublessor has been paid in full.: (c) The Sublessee hereby expressly waives any and all right of redemption in case he shall be dispossessed by judgment or warrant of any Court or judge: the words "enter", "re-enter", and "re- entry", as used in this Agreement are not restricted to their technical legal meaning, and the event of a breach or threatened breach by the Sublessee of any of the covenants or provisions hereof, the Sublessor shall have the right of injunction and the right to invoke any remedy allowed at law or in equity,as if re- entry,summary proceedings,and other remedies were not herein provided for. (d) The Sublessee expressly agrees that there exists under this Sublease a landlord-tenant relationship and that in the event of a breach or threatened breach by the Sublessee of any covenant or provision of this Agreement, there shall be available to the Sublessor such legal remedy or remedies as are available to a landlord for the breach or threatened breach under the laws of the State of Texas by a tenant of any provision of a lease or rental agreement. (e) Notwithstanding any other provisions of this Agreement the Sublessee, in case he is in default hereunder, hereby expressly waives any and all notices and demands for possession as provided by the laws of the State of Texas. (f) The failure on the part of the Sublessor to avail itself of any of the remedies given under this Agreement shall not waive nor destroy the right of the Sublessor to avail itself of such remedies for similar or other breaches on the part of the Sublessee. (g) Upon the occurrence of any event of default and Sublessee's failure to cure said default within the time limits set forth in the Notice of Default it shall thereupon be lawful for the Sublessor to re- enter the Premises and remove all persons and personal property therefrom either by: (i) summary dispossession proceedings or by suitable action or proceeding at law or in equity or; (ii)by any other proceedings that may apply to the eviction of the occupants or; (iii) by force or otherwise, and to repossess the Premises in its former state as if this Sublease had not been made. (h) If Sublessee breaches this Sublease, Sublessor may immediately or at any time thereafter,without notice, cure the breach for the account and at the expense of Sublessee. If Sublessor at any time, by reason of the breach,must pay,or elects to pay,any sum of money or do any act that will require paying any sum of money, or must incur any expense, including reasonable attorney's fees, in instituting or prosecuting any action or proceeding to enforce Sublessor's rights under this Sublease,the sums paid by Sublessor will be considered additional rent and will be due from Sublessee to Sublessor on the first day of the month following payment of the respective sums or expenses. (i) All Sublessor's rights and remedies enumerated in the Sublease are cumulative and will not exclude any other right or remedy allowed by law. These rights and remedies may be exercised and enforced concurrently, whenever necessary. If Sublessor is in default under this Sublease, Sublessor will have reasonable and adequate time to cure the default after written notice to Sublessor by Sublessee. Page a of 46 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT 13. EMINENT DOMAIN. If any public authority takes the whole or any part of the Premises under the power of eminent domain, then the Sublease Term will cease with respect to that part from the date that its possession is required for any public purpose, and the rent will be paid up to that day. If a portion of the Premises is taken so that the remaining portion will not be reasonably adequate for operating Sublessee's business after Sublessor completes - such repairs or alternations as Sublessor is obligated to make, Sublessee may elect either to terminate this Sublease or eemain in possession of the remainder of the Premises. In the latter event,the rent will be equitably adjusted to account for that portion of the Premises so taken. If Sublessee elects to remain in possession,all the Terms of this Sublease will continue in effect except for the rent,and Sublessor will at its own cost and expense make all necessary repairs or alterations to the building. Any money received by Sublessor as a result of a taking of the Premises under eminent domain that is not used by Sublessor to restore or repair the Premises shall be paid to Sublessee after deducting from said sum any and all money due Sublessor under the Sublease Agreement and the reimbursement of all cost incurred by Sublessor relating to the Eminent Domain proceedings. 14. SUBLESSEE TO COMPLY WITH ALL REGULATIONS. The Sublessee covenants that he will abide by the rules and regulations established from time to time by Spinks Airport; the City of Fort Worth Texas; and the restrictions, covenants and conditions set forth in the Master Lease and/or Sublease, and by his acts of cooperation with other sublessees and individuals and entities using the Spinks Airport bring about for himself and his co-sublessees a safe environment and a peaceful enjoyment of the property rights of all sublessees. 15. REPAIRS AND ALTE9ATI0NS. (a) The Sublessee agrees to repair and maintain his Premises at his own expense as follows: (i) Any routine maintenance to the inside of the Premises and any repairs or maintenance to the exterior of the Premises necessitated by the members negligence or misuse;and (ii) Any redecoration of the interior of the Premises;and (iii) Any repairs or maintenance of all fixtures, appliances and other items within the interior surfaces of the perimeter walls, floors and ceiling of the Premises. (b) The Sublessor shall provide all necessary repairs, maintenance, and replacements to the exterior of the Hangar Unit and shall pay for said Repairs and Maintenance from the assessments and pro rata expense funds collected pursuant to Section 6 of this Agreement. The officers and employees of the Sublessor and/or the management company shall have the right to enter the Premises of the Sublessee in order to effect necessary repairs,maintenance,and replacements consistent with this Agreement, and to authorize entrance for such purposes by employees of any contractor, utility company, municipal agency, or others,at any reasonable hour of the day and in the event of emergency at any time. (c) The Sublessor shall have the right to make repairs at Sublessee's expense should the Sublessee fail to effect the repairs, maintenance,or replacements specified in this Section in a manner satisfactory to the Sublesssor and add the cost thereof to the Sublessee's next required monthly payment under Paragraph 3. Page 4 or 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT 16. ALTERATIONS AND ADDITIONS- The Sublessee shall not,without the written consent of the Sublessor, make any structural alterations in the Premises,or in the water,electrical conduits,plumbing or other fixtures connected therewith,or remove any additions, improvements,or fixtures from the premises. (a) The Sublessee shall not, without the prior written consent of the Sublessor, the Fire Department, EPA, and/or local planning department,use or store in his hangar any hazardous or flammable materials or install or use in his aircraft Hangar Unit any paint booth or equipment or peribi'm any activity that emits fumes or could annoy or create a hazard for any other Sublessees'. The Sublessee agrees that the Sublessor may require the prompt removal of any such materials and/or equipment at any time, and that the Sublessee's failure to remove such equipment upon request shall constitute a default within the meaning of Section 10 of this Agreement. 17. INDEAWFICATION. SUBLESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND SUBLESSOR AND THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAIIIAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE, OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON,EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OFSUBLESSOR,ITS OFFICERS AGENTS,SERVANTS,OR EMPLOYEES SUBLESSEE SHALL BE LIABLE TO SUBLESSOR AND/OR THE CITY FOR ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR ANY IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF SUBLESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUBLESSEES, OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUBLESSOR, ITS SERVANTS,AGENTS, OR EN.r'PL0YEES NEITHER THE SUBLESSOR NOR THE CITY GUARANTEE POLICE PROTECTION TO SUBLESSEE OR ITS PROPERTY, THE CITY IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN THE CITY'S CERTIFICATION UNDER FAA REGULATIONS SUBLESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY, SUB LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON SUBLESSOR AND/OR THE CITY RESULTING FROM SUBLESSEE'S FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. Psge 10 of 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT 18, ENVIRONMENTAL R1EMEDIA_TION. To the best of Sublessoes knowledge, the Premises comply with all applicable federal, state, and local environmental regulations or standards. Sublessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Sublessor concerning the environmental condition of the premises. SUBLESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE ]REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL,STATE, OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY SUBLESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,SUBCONTRACTORS, OR INVITEES 19. TERMINATION. In addition to termination rights contained elsewhere in this Sublease, Sublessor shall have the right to terminate this Sublease follows: 19.1. FAilare by Lessee to Pay Rent Fees or Other Qargq. If Sublessee fails to pay any rent, fees, or other charges due under this Sublease, Sublessor shall deliver to Sublessee via a USA nationwide overnight courier service with signature being required of the intended recipient an invoice and a written notice to pay the invoice within Fifteen(IS)calendar days from the date of receipt or when delivery has been attempted and was refused by the intended recipient. If Sublessee fails to pay the balance outstanding plus any and all late charges and interest within such time,Sublessor shall have the right to terminate this Sublease immediately. 19.2. Sublessee's Financial Obligations to Sublessor u on Termination Breach or Oda ult. If Sublessor terminates this Sublease for any non-payment of fees or other charges or for any breach or default as provided in Paragraph 12 and this Paragraph 19, then subject to offsets for rents received by Sublessor from Sublessee subsequent to the breach, Sublessee shall be liable for and shall pay to Sublessor all rent due Sublessor for the remainder of the term then in effect as well as all arrearages of fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Sublessor be construed as an election by Sublessor to forfeit any of its rights under this Sublease. 19.3. Wiahts of Sublessorr Upan Termination or Expiration. Upon termination or expiration of this Sublease, and any exercised option periods, title to all improvements on the Premises and all fixtures and other items attached to any structure on the Premises shall pass to Sublessor. In addition, all rights, powers, and privileges granted to Sublessee hereunder shall terminate and Sublessee shall vacate the Premises. Within twenty(20)days following the effective date of termination or expiration, Sublessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials, and supplies placed on the Premises by Sublessee pursuant to this Sublease. After such time, Sublessor shall have the right to take full possession of the Premises, by Page I I of 15 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEkt£Nr force if necessary,and to remove any and all parties and property remaining on any part of the Premises. Sublessee agrees that it will assert no claim of any bind against Sublessor, its agents, servants, employees or representatives, that may stem from Sublessor's termination of this Sublease or any act incident to Sublessoes assertion of its right to terminate or Sublessor's exercise of any rights granted hereunder. 20. MISCELLANEOUS PROVISIONS. (a) Texas LpX to ADply. This Sublease will be construed under Texas law, and all obligations of the parties are performable in Tarrant County,Texas. (b) Parties Sound. This Sublease will bind and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representative, successors, and assigns except as this Sublease otherwise specifies. (c) Legal Construction. If any one or more of the provisions of this Sublease is for any reason held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provision of this Sublease, which will be construed as if it had never included the invalid, illegal,or unenforceable provision. (d) Prior Agreements Superseded. This Sublease and the documents incorporated herein by reference,constitute the sole agreement of the parties and supersede any prior understandings or written or oral agreements between the parties respecting the subject matter. (e) Altorney's Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret this Sublease, the prevailing party is entitled to recover reasonable attorney's fees from the other. The fees may be set by the court in the trial of the action or may be, enforced in a separate action for that purpose,and the fees will be in addition to any other relief that may be awarded. (1) Counterparts. One Agreement. This Sublease and all other copies of it, as they relate to the rights, duties, and remedies of the parties, will be considered one agreement. This Sublease may be executed concurrently in one or more counterparts,each of which will be considered an original, but all of which together will constitute one instrument. (g) Notice. Unless this Sublease provides otherwise, any notice, tender, or delivery to be given by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and will be considered received when actually delivered in the case of personal delivery, and three days following the postmark of the U.S. Postal Service when deposited in the U.S.Mail, Notices shall be given to the parties at the following address: &to Sublessor: Spiny Westside Associates C/O Group Financial,Inc. 1215 Pomona head Suite D Corona,CA 92882. Page 12 or16 nANGAH SUBLEASE AND EXCLU$1VE OCCUPANCY AGREEMENT Me Subless Newstart Construction,Inc. 450 Alsbury Court Fort Worth,Texas 76028 (h) Time of Essence. Time is of the essence in this Sublease. (i) Inconsistent Terms. Notwithstanding anything to the contrary contained herein any inconsistency between the Restrictions and Limitations contained in the Master Lease and this Hangar Sublease and Exclusive Occupancy Agreement shall be interpreted in favor of the Master Lease. SUBLESSOR: SPINKS WESTSIDE ASSOCIATES,LLC, a Texas Limited Liability Company CIO Group Financial,Inc. 1215 Pomona Road Suite 1Y-C na,CA 92892 By: 13ryan Clendenen Its: nt SUBLESSEE: NEWSTART CONSTRUCTION,INC. a Texas Corporation 450 Alsbury Court,Fort Worth,TX 76028 By: _ hn L.Settle Its: President ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF TARRANT ) This instrument is acknowledged before me on the ZZ^b day of January,2009, by Bryan Clendenen,President of Spinks Westside Associates,LLC,on behalf of said entity. SEAL --- --.��w' � A LAW DE G ad�t Mr caMMIssioN FxP1s>s NaWy Public in altd for the,State of Texas Peat 13 of 16 HANGAR SUBLEASE An4 EXCLUSIVE OCCUPANCY AGREEMENT STATE OF TEXAS } } COUNTY OF TARRANT } This instrument is acknowledged before me on the A day of January,2009, by John L. Settle,President of Newstart Construction,Inc.,on behalf of said entity. SEAL y 51t i� Notary Public in f r the State of Texas Rawly w, SM10 of Wag % .1 -1: Page 14 of 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT EXHIBIT"B" AGREEMENT TERMINATING LEASE Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page 9 of I I t5 CZ MAG) AGREEMENT TERMINATING LEASE FORT WORTH SPINICS AIRPORT UNIMPROVED GROUND LEASE AGREEMENT LEASE SITE 6W This AGREEMENT TERMINATING LEASE ("Agreeoatenf) is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through FERNANDO COSTA, its duly authorized Assistant City Manager and Spinks West Side Associates, LLC, a Texas Limited Liability Company (Lessee), acting by and through DARRELL CLEN'DENEN, its duly authorized Managing Member. RECITALS The following introductory provisions are true and correct and form the basis of this Agreement: A. Lessor previously entered into a Ground Lease Agreement ("Lease") at Fort Worth Spinks Airport (the "Airport") known as City Secretary Contract No. 34065 on June 14, 2006 with Spinks Air Associates, LLC. All defined terms used in this Agreement that are not otherwise defined herein shall have the meaning as set forth in the Lease. B. Lessor and Lessee have decided to cancel and terminate the Lease and it is the intention of Lessor and Lessee to effect the cancellation of the Lease by this instrument. THEREFORE, in consideration of the covenants and agreements contained below, and of the release and surrender by Lessee of the Lease and all of its rights in it and all of its rights in and to Premises,of the release by Lessor of all Lessee's obligations under the Lease, and for other valuable consideration, the receipt and sufficiency of which are acknowledged here,the parties to this Lease agree as follows: AGREEMENT 1. TERMINATION OF THE LEASE. The Lease is hereby terminated effective as of January 31, 2017 ("Effective Date"). Lessor hereby agrees to pay Lessee in the amount of $419,380.00 for the termination of the Lease, which is intended to compensate Lessee for the leasehold interest. Lessee and Lessee's heirs and assigns hereby forever releases, quitclaims, and surrenders to Lessor the Lease and all rights of Lessee in and to the Premises and the Agreement Terminating tease Fort Worth Spinks Airport Unimproved Ground Lease Agreement—Spinks West Side Associates,LLC (ail sr--A X Ramp Space. Lessee and Lessee's heirs further RELEASE, ACQUIT, AND FOREVER DISCHARGE Lessor and Lessor's agents, servants,employees and all other persons from any and all claims, demands, or causes of action of any kind whatsoever against Lessor which Lessee may have now, known or unknown, existing, directly or indirectly attributable to the Lease or this Agreement. 2. TERMINATION OF SUBLEASES Lessee hereby agrees to cancel and terminate all existing subleases listed on the attached Exhibit "A" no later than the Effective Date and to fulfill any requirements of such termination, including the return of any deposits. Lessee certifies that all requirements of the subleases listed on Exhibit "A" have been fulfilled and that neither Lessee nor any subtenants are in default of the subleases. Lessor agrees to negotiate the execution of month-to-month leases in good faith with current subtenants. 3. SURRENDER OF PREMISES. Within 30 days following the Effective Date, the Premises shall be vacated of all trade fixtures, tools, machinery, equipment, materials and supplies, furniture, and personal property ("Tenant Property"). By entering into this Agreement, Lessee hereby agrees that any Tenant Property remaining after this 30 day period shall become property of the Lessor,and this Agreement constitutes a bill of sale for same to Landlord. 4. NOTICES TO LESSEE AFTER EFFECTIVE DATE. All notices to Lessee after the Effective Date shall be addressed as follows: Darrell Clendenen 41606 Date Street, Suite 203A Murrieta, CA 92562 Agreement Terminating Lease Fort Worth Spinks Airport Unimproved Ground Lease Agreement—Spiinks West Side Associates,LLC Page 2 of 4 IN WITNESS WHEREOF, the parties hereto have.,.. a ecuted this Agreement Terminating Lease in multiples on this the day of 17 11,4,4 1' , 2017. CITY OF FORT WORTH: By: .ter.. �t ill Fernando Costa Assistant City Manager Date: _ !-Y STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Fernando Costa, known to me to be the person whose name is subscribed to this Agreement Terminating Lease, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN—UNDER MY HAND AND SEAL OF OFFICE this day 2017, El = INYA L JOHNSONublic,State of Texasl.Expires 3083 2818Notary u�b n andt[ir the Notary ID f 23��32-0 State of Texas APPROVED AS TO FORM ATTEST: AN GALITY: r By: By: Paige Mebane ary J. Kayser Assistant City Attorney City Secret al f � M&C: C-28022 Approval Date: December 6,2016 Form 1295: 2016-130429 Agreement Terminating Lease Fort Worth Spinks Airport Unimproved Ground Lease Agreement—5pinks West Side Associates,LLC oil VWWeG1L'�ZoV10 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 requirements. 6) uwe Title LESSEE: ATTEST: Spinks Air Associ LLC By: By: arrel lendexten, Managing Member 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 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 Spiny Air Associates, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 2017. See following notary certificate Notary Public in and for the State of Agreement Terminating Lease Fort Worth Spinks Airport Unimproved Ground Lease Agreement—Spinks West Side Associates,LLC Page 4 of 4 A notary public or other officer completing this certificate verifies only the identity of California Certificate the individual who signed the document to which this certificate is attached,and not of Acknowledgment the truthfulness,accuracy,or validity of that document. State of California ) County of I{L►V-el fi } On� ft t r�a _ --__before me,Joanne Cooper, Notary Public, personally appeared _ 'Do-r-r — who proved to me on the basis of satisfactory evidence to be the persorkK whose name; is/subscribed to the within instrument and acknowledged to me that he/sW/may executed the same in his/hjxAjm<r authorized capacity(1es),and that by his/Ior/t'lider'signaturejWon the instrument the personK or the entity upon behalf of which the personK`&cted, executed the instrument. )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.92040227 Q NOTARYPOILIC-CALIFORNIAXF RIVERSIDECOLINTY Z - byC=1%is5iM Expses oC10kr i Signatur .env (seal) Optional Information4 Description Of Attached Document The pre ing Certificate of Acknowledgment is attached to a document titled/for the purpose of Y containing- _ pages and dated The slgner(s)capacity or authority is/are as: © individual ❑ Attorney-In-Fact ❑ Corporate Officer(s) We(s) 0 Guardian/Conservator a Partner—Unilted/General ri Trustee(s) /�' �,,,� other: a� �AJ a Representing: 1 Q i✓ld e Nanie(s)of Person(s)or Entity(iesl Signer Is Representing EXHIBIT"C" MASTER LEASE AGREEMENT Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page 10 of I I o� c�TYCRE Tv CONTRACT NO. FORT'FORTH Sl?)lam AlR1E'ORT UNIMPR4 VEL)CII lU LEASE AGREEMEN`1C AND-ASSOC EU MA1 DATOR'V 11APPOVEMENT; This UMh01k0V)KD GROUND LEASE AGREEMENT ("Kassel') is made and entered into by and between the CITE' OF r'URT WORTH("Lessor"), a home mile municipal corporation organized under the laws of the State of Texas and acting by and tkou,gh Marc Ott, its duly authorized AssistantCity Manager, and Spinks West Side Asst?ciates, .-r.(i'Lessee"), acting by and through Drell Clendenen,its drily authorized President. in considemdon of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPF.RT'Y LEASEll. Lessor hereby demises to Imsce four (4) pmels of unimproved ground space at Fort Worth SPINKS'Airport("Aireporr-t")in Fort Worth, Tarrant County, 'Texas, identified as 13601; 13655; 13701;and 13745 Ming Way,Fort Worth'texas (hereinafter individually referred to as a "Parcel" and collectivoly referred to as the "Premises"), as shown in Exhibit"A",attached hereto and hereby made a part of this Lease for all purposes. 2. TERM Qf L + . 4. 2a. lleutial Term. The Initial Term of this Lease shall cominence on the date of its execution ("Effeetive Date") and expire at 11:59 p.m. on Decembers 31, 2036, unless terminated earlier as provided herein. 2.2 ReBi��►als. Tr Lessee performs and abides by all provisions and conditions of this Lease, upon expirations of the Initial Term of this.Lease,Lessee shall have two (2)consecutive options to renew this Lease for two (2) additional successive terms of Five (5) years each (cacti a "Renewsil Term") at a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time Lessee shall notify Lessor in writing or its intent to exercise a respective option not less than ninety(90) nor more than one hundred eighty(180) clays prior to the expiration of the term then in effect. If Lessee does not exercise its option for a first It6ewul Term within the time frame provided herein, Lessee shall autornatieally and simultaneously forfeit its second option to lease the Premises for a second Renewal Terris, and Lessee shall no longer have any rights or interest in the Premises fol lowing the expiration of the initial'Perin. OFFICIAL OEM@ 10-02-06 08:51 RCVD CITY SCREW 2.3. Holdover. If Less" holds over afters the expiration of the Initial Term or any Renewal Term, this action will create a month-lo4month tenancy. to this event,for and during the holdover period,Lessee agrees to pay all applieabler wntals,fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 3. REFIT. 3.1. Lkatr.s and Adis t egats. Lessee shall construct the Mandatory Improvements defined in Section 4.1 on the Parcels Ye to tTed to and described in Exhibit S in at least three (3) phases (the coustmetion of the MRvdatory Improvements on any individual .Parcel within the Premises shall hereinafter be referred to as a"Phase"). Lesses shall commence the payment of rent, in accordance with this Section 3, on the date that a certificate of occupancy is issued for the Mandatory Improvements constructed in, each Phase ClOecupancy Date"). ' From the Occupancy Date until (elate) September 30,ofthe year in which each Phase is completed,Lcssee shrill pay lAssor rent in the amount of$0.1 g per square foot on an annual basis,for each ground floor square foot in each of the completed Phases. The rent shall be paid in monthly installmeni.s equal to 1/126, of the annual rent. On October 1, 2008, and on October 1 st of each yeartherea:(ter during both the Initial Term and any Renewal Terra, Lessee's rental rate fbr the Mandatory Improvements on any Parcel completed as of that date shall be sul jcet to increase by Lessor to reflect the upward percentage change, if any, in theConsumer Price lndcx for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Tabor or successor agency (i), for the first increase, since the Effective Date of this Lease and (H) for each subsequent increase, sinco the effective duce of the last increase; provided, however,that Lessee's rental rates shall not(i)be increased in any given year by more than five percent (0S°fo) over the rental crate paid by Lessee during the immediately preceding twelve (12) months or (ii)axcecd the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. if the Occupancy Date of the Mandatory improvements on a Parcel occurs on or after October 1, 2007, Lossoe's initial payment of rent shall be calculated in the same matmer as it would have if the'Occupancy Date and Lessee's initial payment of'rent had occurred prior to October 1,2007. 3.2. Pa meat Dates and Late F cu. Monthly rent payments are due our or before the first (1 st) day of ' aeh month. Payments must be r°cccived during normal working hours by the due date at th location for Lessor's Revenue Of Ice set forth in Section 15. Rent shall be considered past ue if'Lessor 2 has not received full payment after the tenth(10th) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdose rent that Lessee may accrue. 3.3 F'lyftyearAdiustments. In addition to the rents:!rate adjustmento sat forth in�Seution 4.3 of this Lease, on October 1, 2012, and every five(5)years thereafter,the various rental rates payabic by Lessee pursuant to Sections 4.1 and 4.2 shall automatically be adjusted io equal the then-current rates for the same types of property as prescribed by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 4. CONSTRZJ Q T I MP R OV'E1VIENTS. 4.1. Man 'alga TmmMMMents. As additional semrity for this lease TAssee covenants and agrees that it shall construct the improvements on the Parcels which constitute the Premises owned by the City of Fort Worth in a minimum of three Phases in accordance with the time iirames, milestones,speoitications and other conditions of Exhibit "B",attached hereto and made a part of this Agreement for all purposes. The Improvements approved for each Parcel shall be relerred to as "Mandatory Improvements". Lessee shall diligently commence construction of the Mandatory Improvements on at lea. one Parcel selected by Lessee within twelve (12) months following the Effective Date of this Lease and Imsee shall thereafter commence construction of the Mandatory lmprovements on at least one remaining unimproved Parcel within twelve (12) months following the issuance of the certificate of Occupancy for the Mandatory Improvements completed in the preceding' Phase until each of the Parcels constituting the Premises are developed pursuant to Exhibit R.. Lessee shall fully comply with all provisions of this Section 4 in the performance of any such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifoatio-os or conditions of Exhibit "B" in any way, a revised Is-yhibit"B"signed and dated by both Lessor and Ixssee shall be attached to and made apart of this Agreement And shall supersede the previous .exhibit "B". Upon completion of the Mandatory Improvements in each of the Phases, or earlier termination of this base, or any portion of this lease , and subject to Lessee's rights toreceive insurance proceeds under section 11.1,Lessor shall Wte full title to,and for all purposes be deemed the owner of, any Mandatory Improvements on the Promisees. 4.2. Discruflonary 1mpXovements. OFFICIAL RECORD In addition to the Mandatory Improvemonts, Lessee may, at its sole discretion, perform modifications, renovation, improvements or other construction work on the Premises. Any modifications,renovations,improvements or other construction work on the Premises th$t do not constitute the Mandatory Improvements shall be referrcd to hereafter as "Diseretionmy Improvements". Lessee may not initiate any Discretionary Improvement osi or to the Premises-unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval fiom the Director of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees that it shall filly comply with all provision of this Section 4 in the performance of any such Disc mdan€rry Improvements.' Upon completion of any such Discretionary Improvements or earlier terming idn of this 1.ease, Lessor shall take full title to any Discretionmy Improvements on the Promises. 4.3. Yrocess for Approval of Plans. Lessee's plans for construction and improvements shall c:onfbnn to they Airport's mrchiteettual standards and must also receive written approval from the City s.Depat�tmo nts of Development, Engineering and Transportation and Public Works. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plants are presented for review. 4A. L)p0ments. Lessee shall supply the Director with comprehensive sots of'documentation relative to the Mandatory Improvements and any Discictiozimy Improvements, including, at a minimum, as-built drawings of ewh project. As-built drawings shrill be new drawings or redline changes to drawings previously provid@d to the Director. Lessoo shall supply the textual documentation in computer format as requested by Lessor. • 4S. Bonds Rggy re _qfJdgm. Prior to the commencement of the Mandatory Improvements or any Discretionary improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code,Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee(i)satisfactory compliance by .Lessee with all requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective modifications, renovations, consauction projects or improvements; and (ii) frll payments to all pm.ons, firms, corporations. or other entities with whom Lessee has a direct Tolationship for the performance of such modifications,innovations,construction projects or improvements. 4 In lieu of the required bond, Lessee.may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an.amount•equal to 125%ol'the full amount ai'eaeb construction contract or project. If Lessee makes a cash deposit,Lessee shall not be entitled to any interest camcd themon. Certificates of deposit shall be from a Cnancial institution in the Dallas-port Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The inWest earned on the certificate of deposit shall - be,the property of Lessee and Lessor shall have no rights in such interest. 11'1'.essee fails to complete the respectivc modifications, renovations,construction projects or improvements, or if claims arc filed by third parties on grounds reiathig to such modifications,renovations, construction projects or improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit. 4.6. Bonds Bequired of Le j4 v's Contractors. • Prior to the cominencoment of any modification, renovation, or Subsequent Improvements, Lessee's respective general contractor, if any, shall execute and deliver to Lessee surety pedorrmanc;e and payment bonds in accordance a with the Tcxas Government Code, Chapter 2253, as ainended, to cover the costs of all work performed under such contractor's contract for such rnodiiications, renovations, improvements or now construction. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such modifications, renovations, improvements or now construction. The bonds shall guarantee (i)-the faithful performance and completion of all construction work in accordance with the final plan and specifications as approved by the City and (U) full payment for all wages for labtn and services and of all bills for Materials, supplies and equipment used in the performance-of the construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees, If Lessee serves as its own contractor, Section 4.5 shall apply. 4.7. Releases b lJcssor:Y7 ort Corn lc on of Co�osts�ucEio Work. Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessofs certificate of deposit to pay subcontractors upon (i), where Lessce serves as its own contractor, verification that Lessee has completed the construction work for which payment is due or (ii), where Lessee uses a contractor, receipt of the contractor's Invoice and verification Lb at the contractor has completed its work and released Lessee to the extent of Lessees payment for such work, including bills paid, affidavits.and waivers of lions. OHM",i RECORD city SECRETARY Lessee hereby agrees to use the Premises for aviation-related purposes only And strictly in accordance with the terms and conditions of this Lease. Lessee shall have the Tight to sublease portions of the Premises, including individual hangars constructed pursuant to the Mandatory improvements, to various third parties ("Sublessees") under terms and conditions acceptable to and detarnined by Lessee, provided thin all such arrangements shall bo in writing and approved in' advance by Lessor. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that(i) do not conflict with Lessee's duties and obligations under this _ Lease; (H)incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation related purposes acceptable to Ussor; and (iv) treat users of the same or substantially sirnilaP Ncilities in a fair and non- discrirninatory manner. Lessee shall use a standard lease form for all Sublessees and shall submit a-copy of such standard lease form, including rental rates, to the Director or his designated representative prior to Lesseds execution of its first least and from time to time thereafter following any material changes to such lease form, including,without limitation, any changes to Lessee's rental rates for portions of the.Premises. Lcssee may make non- material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances. 6. g.EFORTS,ANTS ARID RECCI][iD V4 PING. Within thirty(30)days following the end of each calendar year,Lessee shall provide Lessor with a written annual report,in a form acceptable to the Director, that reflects Lessee' s rental rates for the Mandatory improvements and any Discretionary improvements on the Premises for the immediately preceding calendar year. Lessor may request,and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates for the Mandatory Improvements and any Discretionary frnprovoments on the Promises liar the period requested by Lessor. *11x se reports shall be delivered to Lessor's Department of Aviation at.the address provided in Section 15. In addition,Lessee shall keep and maintain books and records pertaining to Lcsseo's operations at the Airport and other obligations hereunder in a manner satisfactory to Lessor`;Internal Auditor and at a location within the City of Fort Worth. Upon Lessor's mquest and following reassepable advance notice,Lessee will make such books and records available, for review by Lessor during Lessee's normal business hours. Lessor,at Lessor's solo cost.and expense, shall have the might to audit such books and records in order to ensure compliance with the terms of this Tease and the' Sponsoes.A.ssumnecs made by Lessor to the Federal Aviation Administration, i 7. UTY'LiT1ES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utilities services within the Premises and for all other related utilities 6 FFICIAL RECORD expenses.. Lessor covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utility main lines serving the Premisos. Lessee gees f that all utilities, air conditioning and heating equipment acid other electrically-operated equipment which may be used on trhe.Ne-mises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereatler be amended. $. MAINTENANCE AMID REPAMS. 8.1. Main*nance and Renairs by Lessee. Lessee agrees to keep and maintains the Promises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make.or starer My waste of the Promises. Lessee, at Lessee's sole cost and expense, will snake all repairs necessary to prevent the detedoration in condition or value of the Premises and any improvements thereon,including,but not limited to,doors,windows and roofs for such improvements,and all $txhrres, equipment, modifications and pavement on the Promises. Lessee shall be responsible for all damages catised by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cum all such damages at Lessee's sole cost and expense. ti Lossec agrees that all improvements, trade fixtures, 'frnnishings, equipment and other pers6nal property of every kind or description which may at any time be on the Promises shall be at Lessee sole risk or at the sole risky of those claiming under Lessee. Lessor shall not be liable for any damage to such Property or loss suffered by Lessee's business or business operations which may be, caused by the bursting, overflowing or Ieaking of sewer or steam pipes, from water from any source whatsoever, to ftom any heating fixtures,plumbing fixtures, electric wires,noise,gas or actors,or from causes of any other matter. 8.2. Coln»liiynceAlfh ADA. Lessee,at its sole cost fund expense,agrees to keep and maintain the Promises-in full compliance. at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). Ira addition, Lessw agrees that all improvements it makes at the Airport shall comply with all ADA rcquiremanL% 8..3. Insneetions. 8 3.i, Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Promises. Except in the event of an emergency, Lessor shall conduct snob inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2) hours' notice prior to any inspection. OFFICIAL RECORD 'ec�'� �4 SECRETARY5 . i�y�RTH, TEX. 8.3.2. If Lessor determines during an inspection of the Promises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such mainienance or repair work diligently within thirty (30) calendar days-following rbceipt of'such notice and to then complete such maintenance or repair work within a. 'reasonable time, cons4dering the nature of the work to be dose. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to -complete the maintenance or repairs within a reasonable time, lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event,Lessee will reimburse Lessor for the cost of the maintennanco or repairs,and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. Dtaring any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under-the terms of this Lease or pursuant to its governmental duties wider federal state or local laws,rules or regulations. 8.3.4. Lessee will permit the Cities Fire Marshal or his or h'er authorized agents to inspect the Premises and Lessee will comply with all requiroments of the Fire Marshal or his or her authorized agentct that are necessary to bring the promises into compliance with the City of Fort Forth Fire Code and Building Cade provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shalt maintain-in proper condition accessible ftrc extinguishers of a number and typo approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Enviironmotal Remediation. To the best of Lessor's knowledge, the Premises comply with ail applicable fidcral, state and local environmental regulations or standards. Lcssoo agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST.AND EXPENSE, AGREES 7'Ii'AT IT STALL BE .FULLY REESpoNSIBLE FOR TIME REMEDIATION OF ANY VIOLA.77ON OF ANY APPLIGAnm FEDERAL, STATE OR LOCAL ENVIROmmENTAL REGULATIONS OR STANAr4"S THAT IS CAUSED BY LESSEE, ITS OPPYCE~RS, AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS,SUBCONTRACTORS OR INYf EES 9. SIG Lessee may, at its solo expense and with the prior written approval of the Director, install and maintain signs on the Premises related to Lesseds business operations. Such OFFICIAL RECORD MY WHARY . T. ` -01101 TEX. signs, however, must be in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee shall maintain all sips in a safe, neat, sightly and physically good condition. >E0. &GHT5 AND IRU ;IiVAT IONSO� R. Lessor hereby retains the following rights and reservations: 10.1. Lesser reserves the right to: take any action it considers noeessmy to protect the aerial approwhes of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion or Lessor, would litnit the usefulness of the Airport, constitute a hazard to aircraft or dinunish the capability of existing or future avigational or navigational aids used at the Airport. 10.2. Lessor reserves the right to develop and improve the Airport as it sees fit,regardless of the desires or view of Lessee, and without interference or hindrance by"or on behalf of Lessee. Accordingly, nothing contained in this Lme shall be construed to obligate Lessor to relocate T.essee as a result or any such Airport developments or improvements. 10.3. This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor trnd the United States Government, which relates to the operation or maintenance of the Airport and is required as a condition Jbr the expanditure of federal funds for the development,maintenance or repair of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Promises ("Limit'adon") 1br a period o ]ess than seven (7) calendar days, this Lease shall oontinue in full force and effect, iribe Limitation lasts more than seven (7) calendar days, Lessee an&Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the offbct of the Limitation, and the Limitation lasts between seven (7) and one hundicd eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitationi has directly caused Lessee a material loss in revenue; (h) subject to ordinary wear and tear,. Lessor shall maintain and preserve the Premises and its irnproveanents in the same condition as they existed can the date such Limitation 3 commenced; and (di) the term of this Lease shall be extended, at Lessee's option, li)r a period equal to the duration of such Limitation. If the Limitation lasts more than One hundred eighty (180) days, then(i) Lessor and Lessee may, but shall not be required to, (a) furthor adjust the payment of'rent and other fees or charges, (b) renegotiate maintenance responsibilities and(c)extend the term of this Lease,or(ii)Lr,ssee may tctminate this Lease upon thirty(30)days'written notice to Lessor. OFFICIAL RECORD SRCREYARY 17Y. WORTH, M. l OA. During any war or national emergency,Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this.event, any provisions of this instrument which acre inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any Coss or damages - alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee From pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven(7) calendar days,this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, T.essee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payincnt of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and toar, Lessor shall'maintain and preserve the Premises and its irtiprovements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty(180) days,their (i)Lessor and Lessee may, but shall not be required to, ((r) further adjust the payment, of rent and other fees or charges, (h) renegotiate maintenance Yespunsibilitics and(c)extend the term of this Lease,or(ii)Lessee may terniinate this Lease upon thirty(30)days'written notice to Lessor. 1Q�S. Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its rhoilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Pcderal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsoes Assurances. 10.6. Lessee's rights hereunder shall be subject to all existing and fixture utility and drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, mpair or removal of lhcilities owned or operated by electric, gas: wator, sewer, corrmnunicallon or other utility companies. Lessee's rights shall udditionaCly be subject to all rights granted by uny ordinance or statute which allows utility companies to use publicly- owned property for the provision of utility services. 10.7 Lessor agrees Lessee shall havo the right of ing,resa and egress to and From the leased premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of ahport improvements,unless otherwise agreed to ill IQ { writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the occupancy and Use of airport premises as adopted from time to time by the City of Fort Worth and.by the Federal Aviation Administration or any other stute, federal or local authofity. kNCE 11J. TyDes-of Coyerraae and Limits. Lessee shall procure and maintain at all times, in full force and elTect, a policy or policies of insurance to louver lessee's risk of loss from lire and catastrophic events covered by standard "Extended Coverage endorsements as speoiftcd in this Section 11. The liability- policies described-in this paragraph 11.1 shall name the City of Dort Worth as an additional insured and covering all risks related to the leasing,use,occupancy,maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: e fro e Fire and Extended Coverage on all improvements at full replacement cost limit;and d Commewcial General Liability; $1,000,000 per occurrence, including products and completed operations;and io Autamobilc Littb' i $1,000,000 per accident, including, but not limited to,coverage on any automobile used in Lessee's operations on the Premises. In addition, Flessec shall be responsible for all insurance to construction, improvemenU4, modifications or renovations to the Premises and rdr personal property of its own or in its care,custody or control. 11.2. Adiustmeeats to Required CoYcraffe and L!mift Instwance requirements, including additional types of coverage and increased Iinnits on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's and any 5tiblessca operations at the Airport. Lessee will.accordingly comply with such now requirements within thirty(30)days following notice-to Imssee. 11.,. Cer¢ificatcs. , ll I I As a condition precedent to the effectiveness of this 'Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it hm obtained the types and amounts of insurance coverage reclined herein. Lessee hereby covenants and agrees that not less than thirty(30)days prior to the expiration of any insurance policy required hereunder,it shall provide Lessor with a new -or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request provide lessor with evidence that it has maintained such coverage in full force and effect. 11.4. Additional ftuiremenis. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of Insurance shall be endorsed to cover all of Lcsseds operations at the Airport and to provide that no material changes in coverage, including, but not lWtcd to, cancellation, termination, non- renewal or amendment, small be made without thirty (34) days' prior written notice to Lessor. 12. �, &PENDENT C.PNTIiACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor a-s-to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and ao€ivides on the Promises and shall be solely rospons�ible 1'or the acts and emissions of its officers, agents,-servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of'>respondeat superlor shalt not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall he construed as the creation of partnership or joint enterprise between Lessor and Lessee. 13. WDEMNIFiCNIJOW. LESSEE• BEREBY ASSUMES ALL LUMLITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJVAY OF ANY KIND, INCLUDING.1 ATH, TO ANYAND ALL PERSONS, OFAAT)MYD OR CHARACTER, WHETJWR REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTI.OI+I A7T1=1'ITS USE OF OR OPERATIONS ON TUC, AIRPORT UNDER THIS LEASE OR Mll' THE LEASING, MAINTENANCE, VSL',,OCCUPANCY, WSTENCE OR LOCATION OF THE PIW-POSES OR ANI'Ili PROVEMENTS THEREON, LWCEPT TOME EXTENT CAUSED BY THE CROSS NEGVGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, :ITS OFFICERS,AGENT'S,SEAVANT'S OR EMPLOYEES LESSEE COVENANTS AND AGREES TO,-AND DOES TIEREB11, INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, .ITS OFFICERS,AGENTS, SERVANTS AND EWLOYEES, FROM AND AGAINST ANY AND ALL C,I;41MS OR' LA WSUITS aaFppOR 12 CITY SECRUM 4 RTH I TM EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S'BUSINESS AND ANY RESULTING.LOST PROFITS)ANDIOR PERSONAL INJURY, INCLVDVVG DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, ffMTl E-R REAL OR AssERTED, ARISING OUT OF OR IN CONNECTION 94TH THE USE, LEASING,.MAINTENANCE, OCCUPANCY, MUST.ENCE OlR LOCA.I2'ON OF THE PREMISES OR ANY IMPWOFIEMENTS THEREON, .EXCEPT TO THE EXTENT CA USED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,ITS OFFICERS AGENTS„SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGTREES TO PAY LESSOR FOR ANY AND ALL INJVIUES OR DAMAGES TO AIRPORT PROPERTY, THE PltKAOSE'S'OR ANY 1W R0VEMENTS THEREON OWCH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF.LESSOR.ITS.OFFICERS,AGENTS,SERVANTS OR EMPLOYEES: LESSOR DOES NOT GUARANTEE POLICE PROTI±CTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY! LESSOR fS OBLIG.ATEV ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS.' LESSEE SHALL COMPLY WTHALL APPLMABLL•" AEGULATIONS OF THE FAA RELATING-TO AIRPORT SECUR TY LESSEE SHALL PAY ALL FINES IMPOSED BY "IE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PANTIES FROM THEIR OBTAINING ACCESS TO 2HEAIR OPERA77ONSAREA OF TREA11WORT FROM THE PREMISES 14. In addition to termination rights-contained elsewhere in this Lense,Lessor shall have the right to terminate this Lease or a portion thereof as follows: 14.1. Failure by LessLe to Pal bent Fegg or Other Cla r Tf Lessee fails to pay any rent, fies or other charges due under this Lease, Lessor shall delivery to Lessee a written. Invoice quid notica to pay the invoice within ten (10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall bave the right to terminate this Lease immediately. 13 14.2. Breach or 7Dei'a M. If Lessee commits any breach or defaults other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. T.,essee shall havo thirty (30) calendar days Ibllowing such written•notice to cure, adjust or correct the problom to the standard oxisting prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease,or the pmflon of this lease relating to said default immediately. 14.3. Abarrdonarrent or Now Use uf�e]��'er�iaes. Lcsseds abandonment or non-use ol`the Premises for any reason forr more than thirty (30) consecutive calendar days shall constitute grounds idr immediate termination of this Tease by Lessor as to that Phase,or portion of the Premises which Lessee has abandoned.. 14.4. Lessee's Winandat Obligations_tulmsor°upon Term inntlon,-Breach or-Nefourit. If Lessor terminates this Lease for nary non-payment ol'rent,fees or other charges or for any othor bleach or default as provided in Sections 14.414.2.or 14.3 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent dire Lessor for the remainder of the term then in effect as:well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises,by Lessor be construed as an election by Lessor to forfeit any of its rights under this Tx ase: 14.5 Lessee's lii'ailure to commence or complete y�mex?"it�i the time lirnita aatin ExIbibit B Should Lessee fail to commence or complete the Mandatory Improvements on any Parcel which is a part of the Premises and described in Exhibit B, within the timefFame agreed to For the construction of Mandatory improvements on the individual Parcelsr,Lessor may elect to notify Lessee that it is in default pursuant to Section 14.1 as to the incomplete Mandatory improvements on a Parcel which should have bean constructed. Should Lssee fail to cure said delault or undertake to cure said default within the time set forth herein, Lessor may terminate Lessee's rights as to that Parcel. Upon TAssee's failure to cure the default and commence construction of the Mandatmy improvements on the subject Pagel Lessees rights and privileges under this lease shall terminate as to that Parcel and Lessee shall deliver said Parcel to Lessor free of claims by the Lessee or any third person(s). 14.6. Rights of Lpsar Upon TcYmfnaft or Fxnirratliar�. Upoar termination or expiration of this lease or a portion thereof; title to all improvements on the Parcel, or the Premises which is the subject of the termination or 14 ORICIAL M� � CITY SECREARY R FORTH, TEX. expiration as the case may be, including the Mandatory Improvements thef con and any Discretionary Improvements, and all fixtures and other items attached tp any sttuct ue on a Parcel or the Promises,or the portion thereof subject to termination or expiration as the caso may be, shalt pass to Lessor. In addition,all rights,powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the the Parcel or the Premises as the case may be. Within twenty(20)days following the erfective date of tcenxinauon or expiration of the Lease or a part thereof, Lessee shall remove from the•Premises all trade fixtures, tools, machinery, equipment,materials and supplies placed on the Premises by Lessee pursuant tci this Lease. After such time,Lessor shall have the right to take hall possession of a Parcel or the Premises, or the portion thereof which is subject to termination, by force if necessary, and to remove any and all parries and properly rmaining on the Parcel or the Premises, or the portion thereof subject to termination. Lessee ag ms that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessorls-tmmination of this Lease or.a part of this Lease as the case may be, or any act incident to Lessor's assertion of its right to wrtninate or Lessor's exercise of any rights granted hereunder. I 15 i i is. NOTICES. Notices required pursuant-to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or representative,;, or (H) deposited in-the United States Mail, postage - -prepaid,addressed as follows: To]LESSOR: For Rent: For All Other Matters: City of"Fort Worth Aviation DepoAment Revenue Office Meacham hitepnadonal Airppowt 1000 Thirocicmorton Street 4201 North Main Street,Suite 200 Dort Worth,texas 76101-0976 Fort Worth,Texas 76106-2749 To LESSEE: Spinlcs West Side Associates,Inc. Darrell Clendenen 1 215 Pomona Rd. STF D Corona, CA 92882 16, ALSjQN�lLl�T ANp rTllvr, 16.1. In General. Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign,sell,convey,sublease or transfer the entirety of its rights,privileges,duties or interests granted by this Loase wi thout the advance written consent of Lessor. I6.2. undilriaus of Approved Asl AMMent4 and Subleases, If Lessor consents to any assignment or sublease, all terms, covenants and agrooments set forth in this Lease shall apply to the assignee or sublessee,and such assignee or sublessee shall be bound by the terms and conditions of this Lease the sanxe as if it had originally exeouled this Lease. '11m failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, [bes and charges. 17. LIENS BY LESSER. - Lessee acknowledges that it has no authority to engage in any act or to make any contract}which may create or be the foundation for Any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed,Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty(30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Tease upon thirty (30) days' written notice. However, Lessee's financial obligation-to Lesson to liquidate and discharge such lien shall continue in effect following termination of this Tease and until such a. time as the lien is discharged. 1 g. Txm AND A.SSFSsm NTS. Lessee agrees to pay any anid all facdoral, state or local taxes, or-assessments which may lawfWly be levied against Lessee due-to Lessees ownership of the Promises ar any improvements or property placed on the Premises by lessee as a result of its occupancy. 19. COMPLIANA_MT 11 LAWS ORn S ii`ULFS A 4 GVI ATIONS. 19.1 Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. " Lessee further agrees that it shall not permit its offkers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and TA%see immediately shall remove from tho Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itsel I' shall constitute an immediate breach of this Lease. 19.2 Lessee agrees to comply with•all federal, state and local laws; all ordinances, rules and regulations of Lessor, all rules and regulations established by the rArector; and all irks and regulations adopted by the City Comieil pertaining to the conduct required at airports owned and operated by the City,including the Minimurn Standards for Fixed 13ase Operators and Other Airport Tenants, a, public document dated June 16, 1092, on file in Lessor's City Secretary's Office and incorporated herein as part of tide Tease for all purposes, as such laws,ordinances,rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations,Lf:."ee shall immediately desist fivin and coot the violation. 17 { 20. NONmll SCRIMINATTO OOVENANT. 20.1' Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, awes as a covenant running with the land that no person shall be excluded rrom participation in or denied the benefits of Lessee's use of the Promises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial statics. Lessee further agrtees For itself, its personal representatives, successors in intorest and assigns that no person shall be-excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grotmds of race, color,national origin,religion,handicap,sex, somml orientation or familial statics. 20.2 Lessee agrees to furnish its accommodations and to price its f,Toods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the nepFirrtment of Transportation and with any amendments to this regulation which may hereafter be enacted. 20.3 If any claim ai ises from an alleged violation of this non-discrimination covenant by Lessee, its personal reprwentatives, successors in interest or assigns, Lessee agrees to indmmify Lessor and hold Lesson laumless. 21. S AN 'i'SA T,essee shall, at its sole expense, obtain and keep in etTect all licenses and permits necessary for the operation of its operad ons at the Airport. 22. COWRN1V ENTAL POMMi M it is understood and agreed that by execution of this Lease,Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. OFFICIAL RECORD 1!! �vppggWRl�rpi�,E���p�[c�@�n�p!2g}��q� 1 The failure of Lessor to insist uptin the performance of any teiRn or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. If any action, whether real or-asscrteal, at law or in equity, arises on the bassis of any provision of this Lease or of Lessee's operations on the Promises, venue for such action shall lie in state courts located in Tanunt County,Texas or the United'States District Court for the Northern District of Texas, Fort Worth Division. leis Lease shall be construed in accordance with the laws of the State of Texas. In'the event there should be a broach or default under any provision of this Lease and either party should retain attomoys or incur other expenses For the collection oil'rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that the prevailing party shall be entitled to recover reasonable attorneys'fees and other masonable expenses from the rather paa-ty. gas. SS E VERA 3.YLM&-Dff L81B1QATY_ Il'arty provision of this Txase shall bo held to be invalid,illegal or unenforceable, the validity, legality and enforceability of the remahting provisions shall not in any way be affected or unpaired. Lessee's obligation'to construct Mandatory Improvements on the Parcels which make up the Pmnises as set forth in Section 4.1 are to be satisfied in phases as described in Exhibit B and therefore this Lease and its provisions, as they xnay relate to Lessee's obligations hereunder, are divisible into Parcels and Phases,therefore ac breach or default by lessee as to any one or more Parcel and/or Phases shall not bo deemed a breach or default of the terms and conditions or this Lease by Lessee as to any Parcel and/or Phase which Lessee has succcssfally completed, or has undertaken to complete, and is otherwise in compliance with the Lease Agreement. 27. FORCE M A ET.IRE. Lessor and Lessec shall exercise every reasonable effort to meet their respQrtive obligations as set forth in this Tease, but shall not be meld liable for ariy delay in or omission of performance date to force majeOre or other causes beyond their reasonable control, including,but not limited to,compliance with any government law,ordinance or regulation, acts of Ood,acts of omission, fires,strikes,lockouts,national disasters,wars,mots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. i E9 i 28. HEADINGS NOT CONTROLLING. Headings-and titles used in this Lease are for reference purposes only and shall not be demned a part of ibis Lease. 29. EtaW_TX QF AGRE This written instfument, including any domments attached hereto or incorporated herein by reference, contains the entire u+nderstaudi ng and agreement between Lessor and Lessee, its assigns and successors in interest as to the matters contained herein. Any prior or contemporaneous oral or.writren agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. IN WffNESS WIIEREOF� the parties hereto have executed this Lease in multiples, this 14th day of June,2006 CITY F SNORT LESSEE NAWN: 'By:M_ 1 BY. Mai Ott Darrell Clendenen Assistant City Manager Spin'ks West Side Assaclatcs,�—_i, ATTEST: ATTEST: By: City Secret APPROVED AS T O FORM AND LEGALITY: r Nwita_ Falls ILI=or Assistant C A4 rncy FT. WORTH, TE . 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 Datrcll Clendenen, known to me to be the person whose-name is subscv ibed to the foregoing instrument, and acknowledged to me that the same was the act of Darrell Clendenen and that he executed the same as the act of Darrell Cl€ndencn, for the purposes and consideration thorein expressed and in the capacity therein stated. OFTEN UNDER MY HAND AND SEAL OF OFFICE thisCi day or-J 3006 CADWiMI)MGM _,• .; k37 COE1lA1681ZN117(PIR>w8 N wy Public in and for the State of Texas STATE OF TEXAS � COUNTY OF TARRANT § BEFORE ME, the undersigned authority,a Notary Public in and for tho Stale of Texas, on this day personally appcarad Marc On,known to me to be the person whose name is subscribed to the foregoing firth nant, and acknowled4ed to me that the same was the act of the City of Fort Worth and that he executed the same as the act of said City of Dort Worth for the purposes and consideration therein expressed and in the capacity therein stated. Af C5 C1-IVEN UNDER MY IIAN.D AND SEAL OF OFFICE this day of ,2A06 ' Notary Public in and for the State ol'Texas -S3a,dkS Narssrw TO:) MY, y, h HFTTIF LAkiF COMM'SSloN EXP(RES July 26,20()7 k EXHIBIT"D" HANGAR SUBLEASE ESTOPPEL,NON-DISTURBANCE,AND ASSIGNMENT AGREEMENT Consent to Assignment of CSC No.49525 By Tiger Aviation,LLC to Filtration Automation,Inc. Page I I of I I 01YSECRETARY SPINKS AIRPOR'T.FORT WORTH TEXAS COWRACT NO` H SUBLEASE ESTOPPEL NON-DISTURBANCE A.ND ASSIGNMENT r'l AGREEMENT S� his ESTOPPEL, NON-DISTURBANCE,AND ASSIGNMENT AGREEMENT (the �t6 $` regiment") is made and entered into by the CITY OF FORT WORTH, a Texas Home-Rule Municipal Corporation ("City'), SPINKS WESTSIDE ASSOCIATES, LLC, a Texas Limited Liability Company ('Lessee'), and TIGER AVIATION,LLC,a New Mexico Limited Liability Company, acting by and through FRANK SEIDLER("Current Sublessee"). RECITALS The following introductory provisions are true and correct and form the basis of this Agreement: A. On September 29, 2006, Lessee entered into an unimproved Ground Lease with Mandatory Improvements (hereinafter the "Ground Lease") with the City (CSC No. 34065). On June 2, 2008, the Ground Lease was amended (hereinafter "Amended Lease") (CSC No. 37154). The Ground Lease and the Amended Lease are hereinafter collectively referred to as the "Master Lease," attached hereto and incorporated herein as Exhibit "C." The real property, which is the subject of the Master Lease, consists of four(4) hangar sites identified as Lease sites W-3 through W-6 inclusive, located at Spinks Airport in the City of Fort Worth. B. On or about September 2008 Lessee completed construction of the aircraft storage hangar building on Lease Site W-6, known and referred to as 13745 Wing Way, Fort Worth, Texas, consisting of five (5) individual hangars within a multi-unit aircraft hangar building identified as hangar units A-E. C. On November 7, 2008, the City of Fort Worth Aviation Department approved, as to form only, that certain HANGAR SUBLEASE AND EXCLUSWE OCCUPANCY AGREEMENT as an approved instrument to memorialize the sale to third persons of a Leasehold Interest as a Sublessee in individual hangar units within the completed aircraft storage hangar buildings defined in the Master Agreement as"Mandatory Improvements." D. On January 22, 2009, Lessee and Sublessee entered into those certain Hangar Sublease and Exclusive Occupancy Agreements governing Hangars A and B, attached hereto as Exhibit "A-1" and Exhibit"A-2" (the"Hangar Leases"). E. Sublessee has assigned all rights under the Hangar Leases to Current Sublessee. F. 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 thk' Master t�easc. n ywQR'C'Ht TIC G. City and Lessee have agreed to terminate the Ground Least; pursuant to that certain termination Agreement attached as Exhibit"B"and incorporated herein. H. It is the desire of the Parties that Current 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: AGREED NT 1. ESTOPPEL Lessee and Current 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. Current Sublessee is the tenant under the Hangar Leases,attached hereto as Exhibit "A-l"and Exhibit"Am2" b. The attached Exhibit"A-I"'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 Current Sublessee exercises either or both 5 year renewal terms or the Hangar Leases are sooner terminated as provided in the Hangar Leases. e. Current 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. Current 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$0.00. 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:NIA] i. Except as specified in the Hangar Leases,Current Sublessee has no rights of first refusal in connection with the Leased Premises. j. To Current 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the_ day o �1�f 2017. CITY OF FORT WORTH: I"emAo Costa - Assistant City Manager Date: 8/177, 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 AL,4,t day IRIKINYA L JOHNSON ,I?.•' '�NoTary Public,State of Texas Comm. xpires 04-17-2018 Notary Public i [I for the Notpry tD 1238332.0 State of Texas APPROVED AS TO FORM ATTEST: -GALI V: r % By; t�ln. - By: 7 Paige bane Mary J. r Assistant City Attorney City Secretary M&C. 601 Approval Date.: /6 / 1295 Cert. No.: / oql r IL iCOR!/CWTAww" � 1*1 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administ 'an of'this contract, including ensuring all performance and reporting requirements. Ann M rie Stowe Title :y LESSEE: ATTEST: SPINS AIR CIA.T S, By By: Darrell Clendene , Managing Member Date: / I t9 7 STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of - - ---- --_, on this day personally appeared Darrell Clendenen, known me to be the person whose name is subscribed to this Agreement, and acknowledged t e that the same was the act of Spinks Air Associates,LLC,and that s/he executed the s e as the act of Spinks Air Associates, LLC, for the purposes and consideration therein ressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SE OF OFFICE this day 7. Notary Public in and for the State of SUBLESSEE: TIGER A I - C n r By: Jt Title: 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 Frank Seidler, 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 Tiger Aviation, LLC, and that s/he executed the same as the act of Tiger Aviation, LLC, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UDDER MY HAND AND SEAL OF OFFICE this day _ 2017. "'KYjA CATHY SAVAGt Notary Public,State of Texas Notary Public in and or the :s "r my Commission Expifes February 19, 2019 - State of CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT � A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California �l 1 County of Riverside f _ 1 OII � before me, Gen Cress ,Notary Public, (Isere insert name and title of the officer) E 'personally appeared rr-e � i who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to rile that he/she/they executed the same in his/her/their authorized capacity(ics),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of i which the person(s)acted, executed the instrument. l 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. _ GIN CRASS I Coat.9 2041594 rn ]:oThRY PUBLIC-CWFQ3N1A J _�' RIYEp$IUE Ca'.1t3TY � (Notary Seal) f1r Cosm.Exp.SEP,16,2041 3 Signature of u lie f I� i ADDITIONAL OPTIONAL INFORMATION { INSTRUCTIONS FOR COMPLETING THIS FORM !i iAny acknowledgment completed in California must contain verbiage exactly as DESCRIPTION OF THE ATTACHED DOCUMENT appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California.In such instances,any alternative (Title o scripfion of attached document) acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California .e. eertng the authorized capaci(v of the signer). 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If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). j e Securely attach this document to the signed document E C 2004-2015 ProLink Signing service,Inc.—AD Rights Reserved ww+v;l'hcProLinA.com—Nationwide Notary 8mvice City of Fort Worth, Texas Mayor and Council Communication DATE: 05/05/20 M&C FILE NUMBER: M&C 20-0306 LOG NAME: 55FWS CONSENTASSIGNMENT 13745HNGR A SUBJECT Authorize the Execution of a Consent to Assignment of a Hangar Sublease Estoppel, Non-Disturbance,and Assignment Agreement for Lease Site 13745 Wing Way, Hangar A by Tiger Aviation,LLC to Filtration Automation, Inc.at Fort Worth Spinks Airport(COUNCIL DISTRICT 6) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment of a Hangar Sublease Estoppel, Non-Disturbance, and Assignment Agreement for Lease Site 13745 Wing Way, Hangar A by Tiger Aviation, LLC to Filtration Automation, Inc.at Fort Worth Spinks Airport. DISCUSSION: On September 29,2006,Spinks Westside Associates, (Former Lessee),entered into an unimproved Ground Lease with Mandatory Improvements with the City of Fort Worth(Lessor)(City Secretary Contract(CSC)No.34065). On June 2,2008,the Ground Lease was amended (Amended Lease)(CSC No.37154). The Ground Lease and the Amended Lease are hereinafter collectively referred to as the Master Lease. The real property,which is the subject of the Master Lease,consists of four(4)hangar sites identified as Lease sites W-3 through W-6 inclusive, located at Fort Worth Spinks Airport in the City of Fort Worth. On or about September 2008,the Former Lessee completed construction of the aircraft storage hangar building on Lease Site W-6, known and referred to as 13745 Wing Way, Fort Worth,Texas,consisting of five(5)individual hangars within a multi-unit aircraft hangar building identified as hangar units A-E. On November 7,2008,the City of Fort Worth Aviation Department approved,as to form only,a certain Hangar Sublease and Exclusive Occupancy Agreement as an approved instrument to memorialize the sale to third persons of a Leasehold Interest as a Sublessee in individual box hangar units within the completed aircraft storage hangar buildings defined in the Master Agreement as Mandatory Improvements. On January 22,2009,the Former Lessee and Newstart Construction, Inc.(Newstart)entered into those certain Hangar Sublease and Exclusive Occupancy Agreements governing Box Hangars A and B. On September 5,2013, Newstart entered into a Hangar Sublease Sale and Assignment Agreement with Tiger Aviation, LLC(Assignor). The Assignor purchased the exclusive right to occupy and use of Box Hangar A. On April 5,2017, Newstart and the Assignor entered into a second Hangar Sublease Sale and Assignment Agreement,through which the Assignor purchased the exclusive right to occupy and use Box Hangar B. Mr Darrell Clendenen, manager of Spinks Westside Associates, LLC,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 Interest in some of his properties. Recognizing the good condition and value that the hangar facilities possessed,the Aviation Department had the Leasehold Interest appraised to determine the appropriate value. Based on the appraised value,the Aviation Department and Mr.Clendenen agreed to purchase some of Mr.Clendenen's remaining leasehold interests and the Aviation Department asked council for approval of a purchase price up to $4,400,000.00. On December 6,2016, City Council adopted Mayor and Council Communication(M&C)C-28022,authorizing the termination of the Master Lease. Upon termination of the Ground Lease Agreement CSC 34065,the Lessor(City)agreed to enter into a Hangar Sublease Estoppel, Non- Disturbance,and Assignment Agreement with the Assignor for Box Hangars A and B. On August 17,2017,the Lessor and Assignor entered into a Hangar Sublease Estoppel, Non-Disturbance,and Assignment Agreement(M&C)C- 28330 to continue the terms of the Box Hangar Leases for Box Hangars A and B.The Lessor assumed the rights and obligations of Lessee under the aforementioned Box Hangar Sub-Leases. On September 6,2019,City staff received a request from the Assignor to assign all Assignor's rights,title and interest in 13745 Wing Way, Box Hangar A(Leased Premises)only to Filtration Automation Services, LLC(Assignee);the Assignee wishes to accept such assignment,and the Lessor is willing to consent to such assignment,all on the terms and conditions set forth in the Consent agreement. Under the current agreement,the Assignor remits the amount of$727.68 annually, payable in monthly installments of$60.64. After assignment,the Assignee will remit the same amount and be subject to the provisions contained within the original lease agreement. Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation(s)and execution of the lease,funds will be deposited into the Municipal Airport Fund. The Aviation Department(and Financial Management Services)is responsible for the collection and deposit of funds due to the City. Submitted for City Manager's Office by. Fernando Costa 6122 Originating Business Unit Head: Bill Welstead 5402 Additional Information Contact: Rcardo Barcelo 5403