HomeMy WebLinkAboutContract 49525-CA2CSC No. 49525-CA2
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 "City"), a Texas home rule municipal corporation organized under the laws of the State
of Texas, acting by and through DANA BURGHDOFF, its duly authorized Assistant City
Manager; the FILTRATION AUTOMATION, INC., a Texas corporation ("Assignor"), acting
by and through GARY HADDOCK its duly authorized President; and MPFA HOLDINGS,
LLC, 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 ("SWA") 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 under CSC No. 37154
("Amended Lease"). 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 Spinks Airport in the City of Fort Worth.
B. On or about September 2008 SWA 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 Lease as "Mandatory Improvements."
D. On January 22, 2009, SWA and Newstart Construction, Inc.(Newstart) entered into two
separate Hangar Sublease and Exclusive Occupancy Agreements for Box Hangar A and B,
respectively (collectively the " Box Hangar Subleases").
Consent to Assignment of CSC No. 49525 OFFICIAL RECORD
By Filtration Automation, Inc. CITY SECRETARY
to FT. WORTH, TX
Page 1 of 7
E. On September 5, 2013, Newstart and Tiger Aviation, LLC entered into a Hangar Sublease Sale
and Assignment Agreement of the Box Hangar -A Sublease. On April 5, 2017, Newstart and
Tiger Aviation, LLC entered into a Hangar Sublease Sale and Assignment Agreement for the
Box Hangar-B Sublease.
F. Mr. Darrell Clendenen, Manager of SWA, subsequently approached the City expressing his
desire to terminate the Master Lease. Mr. Clendenen asked if the City would be interested in
purchasing the leasehold interests in the improvements under the Master Lease. Recognizing
the good condition and value that the hangar facilities possessed, 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.
G. 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.
H. Upon termination of the Master Lease, the City, SWA, and Tiger Aviation, LLC agreed to
enter into a Hangar Sublease Estoppel, Non -Disturbance, and Assignment Agreement
("Agreement") August 17, 2017 under CSC No. 49525 in which the City assumed the rights
and obligations of SWA as lessor under the terms and conditions for the Box Hangar Subleases
("now Box Hangar Leases") and incorporated each of the Box Hangar Leases into the
Agreement.
I. On May 5, 2020, after being approached by Tiger Aviation, LLC requesting to assign its
leasehold interest in Box Hangar A only, the City Council of the City of Fort Worth authorized,
through Mayor and Council Communication (M&C) 20-0306, execution of CSC 49525-CA1,
a Consent to Assignment allowing Tiger Aviation, LLC to assign all of its rights, title and
interest in the Box Hangar -A Lease for 13745 Wing Way ("Leased Premises") to Assignor.
J. Recently, on or about November 23, 2022, Assignor submitted a request to the City to assign
the Box Hangar -A Lease to Assignee.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, City, Assignor, and Assignee agree as follows:
1. City hereby consents to an assignment by Assignor to Assignee of all of Assignor's
remaining right, title and interest in the Leased Premises granted to Assignor by the Box Hangar -
A Lease (the "Assignment"), effective as of the date the Assignment is executed by Assignor and
Assignee and after the date in which all parties execute this Consent ("Effective Date"). The
Consent to Assignment of CSC No. 49525
By Filtration Automation, Inc.
to
Page 2 of 7
Assignment, is a public document that will be on file in City's City Secretary's Office and Aviation
Department and is incorporated herein by reference for all purposes.
2. City 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 Assignor by the Lease. In the event of
any conflict between the Agreement and the Assignment, the Agreement shall control. In the event
of any conflict between this Consent and the Assignment, this Consent shall control.
3. City consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to City, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Assignor set forth in
the Lease. City acknowledges Assignor has no duties and obligations under the Leases after the
Effective Date and, except as set forth herein, Assignor 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. Assignor understands and agrees that Assignor will be liable to City for (i) any duty or
obligation of Assignor that Assignor 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 Assignor, its officers, agents, servants, employees or subcontractors prior to
the Effective Date.
5. Assignee understands and agrees that Assignee will be liable to City for (i) any duty or
obligation of Assignor that Assignor 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.
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 Filtration Automation, Inc.
to
Page 3 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this
the 19th day of May , 2023.
CITY OF FORT WORTH:
DOM mYaGd6#
By: Dana Burghdoff (May 18, 202115-50 CDT)
Dana Burghdoff
Assistant City Manager R� _
Date: May 18, 2023
M&C: 23-0356
M&C Approved: 5/9/2023
Form 1295:2022-542788
STATE OF TEXAS §
COUNTY OF TARRANT §
APPROVED AS TO FORM AND LEGALITY:
Thomas Royce Hansen
Assistant City Attorney
p o-FaRT�d
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ATTEST:
a°°° ddQ� SQ'
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By.
Jannette S. Goodall
City Secretary
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Dana Burghdoff, 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.
V DER MY HAND AND SEAL OF OFFICE this day
)2023.
"'�.,, LINDSEY DENISE CROC R
�,
-Notary Public, State of T as ,
Comm. Expires 02-07-2 -N- otary Public in and fc r the State of Texas
Notary ID 133573854 /
- ! V
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 49525
By Filtration Automation, Inc.
to
Pnge 4 of 7
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this contract, including ensuring all performance and reporting requirements.
8w6c.� C�eec:!uniL
Barbara Goodwin
Real Property Manager
Title
ASSIGNOR:
FILTR TION UTOMATION, INC.
B
,a ock
President
Date: May 16, 2023
STATE OF TEXAS
COUNTY OF
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 �� V-t— day
2023.
ASSIGNEE:
MPFA HO DIN ' LLC.
ck
President / y�
Date:.`)
STATE OF TEXAS
COUNTY OF
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 ofMPFA HOLDINGS,
LLC and that s/he executed the same as the act of MPFA HOLDINGS, LLC for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN,//DER MY HAND AND SEAL OF OFFICE this ,%�p day
!/y l �li� 12023.
TERRY ROBARDS
u
sir B�; Notary Public, State of Texas
Comm.Expiros09-14-2025
Notary ID19065"
Consent to Assignment of CSC No. 49525
By Filtration Automation, Inc.
to
Page 6 of 7
ao�Publ in and for the State of Texas
M&C Review
Page 1 of 2
Official site of the City of Fort Worth, Texas
A CITY COUNCIL AGEND FORTWORTH
Create New From This M&C
REFERENCE **M&C 23- 55FWS CONSENTASSIGNMENT,
DATE: 5/9/2023 NO.: 0356 LOG NAME: 13745, HGR A, FILTRATION TO
MPFA
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 6 / Future CD 8) Authorize 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 Filtration Automation, Inc. to MPFA Holdings, LLC at Fort Worth
Spinks Airport
RECOMMENDATION:
It is recommended that the City Council authorize 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 Filtration Automation, Inc. to MPFA Holdings, LLC at Fort Worth Spinks Airport.
111&*411111 <1IQkiF
On May 5, 2020, City Council authorized, through Mayor and Council Communication (M&C) 20-0306,
execution of CSC 49525-CA1, a Consent to Assignment allowing Tiger Aviation, LLC (Previous
Lessee) to assign all of its rights, title and interest in CSC 49525, a Hangar Sublease, Estoppel, Non -
Disturbance, and Assignment Agreement (Lease) for 13745 Wing Way, Box Hangar A, Fort Worth
Spinks Airport (Leased Premises) to Filtration Automation, Inc. (Filtration Automation).
On or about November 23, 2022, Filtration Automation submitted a request to the City to assign its
leasehold interest in Leased Premises from Filtration Automation to MPFA Holdings, LLC (MPFA) for
the purpose of corporate restructuring.
Upon City Council approval, MPFA will assume the leasehold interest and obligations associated with
the Lease. The Lease consists of a 3,780 square feet box hangar. The lease expires on December
31, 2036 with two (2) options to renew for an additional five (5) year term each.
Annual revenue from the lease is $1,171.80 payable in monthly installments of $97.65. Rental rates
shall be subject to an increase on October 1 st of any given year, based on the upward percentage
change in the Consumer Price Index for the Dallas -Fort Worth Metropolitan area. At no time will the
adjusted rate exceed the then current rate published in the Aviation Department's Schedule of Rates
and Charges. Five-year rate adjustments are applied to the ground rate with the next scheduled
adjustment on October 1, 2027 and every fifth year thereafter.
The Lease prohibits any assignment of the Lease or causing any lien to be made on improvements
constructed on the leased premises without City Council approval. These types of transactions are
routine for airport tenants and staff has no objection to this request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6/FUTURE COUNCIL DISTRICT 8
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation 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.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30983&councildate=5/9/2O23 5/15/2023
M&C Review
Page 2 of 2
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office by
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295.pdf (CFW Internal)
Location Map 13745, A.Ddf (Public)
Dana Burghdoff (8018)
Roger Venables (5402)
Ricardo Barcelo (5403)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30983&councildate=5/9/2O23 5/15/2023
EXHIBIT "A"
ASSIGNMENT AND ASSUMPTION AGREEMENT
Consent to Assignment of CSC No. 49525
By Filtration Automation, Inc.
Page 7 of 7
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made
effective this 1st day of November, 2022, ("Effective Date"), by and between Filtration
Automation, Inc, a Texas limited liability company ("Assignor"), and MFPA, LLC, a
Texas limited liability company ("Assignee"), sometimes together referred to as the
"Parties."
WITNESSETH:
WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease
Site No. Airport Hangar 13745 Wingway Dr Hangar A Fort Worth Spinks Airport, more
commonly known as City Secretary Contract No. CSC-49525, attached hereto as
Exhibit "A" and incorporated herein by reference, by and between Assignor and the City
of Fort Worth, having an effective date of 11-4-2022 (the "Lease Agreement"), Assignor
is currently the lessee of approximately 3,600 square feet of unimproved ground space
at Fort Worth Spinks Airport in Fort Worth, Tarrant County, Texas, known as Lease Site
No. Hangar A (the "Premises"), being more particularly described in Exhibit "A";
WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and
Assignee desires to assume the Lease Agreement in compliance with and pursuant to
the terms of Sections 16.1 and 16.2 of the Lease Agreement;
WHEREAS, the City of Fort Worth is willing to approve this Assignment on the
conditions that all terms and conditions of the Lease Agreement and all related
documents remain in full force and effect and that Assignee is bound by the terms and
conditions of the Lease Agreement as if it had executed the Lease Agreement as an
original lessee.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Assignor does hereby assign, sell, transfer, and convey to Assignee, all of
Assignor's right, title and interest in and to the Lease Agreement, in the leasehold
created thereby, and any and all improvements located on the Premises, to have
and to hold from the Effective Date hereof until the end of the term of the Lease
Agreement, as such term may be extended pursuant to the terms of the Lease
Agreement.
2. Assignee hereby accepts such assignment and transfer and agrees to assume
and to perform and discharge all obligations, liabilities, duties and covenants of
Assignor under the Lease Agreement as of the Effective Date hereof, including,
but not limited to, the payment of rent, payment of utilities, procurement of
insurance, obligations to indemnify, compliance with any applicable laws and
ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3
I:\02747\0015\14U3704. DOCX
regulations and performance of upkeep, maintenance and repairs of the
Premises, where required by the Lease Agreement, which may arise on or after
the Effective Date hereof and relate to the period on or after the Effective Date
hereof, to the same extent as if Assignee had originally executed the Lease
Agreement and was named as the "Lessee" therein.
3. Assignee hereby indemnifies and holds Assignor harmless from and against any
and all claims, expenses, costs, obligations or other liabilities with respect to the
Lease Agreement arising or incurred on and after the Effective Date hereof with
respect to events occurring on and after the Effective Date.
4. Assignor makes no representations or warranties of any kind or nature
whatsoever with respect to the Lease Agreement or the Premises, whether
express or implied, any and all such representations and warranties being
expressly disclaimed.
5. Assignor represents and warrants that there are no agreements, oral or written,
with respect to the use or occupancy of the Premises and the improvements
located thereon other than as contained in the Lease Agreement. Further,
Assignor represents that the Lease Agreement is in full force and effect, and is
not in default or subject to defense, offset, or counterclaim on the part of
Assignor.
6. This Assignment shall inure to the benefit of and be binding upon and
enforceable against Assignor and Assignee and their respective successors and
assigns.
7. This Assignment shall be deemed to be an agreement made under the laws of
the State of Texas, being where the Premises is located, and for all purposes
shall be governed by and construed in accordance with the laws of the State of
Texas.
8. This Assignment contains the entire understanding between the Parties with
respect to the assignment of the Lease Agreement as contained herein. This
Assignment may not be changed or modified orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change, or
modification is sought.
9. This Assignment (and the City of Fort Worth's Consent to this Assignment
attached hereto and made a part hereof) may be executed in one or more
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute but one and the same instrument.
To be effective the Effective Date provided hereinabove.
ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3
I:\02747\0015\14U3704. DOCX
ASSIGNOR:
Filtration Automation, Inc.
Dated: November 4, 2022.
ASSIGNEE:
MPFA HOLDINGS, LLC,
: BY
Dated: November 4, 2022.
ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3
I:\02747\0015\14U3704. DOCX
Exhibit "A"
Unimproved Ground Lease Agreement
Lease Site No. CSC-49525
Fort Worth Spinks Airport
S g 7p CITY SECRETARY' 1 G r
SPINKS AIRPORT, FORT WORTH TEXAS CONTRACT NO. Lt`_{ ,, `�l
'4�C�IV HA AR SUBLEASE ESTOPPEL. NON -DISTURBANCE, AND ASSIGNMENT
' i ] 8 � 7 i AGREEMENT
C� 0 fZ.
�� his ESTOPPEL, NON -DISTURBANCE, AND ASSIGNMENT AGREEMENT (the
greementl) 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 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 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 adonted Maynr and
Council Communication (M&C) C-28022, authorizing the termination of th-; master lease.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
G. City and Lessee have agreed to terminate the Ground Lease 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:
AGREEMENT
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- I" and Exhibit "A-2"
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: N/A]
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.
k. Current Sublessee has not, and is not preparing to, declare bankruptcy or begin
reorganization proceedings.
1. This Agreement inures to the benefit of City and is binding upon Current Sublessee
and Current Sublessee's legal representatives, successors and assigns.
2. NON -DISTURBANCE AND ASSIGNMENT OF INTEREST
City, Lessee, and Current Sublessee, agree as follows:
a. Lessee agrees to release and assign all of its interest in the Hangar Leases from the
Effective Date forward to City.
b. City hereby accepts and assumes all obligations and liabilities of Lessee under the
terms of the Hangar Leases and agrees to be bound by all the terms, provisions, and
covenants thereof.
c. Current Sublessee agrees and acknowledges that all privileges, rights, obligations,
and responsibilities (including, but not limited to the payment of rent) owed to Lessee
under the Hangar Leases shall be owed to City, beginning on the Effective Date of
this Agreement.
d. City and Current Sublessee agree to be bound by all terms and conditions contained
in the Hangar Leases as though City were Lessee.
e. Notices to City shall be given at the following address:
Aviation Department
201 American Concourse
Suite 330
Fort Worth, Texas 76106
f. All other provisions of the Hangar Leases shall remain in full force and effect.
g. The Effective Date of this Agreement shall be February 1, 2017.
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2017-212624
Tiger Aviation, LLC
Alto, NM United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/23/2017
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract
13745 Wing Way Hangar A and B
Non -Disturbance Agreement
Nature of interest
4
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
Seidler, Frank
5 Check only if there is NO Interested Party.
Alvarado, TX United States X
6 AFFIDAVIT I swear, or affirm, uperlury, t a tiie ew osure is true and correct.
CATHY SAVAGE
Notary Public, State of Texas J
My Commission Expires
February 19, 2019 Signature of autho?ized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the 0 day of
20_/ 1 , to certify which, witness my hand and seal of office.
Signature of o ring oath
Printed narMe of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us
Tide of officer administering oath
Version V1.0.883
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day of ,rim{ I"2017.
CITY OF FORT WORTH:
By z J"
Fernando Costa
Assistant City Manager
Date: 8/17/7
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to this Agreement, 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
17 , 2017.
1RIKINYA t JOHNSON
:Notary Public, State of Texas
a' 'F Comm. Expires 04-77-2018
Notary
APPROVED AS TO FORM
AP GALI Y':
By'!
Paige thane
Assistant City Attorney
M&C: e';tg'-np _
Approval Date: $ atrl" f 1 7
1295 Cert. No.: cQ6/7- 21 aC 24
Notary Public i d for the
State of Texas
ATTE,'
By:
Mal
City
OFFICIAL RECORD
CITY SECRUARY
FT. WORTH, TX
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administ n of this contract, including ensuring all performance and reporting requirements.
Anne-Aftwe
Title
LESSEE: ATTEST:
SPINKS AIR CIATES,
By:,," By:
Darrell Clendenet(�
Managing Member
Date: 6�7ACI
i
STATE OF
COUNTY OF
91
11
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 to a 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
OF OFFICE this
7.
Notary Public in and for the
State of
day
CALIFORNIA ALL—PURPOSE CERTIFICATE OF ACKNOWLEDGMENT
is 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
County of Riverside
On / ?-P/ % before me, Gen Cress Notary Public, (Here insert name and title of the officer)
personally appeared I ?A Yi -e' G G (P ilwto h eh ,
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 me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature of It tic
i
4GEN CRESS
'^ Comm. i 2041594
W NOT RYPUBLI COUNTORNIA
(Notary Seal) Alf COPY. EXP. SEP. 16. 2017 4
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title 11cription of attached document)
(Title or description of attached document continued)
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CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
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❑ Attorney -in -Fact
❑ Trustee(s)
❑ Other
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SUBLESSEE:
TIGER AVl il
7
By: ..�,C l
Name: / /^A .� �� O� 'G✓
Title: �� �� i �"✓l
Date: T — % 2 % 7
STATE OF
COUNTY OF j;*'NAog/ §
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 UNDER MY HAND AND SEAL OF OFFICE this Imo'" day
2017.
,` ��, Pq •ice CATHY SAVAGE
Notary Public, stare of Texas
Notary Public in and for the
My Commission Expires
February 19, 2019
State of
R.)(hibiJ- A --I
SPINKS AIRPORT, FORT WORTH, TEXAS
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 Lease") 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 multi -unit aircraft hangar
building identified as hangar units A-E; and
WHEREAS, On November 7th, 2008 the Citv of Fort Worth Aviation Department 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 3.780 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 AGREENIENT
2. TERM OF LEASE.
2.1 Initial Term.
The Initial Term of this Sublease shall commence on the date of execution by both parties
("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 term of this Sublease, including any extensions, shall not
go beyond the ultimate expiration date of the "Master Lease".
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 WRK
(b) In 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 Dollars and Thirty -Six
Cents ($680.36) annually, payable monthly at the rate of Fiftv-Six Dollars and Seventv 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.
5. ASSUMPTION AGREEMENT 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
Page 2 of 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
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 attomment 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 effect 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 terns 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 Rata 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 makes 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 or 16
IANGAR 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 l l 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 shall 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. Thereafter, the Sublessee shall pay Prorata Expenses each month in
advance;and
(A) 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 or 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
days notice to Seller. Any such audit shall be conducted at Sublessee's sole expense.
7. PAYMENT DATES AND LATE FEES.
Monthly Prorata Expenses are due on or before the first (Ist) 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.
8. MANAGEMENT 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 from 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. FURNITURE AND FIXTURES.
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. ASSIGNMENT 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 S or 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
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.
(e) 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 Sublessee
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. UTILITIES.
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 of/in 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;
(iii) 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
Pace 7 of 16
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.
(i) 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 8 of 16
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 remain 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 ALTERATIONS.
(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 snake 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 9 of 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 perform 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. INDEMNIFICATION.
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 DAMAGE 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 OF SUBLESSOR, ITS OFFICERS A GENTS, 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
SER VANTS, AGENTS, OR EMPLOYEES.
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.
Page 10 of 16
HANGARSUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
18. ENVIRONMENTAL REMEDIATION.
To the best of Sublessor's 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. Failure by Lessee to Pav Rent, Fees or Other Charges.
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 (15) 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 upon Termination, Breach or Default.
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. Rights of Sublessor Upon 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 11 of 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
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 kind against Sublessor, its agents, servants,
employees or representatives, that may stem from Sublessor's termination of this Sublease or any act
incident to Sublessor's assertion of its right to terminate or Sublessor's exercise of any rights granted
hereunder.
20. MISCELLANEOUS PROVISIONS.
(a) Texas Law to ADDIv. This Sublease will be construed under Texas law, and all obligations of
the parties are performable in Tarrant County, Texas.
(b) Parties Bound. 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) Attornev'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.
(f) 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:
If to Sublessor:
Spinks Westside Associates
C/O Group Financial, Inc.
1215 Pomona Road Suite D
Corona, CA 92882.
Page 12 of 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
If to Sublessee:
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 Compaily CIO Group Financial, Inc.
1215 Pomona Road Suite II 0 na, CA 92882
Bryan Clendenen
Its: President
SUBLESSEE:
NEWSTART CONSTRUCTION, INC.
a Texas Corporation
450 Alsbury Court, Fort Worth. TX 76028
BY^f
y' -
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
N `�•: A LAZALDE
� MY COMMISSION EXPIRES I Not Public in and
/ for the State of Texas
aqua! 28, 2009 �
Page 13 of 16
HANGAR SUBLLASE AND EXCLUSIVE OCCUPANCI' AGREEMENT
STATE OF TEXAS
COUNTY OF TARRANT
This instrument is acknowledged before me on the '; day of January, 2009, by John L.
Settle, President of Newstart Construction, Inc., on behalf of said entity.
SEAL
SNEILA
NOtary bk, Notary Public in an �rthe State of Texas
N_ Notary Iubl�,
$1010 of 1BXos
Page 14 of 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
EXHIBIT "A"
Unimproved Ground Lease between City of Fort Worth and Spinks Westside Associates, LLC
to be inserted here
Page 15 of 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
EXHIBIT "B"
Unit A, 3,780 square feet
SPINKS WESTSIDE ASSOCIATES
SPINKS AIRPORT
13745 WING WAY, FORT WORTH, TX
Ar
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Iry
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D ! 3a
C) IA
ry
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SOUR/ AIRPORI
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BOUNDARY ONE
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AIRPORT BOUNDARY "LM � s
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SPINKS HEST SIDE, M
UTILITY PLAN FOR
PBASF I — mm DDYG DAY
Palle 16 of 16
HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT
Exhibit B
ciTY sECRETA; �
CONTRACT Np ,�
AGREEMENT TERMINATING LEASE
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
LEASE SITE 6W
This AGREEMENT TERMINATING LEASE ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule
municipal corporation organized under the laws of the State of Texas, acting by and
through FERNANDO COSTA, its duly authorized Assistant City Manager and Spinks
West Side Associates, LLC, a Texas Limited Liability Company (Lessee), acting by and
through DARRELL CLENDENEN, its duly authorized Managing Member.
RECITALS
The following introductory provisions are true and correct and form the basis of
this Agreement:
A. Lessor previously entered into a Ground Lease Agreement ("Lease") at Fort
Worth Spinks Airport (the "Airport") known as City Secretary Contract No. 34065 on
June 14, 2006 with Spinks Air Associates, LLC. All defined terms used in this
Agreement that are not otherwise defined herein shall have the meaning as set forth in the
Lease.
B. Lessor and Lessee have decided to cancel and terminate the Lease and it is the
intention of Lessor and Lessee to effect the cancellation of the Lease by this instrument.
THEREFORE, in consideration of the covenants and agreements contained
below, and of the release and surrender by Lessee of the Lease and all of its rights in it
and all of its rights in and to Premises, of the release by Lessor of all Lessee's obligations
under the Lease, and for other valuable consideration, the receipt and sufficiency of
which are acknowledged here, the parties to this Lease agree as follows:
AGREEMENT
1. TERMINATION OF THE LEASE.
The Lease is hereby terminated effective as of January 31, 2017 ("Effective
Date"). Lessor hereby agrees to pay Lessee in the amount of $419,380.00 for the
termination of the Lease, which is intended to compensate Lessee for the leasehold
interest. Lessee and Lessee's heirs and assigns hereby forever releases, quitclaims, and
surrenders to Lessor the Lease and all rights of Lessee in and to the Premises and the
Agreement Terminating Lease
Fort Worth Spinks Airport OFFICIAL RECORD
Unimproved Ground Lease Agreement — Spinks West Side Associates, LLC CITY SE$RE'#'AW
FT. WORTH, TX
Ramp Space. Lessee and Lessee's heirs further RELEASE, ACQUIT, AND FOREVER
DISCHARGE Lessor and Lessor's agents, servants, employees and all other persons from
any and all claims, demands, or causes of action of any kind whatsoever against Lessor
which Lessee may have now, known or unknown, existing, directly or indirectly
attributable to the Lease or this Agreement.
2. TERMINATION OF SUBLEASES
Lessee hereby agrees to cancel and terminate all existing subleases listed on the
attached Exhibit "A" no later than the Effective Date and to fulfill any requirements of
such termination, including the return of any deposits. Lessee certifies that all
requirements of the subleases listed on Exhibit "A" have been fulfilled and that neither
Lessee nor any subtenants are in default of the subleases. Lessor agrees to negotiate the
execution of month -to -month leases in good faith with current subtenants.
3. SURRENDER OF PREMISES.
Within 30 days following the Effective Date, the Premises shall be vacated of all
trade fixtures, tools, machinery, equipment, materials and supplies, furniture, and
personal property ("Tenant Property"). By entering into this Agreement, Lessee hereby
agrees that any Tenant Property remaining after this 30 day period shall become property
of the Lessor, and this Agreement constitutes a bill of sale for same to Landlord.
4. NOTICES TO LESSEE AFTER EFFECTIVE DATE.
All notices to Lessee after the Effective Date shall be addressed as follows:
Darrell Clendenen
41606 Date Street, Suite 203A
Murrieta, CA 92562
Agreement Terminating Lease
Fort Worth Spinks Airport
Unimproved Ground Lease Agreement — Spinks West Side Associates, LLC Page 2 of 4
IN WITNESS WHEREOF, the parties hereto haves e ecuted this Agreement
Terminating Lease in multiples on this the -�— day of 11,4,0 I , 2017.
CITY OF FORT WORTH:
By: / EiZ2itR�s.� C�e��11
Fernando Costa
Assistant City Manager
Date:_��'i!,I'1
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.
TRIKINYA L JOHNSON
Notary Public. State of Texas
�'•! �.'�, Comm. Expires 04-17-2018
Notary ID 1238832-0
APPROVED AS TO FORM
AN GALITY:
By: h'a
)aigge ebane
Assistant City Attorney
M&C: C-28022
Approval Date: December 6, 2016
Form 1295: 2016-130429
Notary ulblic4n' and fd"r the
State of Texas
ATTEST:
By: 't zr7lc2�
ary J. Kayser
City Secretar
Agreement Terminating Lease
Fort Worth Spinks Airport
Unimproved Ground Lease Agreement — Spinks West Side Associates, LLC
OFFICF11URWORO
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting
require nts
Title
LESSEE: ATTEST:
Spin7�66
LLC
By:_ By:
,
Managing Member
Date: Z / '7
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Darrell Clendenen, known to me to be the
person whose name is subscribed to this Agreement Terminating Lease, and
acknowledged to me that the same was the act of Spinks Air Associates, LLC, and that
s/he executed the same as the act of Spinks Air Associates, LLC, for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
, 2017.
See following
notary certificate
Notary Public in and for the
State of
Agreement Terminating Lease
Fort Worth Spinks Airport
Unimproved Ground Lease Agreement — Spinks West Side Associates, LLC Page 4 of 4
A notary public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
�I
State of California )
�• County of R- vAe rsi A )
California Certificate
of Acknowledgment
On a i (4j(- �, � �' before me, Joanne Cooper, Notary Public,
personally appeared -Dn-rief l Cle.Y1Aie' / V)
-1
who proved to me on the basis of satisfactory evidence to be the person,( whose nameXis/subscribed to the
within instrument and acknowledged to me that he/�W/may executed the same in his/hartfkrr authorized
capacity( es), and that by his/� signatureXon the instrument the person,(; or the entity upon behalf of which
the personW�acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
Witness my hand and official seal.
_ �• JOANNE COOPER
2 COMM. #2040227 G)
i NOTARY PUBLIC •CALIFORNIA Z
RNERSIDE COUNTY
Signatur �V V y'V V urc��a�yner��oclaa�Yt2oV
(seal)
Optional Information
i
• Description Of Attached Document
The precqying Certificate of Acknowledgment is attached to a document titled/for the purpose
of G S t E
VVV containing
dated
The signer(s) capacity or authority is/are as:
Ll Individual
1_1 Attorney -In -Fact
U Corporate Officer(s)
title(s)
❑ Guardian/Conservator
a ❑ Partner — Umlted/General
❑ Trustee(s) /. �'I ,
0 10 Other: Q ° nL4 Re&tker
Representing: r v t J '<�U Cl[jP_
Name(s) of Person(s) or Entity(les Signer Is Representing
pages and
ahjli�- L
CITY SECi3ETARV
L��?
CONTRACT NO.
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
AND ASSOCIATED MANDATORY iWROVEMENTS
This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") 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 and acting by and through Marc Ott, its
duly authorized Assistant City Manager, and Spinks Nest Side Associates,.��("Lessee" ), acting
by and through Darrell Clendenen, its duly authorized President.
In consideration of the mutual covenant9, promises and obligations contained herein, the
parties agree as follows:
1.
2.
PROPERTY LEASED.
Lessor hereby demises to Lessee four (4) parcels of unimproved ground space at
Fort Worth SPINKS Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified
as 13 60 1; 13655; 13701; and 13745 Wing Way, Fort Worth'Tcxas (hereinafter individually
referred to as a "Parcel" and collectively referred to as the "Premises"), as shown in
Exhibit "A", attached hereto and hereby made a part of this Tease for all purposes.
TERM OF LEASE.
2.1. initial Tenn.
The Initial Temi of this Lease shall conuuence on the date of its execution
("Effective Date") and expire at 11:59 p.m. on December 31, 2036, unless terminated
earlier as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options to
renew this Tease for two (2) additional successive terms of five (5) years each (each a
"Renewal 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 of its intent to exercise a respective option not less than ninety (90)
nor more than one hundred eighty (180) days prior to the expiration of the term then in
effect. If Lessee does not exercise its option for a fast Renewal Term within the time frame
provided herein, Lessee shall automatically and simultaneously forfeit its second option to
lease the Premises for a second Renewal Term, and Lcssc., shall no longer have any rights
or interest in the Premises following the expiration of the Tnitial Term.
0F9(1-.Ull\L HCOM
10-02-06AOB:51 RCVD v07y RLRM
R. �Tv�0H9 B.
2.3. Holdover.
ff Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month -to -month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by
Lessors Schedule of Rates and Charges or similarly published schedule in effect at the time.
3. RENT.
3.1. Rates and Adiustments.
Lessee shall construct the Mandatory Improvements defined in Section 4.1 on
the Parcels referred to and described in Exhibit B in at least three (3) phases (the
construction of the Mandatory Improvements on any individual Parcel within the
Premises shall hereinafter be referred to as a "Phase").
Lessee 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 ("Occupancy Date"). from the Occupancy Date until (date)
September 30, of the year in which each Phase is completed, Lessee shall pay IJessor rent in
the amount of $0.18 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 installments equal to 1/120'
of the annual rent. On October 1, 2008, and on October 1 st of each year thereafter during
both the Initial Term and any Renewal Term, Lessees rental rate for the Mandatory
Improvements on any Parcel completed as of that date shall be subject to increase by Lessor
to reflect the upward percentage change, if any, in the Consumer Price Index 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 (ii) For each subsequent increase, since the effective date 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 (05%) over the rental rate paid by Lessee during the immediately preceding
twelve (12) months or (ii) exceed 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, Lessee's initial
payment of rent shall be calculated in the same manner as it would have if the'Occupancy
Date and Le"ee's initial payment ol'rent had occurred prior to October 1, 2007,
3.2. Pavment Dates and Late Fees.
Monthly rent payments are due on or before the first (1 st) day of Fach month.
Payments must be received during normal working hours by the due date at th location for
Lessor's Revenue Office set forth in Section 15. Rent shall be considered past;ue il'Lessor
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, i,essor will
assess a late penalty charge of ten percent (10%) per month on the entire balance of any
overdue rent that Lessee may accrue.
3.3 Five -'Year Adiustments.
In addition to the rental rate adjustments set forth in Section 4.3 of this Lease, on October 1,
2012, and every five (5) years thereafter, the various rental rates payable by Lessee pursuant
to Sections 4.1 and 4.2 shall automatically be adjusted to equal the then -current rates for the
same types of property as prescribed by Lessor's Schedule of Rates and Charges or sinvlarly
published schedule in effect at the time.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements.
As additional security for this lease Lessee 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 (Tames,
milestones, specifications and other conditions of Exhibit "B", attached hereto and made a
part of this Agreement for all purposes. The improvements approved for each Parcel shalt
be rel'erred to as "Mandatory Improvements". Lessee shall diligently commence
construction of the Mandatory Improvements on at least one Parcel selected by Lessee
within twelve (12) months following the Effective Date of this Lease and Lessee shall
thereafter commence construction of the Mandatory Iimprovements 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 perfonnancc of any
such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from
the terms, provisions, specifications or conditions of Exhibit 93" in any way, a revised
Exhibit "B" signed and dated by both Lessor and Lessee shall be attached to and made a part
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 Lease, or any
Portion of this lease , and subject to Lessee's rights to receive insurance proceeds under
section 11.1, Lessor shall take full title to, and for all purposes be deemed the owner of, any
Mandatory improvements on the Premises.
4.2. Discretionary Improvements.
In addition to the Mandatory Improvements, Lessee may, at its sole discretion,
perform modifications, renovations, improvements or other construction work on the
Premises. Any modifications, renovations, improvements or other construction work on the
Premises that do not constitute the Mandatory improvements shall be referred to hereafter
as "Discretionary Improvements". Lessee may not initiate any Discretionary
Improvement on 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 from the Director of Airport Systems or authorized representative
("Director"). Lessee covenants and agrees that it shall fimlly comply with all provisions of
this Section 4 in the performance of any such Discretionary Improvements. Upon
completion of any such Discretionary Improvements or earlier termination of this Lease,
Lessor shall take full title to any Discretionary Improvements on the Premises.
4.3. Process for Approval of Plans.
Lessee's plans for constrtction and improvements shall wnform to the Airport's
architectural standards and must also receive written approval from the City's Departments
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 plans are presented for review.
4.4. Documents.
Lessee shall supply the Director with comprehensive sets ofdocumentation relative
to the Mandatory Improvements and any Discretionary Improvements, including, at a
minimum, as -built drawings of each project. As -built drawings shall be new drawings or
redline changes to drawings previously provided to the Director. Lessee shall supply the
textual documentation in computer format as requested by Lessor.
4.5. Bonds Reauiired of Lessee.
Prior to the commencement of the Mandatory Improvements or any Discretionary
Improvements, Lessee slmall 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,
construction projects or improvements; and (h) full payments to all persons, firms,
corporations or other entities with whom Lessee has a direct relationship for the
performance of such modifications, renovations, construction projects or improvements.
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 o1' each
construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled
to any interest eamcd thereon. Certificates of deposit shall be from a financial institution in
the Dallas -Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance
Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall
be the property orlessee and Lessor shall have no rights in such interest. 11' ressee fails to
complete the respective modifications, renovations, construction projects or improvements,
or if claims are filed by third parties on grounds relating 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 Required of Lessee's Contractors.
Prior to the commencement of any modification, renovation, or subsequent
improvements, Tessee's respective general contractor, if any, shall execute and deliver to
Lessee surety performance and payment bonds in accordance with the 'Texas Government
Code, Chapter 2253, as amended, to cover the costs of all work performed under such
contractor's contract for such modifications, renovations, improvements or new
construction. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such modifications, renovations, improvements or new construction.
The bonds shall guarantee (i) the faithful performance and completion of all construction
work in accordance with the final plans and specifications as approved by the City and (h)
full payment for all wages for labor 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 by Lessor. Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit to pay subcontractors
upon (i), where Lessee serves as its own contractor, verification that Lessee has completed
the constriction work for which payment is due or (ii), where Lessee uses a contractor,
receipt ol'the contractor's invoice and verification that the contractor has completed its work
and released Lessee to the extent of Lessee's payment for such work, including bills paid,
affidavitsand waivers of liens.
5. USE OF PRE' MISES.
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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
right 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 determined by Lessee, provided that all such
arrangements shall be 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; (ii) 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
lessor; and (iv) treat users of the same or substantially similar lacilities in a fair and non-
discriminatory 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 Lessee's execution of its first lease 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. Lessee may make non-
material modifications to its standard lease to the extent that such are not contrary to
Lessor's Sponsor's Assurances.
6. REPOP S. AUDITS AND RECORDIEEPING.
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 lmprovements and any Discretionary Improvements on the
Premises lbr 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 Improvements on the Premises liar
the period requested by Lessor. These 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 Lessee's operations at the Airport and other obligations
hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location within the
City of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee
will make such books and records available for review by Lessor during Lessee's normal
business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the
Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTfL1T1ES.
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
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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 Premises. Lessee agrees
that all utilities, air conditioning and heating equipment and other electrically -operated
equipment which may be used on the Premises shall fully comply with Lessor's Mechanical,
Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be
amended.
S. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make.or suffer my waste
of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary
to prevent the deterioration 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 fixtures, equipment, modifications and pavement on the Premises. Lessee shall be
responsible for all damages caused by Lessee, its agents, servants, employees, contractors,
subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all
such damages at Lessee's sole cost and expense. h
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee' sole risk or at the sole risk 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
leaking of sewer or stein, pipes, from water from any source whatsoever, or from any
heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any
other matter.
8.2. Compliance with ADA.
Lessee, at its sole wst and expense, agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act 0' 1990, as amended
("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall
comply with all ADA requirements.
8.3. Inspections.
8 3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such 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.
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83.2. Tf Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. Tf 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 ol'the maintenance 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. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Tease or pursuant to its
governmental duties under lederal state or local laws, rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the biro
Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth lire Code and Building Code provisions
regarding fire safety, as such provisions exist or may hereafter be amended. Lessee
shall maintain in proper condition accessible fire extinguishers of a number acid type
approved by the biro Marshal or his or her authorized agents for the particular
hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee 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 THAT IT SHALL BE FULLY
RESPONSIBLE FOR THE REMEDIATION OF ANT VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS
OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES
9. STCNS .
Lessee may, at its sole expense and with the prior written approval of the Director,
install and maintain signs on the Promises related to Lessee's business operations. Such
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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 signs in a safe, neat, sightly and
physically good condition.
10. RIGHTS AND RE, SERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.l.
Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to, the right
to prevent Lessee from erecting or penr fitting to be erected any building or other structure
which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a
hazard to aircrali or diminish 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 lit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on behalf of
Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor
to relocate T,essee as a result of any such Airport developments or improvements.
10.3.
This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Clovernment, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal
funds for the development, maintenance or repair ol'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 Premises ("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, Lessee and i,essor 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 payment 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 tear, Lessor shall maintain and preserve the Premises and its
improvements 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, then (i) Lessor and Lessee may, but shall not be required to, (a)
further adjust the payment of* rent and other lees or charges, (h) renegotiate maintenance
responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease
upon thirty (30) days' written notice to Lessor.
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10.4.
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 are inconsistent with the provisions of the lease to
the Government shall be suspended. Lessor shall not be liable for any loss or damages
alleged by Lessee as a result of this action. Ilowever, nothing; in this Lease shall prevent
Lessee 1Tom 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, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. Tf 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
payment 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 tear, Lessor shall maintain and preserve the Premises and its
improvements 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, Ibr a
period equal to the duration of such Limitation. If the Limitation lasts more than one
hundred eighty (180) days, then (i) T..essor and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (h) renegotiate maintenance
resTonsibilitics and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease
upon thirty (30) days' written notice to Lessor.
10.5.
Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant to the
Sponsor's Assurances given by Lessor to the United States Government through the Federal
Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder
shall be subordinate to the Sponsor's Assurances.
10.6.
Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights -of -way granted by Lessor I'or the installation, maintenance,
inspection, repair or removal of lacilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Lessee's rights shall additionally be subject to all
Tights granted by any ordinance or statute which allows utility companies to use publicly -
owned property for the provision of utility services.
10.7
Lessor agrees Lessee shall have the right of ingress 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 airport improvements, unless otherwise agreed to in
10
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 state, federal or
local authority.
11. INSURANCE.
Tvnes of Coverage and Limits.
Lessee shall procure and maintain at all times, in full force and effect, 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 specified in this Section 11. The
liability policies described in this paragraph 11.1 shall name the City of Dort Worih 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:
C Proaerty:
Fire and -Extended Coverage on all improvements at full replacement cost limit; and
• Commercial General Liability:
$1,000,000 per occurrence,
including products and completed operations; and
• Automobile Liability:
$1,000,000 per accident, including, but not limited to, coverage on any automobile used
in Lessee's operations on the Premises.
In addition, i.essee shall be responsible for all insurance to construction, improvement,~,
modifications or renovations to the Premises and for personal property of its owm or in its
care, custody or control.
11.2, Adiustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to cover
Lessee's and any Stiblessees' operations at the Airport. Lessee will accordingly comply with
such now requirements within thirty (30) days following notice to Lessee.
11.3. Certificates.
11
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 has obtained the types and amounts of insurance coverage
required 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 certilivate of insurance. In addition, Lessee shall, at Lessor's request,
provide i,essor with evidence that it has maintained such coverage in lull force and effect.
11.4. Additional Reauirements.
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 Lessee's operations at the Airport and to provide that no
material changes in coverage, including, but not limited to, cancellation, termination, non -
renewal or amendment, shall be made without thirty (30) days' prior written notice to
Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as 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 activities on the Promises and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons,
licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall
not apply as between Lessor and Lessee, its officers, agents, employees, contractors and
subcontractors. Lessee further agrees that nothing herein shall be construed as the creation
ol'a partnership or joint enterprise between Lessor and i.essee.
13. INDEMNIFiCATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJVRY OF ANY KIND,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHA RA CTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS
USE OF OR OPERATIONS ON THE AIRPORT UNDER THIS LEASE OR 9I111 THE
LEASING, MAINTENANCE, VSE, OCCUPANCY, MSTENCE OR LOCATION OF THE
PREMISES OR ANYIMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED
BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGA77VST ANY AND ALL CLAIMS OR LAWSUITS FOR
J
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EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE 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 ANYIMPROVEMENTS THEREON, EXCEPT TO
TIIE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCOND UCT OF LESSOR, ITS OFFICERS AGENTS„ SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR
ANY IMPR 0 VEME NIS THEREON WHICH 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 OFLESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY LESSOR IS OBLIGATED ONLY TO PROVIDE
SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA
REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS
OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES
IMPOSED BY THE 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 PARTIES FROM THEIR OBTAINING
ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM 'TILE PREMISES
1.4. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have
the right to terminate this Lease or a portion thereof as follows:
14.1. Failure by Lessee to Pav Rent, Fees or Other Charges.
Tf Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor
shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10)
calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall
have the right to terminate this Lease immediately.
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14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or default.
Lessee shall have thirty (34) calendar days following such written notice to cure, adjust or
correct the problem to the standard existing 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 portion of this lease relating to said default immediately.
14.3. Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds 1br immediate termination of this
Lease by Lessor as to that Phase, or portion of the Premises which Lessee has abandoned..
14.4. Lessee's Financial Obligations to Lessor upon Termination. Breach or Default.
If Lessor terminates this Lease for any non-payment ofrent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease,
Lessee shall be liable for and shall pay to Lessor all rent due 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 rcletting of the Premises. by Lessor be construed as an
election by Lessor to forfeit any of its rights under this Lease.
14.5 Lessee's Failure to commence or complete Mandatory Improvements within
the time limitations in Exhibit 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 timeframe
agreed to for the construction of Mandatory Improvements on the individual Parcels, 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 been constructed. Should Lessee
fail to cure said default or undertake to cure said default within the time set forth herein,
Lessor may terminate Lessee's rights as to that Parcel. Upon Lessee's failure to cure the
default and commence construction of the Mandatory Improvements on the subject Parcel
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 Lessor Upon Termination or Expiration.
Upon 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
14z���i;! CV�
R 51i4 ORIA, VOL
expiration as the case may be, including the Mandatory improvements thereon and any
Discretionary Improvements, and all fixtures and other items attached to any structure on a
Parcel or the Premises, or the portion thereof subject to termination or expiration as the case
may be, shall 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 effective date of termination 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 to
this Lease. After such time, Lessor shall have the right to take full 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 parties and property remaining on the Parcel or the Premises, or
the portion thereof subject to termination, Lessee agrees that it will assert no claim of any
kind against Lessor, its agents, servants, employcos or representatives, which may stem
From Lessor's termination ol'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 terminate or Lessor's exercise of any rights
granted hereunder.
15
15. 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 parry, its agents,
employees, servants or representatives, or (ii) deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR:
For Rent:
City of Fort Worth
Revenue Office
1000 Throckmorton Street
Fort Worth, Texas 76101-0976
To LESSEE:
Spinks West Side Associates, Inc.
Darrell Clendenen
1215 Pomona Rd. STE D
Corona, CA 92882
16, ASSIGNMENT AND SUBLETTING.
16.1. In General.
For All Other Matters:
Aviation Department
Meacham International Airport
4201 North Main Street, Suite 200
Fort Worth, Texas 76106-2749
Lessee shrill have the right to sublease portions of the Premises as provided
by and hi 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 bytWs Lease withouttlie advance written consent of Lessor.
16.2. Conditions of Approved Assignments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements 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 same as if it had
originally executed this Lease. the failure or refusal of Lessor to approve a requested
assignment or sublease shall not relieve Lessee of its obligations hereunder, including
payment of rentals, lives and charges.
16 (roil, 0 DID
17. LIENS BY LESSEE.
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 terminato this Lease upon thirty (30) days' written notice.
However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall
continue in effect following termination of this Lease and until such a time as the lien is
discharged.
18. TAXES AND ASSESSMICNTS.
Lessee agrees to pay any and all federal, state or Iocal taxes, or assessments which
may lawfully be levied against Lessee due to Lessees ownership of the Promises or any
improvements or property placed on the Premises by T,essee as a result of its occupancy.
19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND I;' ' GULATIONS.
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 officers, agents, servants,
employees, contractors, subcontractors, patrons, licensees or invitees to engage in any
unlawful use of the Premises and Lessee immediately shall remove from the Premises any
person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itsel I'
shall constitute an immediato 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 Director; and all
rules and regulations adopted by the City Council pertaining to the conduct required at
airports owned and operated by the City, including the Minimwn Standards for Fixed Base
Operators and Other Airport Tenants, a public document dated Tune 16, 1992, on file in
Lessor's City Secretary's Office and incorporated herein as part of this Lease 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 otYicers, agents, employees, amtractors,
subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or
regulations, Lessee shall immediately desist from and correct the violation.
17
20. NON-DISCRIMINATION COVENANT.
20.1 Lessee, for itself, its personal representatives, successors hi interest and
assigns, as part of the consideration herein, agrees as a covenant running with the land that
no person shall be excluded from participation in or denied the benefits of Lessee's use of
the Premises on the basis of race, color, national origin, religion, handicap, sex, sexual
orientation or familial status. Lessee further agrees for itself, its personal representatives,
successors hi interest 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
grounds of race, color, national origin, religion, handicap, sex, sexual orientation or familial
status.
20.2 Lessee agrees to furnish its accommodations and to price its goods and
services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees
that it will at all times comply witTi 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 Department of TransTortation and with any amendments to this regulation
which may hereafter be enacted.
20.3 If any claim arises from an alleged violation of this non-discrimination
covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee
agrees to indenuufy Lessor and hold Lessor harmless.
21. LICENSES AND PERWFS.
Lessee shall, at its sole expense, obtain and keep in e5ect all licenses and permits
necessary for the operation of its operations at the Airport.
22. GOVIF;RNMENTAL POWERS.
It is understood and agreed that by execution o f this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
��C 116AI �EG0?D
The failure of Lessor to insist upon the performance of any term 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.
24. ' VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessees operations on the Premises, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in
accordance with the laws of the State of Texas.
25. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease
and either parry should retain attorneys 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 reasonable expenses from the other party.
26. SEVERABI[>L,ITY & DIVISIBILITY.
Il' any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired. Lessee's obligation to construct Mandatory Irnprovemcnts on the
Parcels which make up the Premises 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 may relate to
Lessee's obligations hereunder, are divisible into Parcels and Phases,therefore a breach or
default by Lessee as to any one or more Parcel and/or Phases shall not be deemed a breach
or default of the terms and conditions of this Lease by Lessee as to any Parcel and/or Phase
which Lessee has successfully completed, or has undertaken to complete, and is otherwise
in compliance with the Lease Agreement.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission
of performance due to force majcitre or other causes beyond their reasonable control,
including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material
or labor restrictions, transportation problems and/or any other cause beyond the reasonable
control ofLessor or Lessee.
19
28. FIEADINGS NOT CONTROLLING.
I-Ioadings and titles used in this Lease are for reference purposes only and shall not
be deemed a part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated
herein by reference, contains the entire understanding and agreement between Lessor and
Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written 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 WITNESS WHEREOF, the parties hereto have executed this Lease in multiples, this l4th
day of .tune, 2006
CITY F WORTI
By:
Marc Ott �
Assistant City Manager
ATTEST:
By:l � \ drix
City Secretai�
APPROVED AS TO FORM AND LEGALITY:
LESSEE NAMEBy-
Darrell Clendenen
Spinks West Side Associates,�G
ATTEST:
Iiy:
6ir>"ita Falls Hamer
Assistant Ci Attorney
(IB C r C?w s-
o�-�
MY MC-11MY
STATE OF TEXAS §
COUNTY OF TARR.ANT §
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 the foregoing instrument, and acknowledged to me that the same was the act of
Darrell Clcndenen and that he executed the same as the act of Darrell Clendenen, for the purposes
and consideration therein expressed and in the capacity therein stated.
GTVEN UNDER MY HAND AND SEAL OF OFFICE this 0 day of�e 2006
rV, -, - I.- . .... ..cu
04CADEN ANDR V GWK
MY COMMISSION EXPIRES
February 13, 2010 N dry 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 State of Texas, on
this day personally appeared Marc Ott, 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 said City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY IIAND AND SEAT., OF OFFICE this day of �, 2006
Notary Public -in—and forth State ol'Texas
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COMMISSION �� MY COMMISSION EXPIRES
.' �«` July �!6, 2007 ;