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Contract 49525-CA3
CSC No. 49525-CA3 CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 49525 HANGAR LEASE AGREEMENT FORT WORTH SPINKS AIRPORT LEASE SITE 13745 WING WAY, HANGAR B This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 49525, ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the State of Texas, acting by and through VALERIE WASHINGTON, its duly authorized Assistant City Manager; the TIGER AVIATION, LLC., a New Mexico Limited Liability Company ("Assignor"), acting by and through FRANK SEILDER, its duly authorized Agent; and ALWAHBAN REAL ESTATE LLC a Texas corporation ("Assignee"), acting by and through SANDRA MUNOZ its duly authorized Operations Director. 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 Tiger Aviation, LLC to Alwabban Real Estate LLC CITY SECRETARY Page 1 of 8 FT. WORTH, TX 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. 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, Box Hangar A only ("Leased Premises") to Filtration Automation LLC. I On May 19, 2023, after being approached by Filtration Automation, 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) 23-0356, execution of CSC 49525-CA2, a Consent to Assignment allowing Filtration Automation, LLC to assign all of its rights, title and interest in the Box Hangar -A Lease for 13745 Wing Way, Box Hangar A only ("Leased Premises") to MPFA Holdings, LLC. K. On August 19, 2024, Assignor submitted a request to the City to assign the Box Hangar B only to Assignee for the purpose of aircraft storage. Consent to Assignment of CSC No. 49525 By Tiger Aviation, LLC to Alwabban Real Estate LLC Page 2 of 8 AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows: 1. Lessor hereby consents to an assignment by Assignor to Assignee of all of Assignor's remaining right, title and interest in the Leased Premises and Leases granted to Assignor by the Leases (the "Assignment"), effective as of the date the Assignment is executed by Lessee and Assignee ("Effective Date"). The Assignment, , is a public document that will be on file in Lessor's City Secretary's Office and Aviation Department and is incorporated herein by reference for all purposes. 2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment and does not grant any remaining right, privilege or use to Assignee which is different from or more extensive than any right, privilege or use granted to Lessee by the Leases. In the event of any conflict between the Leases and the Assignment, the Leases shall control. In the event of any conflict between this Consent and the Assignment, this Consent shall control. 3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease. Lessor acknowledges Lessee has no duties and obligations under the Leases after the Effective Date and, except as set forth herein, Lessee shall be released and forever discharged from any and all actions, causes of action, judgments, executions, suits, investigations, debts, claims, demands, liabilities, obligations, damages, and expenses of any and every character that arise out of or in any way connected to the Lease accruing after the Effective Date. 4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Leases to undertake or perform prior to the Effective Date and (ii) any damages (subject to the terms of the Leases), including, but not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective Date. 5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is required by the Leases to undertake or perform on or after the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or after the Effective Date. 6. The person signing this Consent hereby warrants that he/she has the legal authority to execute this Consent on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Consent. Consent to Assignment of CSC No. 49525 By Tiger Aviation, LLC to Alwahban Real Estate LLC Page 3 of 8 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 Tiger Aviation, LLC to Alwabban Real Estate LLC Page 4 of 8 IN NVTNESk WHERE'OF, the IM-Lies 11CW0 have executed this Agreement in multiples on this the _U . _ day of �' , 2024. CITY OF FORT WORTH: wwvt B�) ,iLcrla Wjshingwn Nou 6, 2a24 ILA C" J Valerie Washington Assistant City Manager Date: Nov 6, 2024 R3 r . Ve ab es Aviatio Sv to s Director M&.C. 24-0931 M&C Approved: 10/29/2024 Form 1295: 2024-1214817 STATE OF TEXAS COUNTY OF TARRANT APPROVED AS TO FORM AND LEGALITY: CanQg4 PagIIa,1 IH9V ,7PN 16N3 {5tj By: Candace Pagliara Assistant City Attorney ATTEST:?" By: Jannette S, Goodali City Secretary JL- KC P4 F k. F,000 0 Md PV8 �=0 �a°a� reza54aa �QO664� BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Valerie Washington, 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 die capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this (�Qday f,l , 2024. ANGELA D. CNRiSP +, Notary Public, Steve of Texas Notary ublic in and for the State (Texas s' i Comm. Vxplres D3-18.2628 t„�+'' Notary It) 134812443 ; S CONTINUE ON THE FOLLO'VVINC, PAGE] Consent to Asgig,mtew aresc Na. 49525 By 'ripr Mild 1011, I.LC 10 Al%vahhnn kent estate I_. . Page 5 of a OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contmet Complinnee Manager: By signing I acknowledge that I am the person msponsihle for the monitaring and administration of this eontract, Including ensuring all pmTbn aace and reporting requirements, Srw6wee::7ee� Barb= Goodwim Real Property Manager Title L1u5S1e;E: TIGER AVIATION, LLC Frank Scilder Agent STATE OF TEXAS J § COUNTY OF ❑ 1+AI °►� § BEFORE MI1 the undersigned authority, a.Notary Public in and for the StHW of Texas, an this day pemon liy zgpeare i Frank Sender, larown tv me to be the person whose n=ie is subscribed to the foregoing instrument, and acknowledged to me that the sane was the act of TIGER AVIATION, LLC and that abbe executed the same as the act of TIGER AVIATION, LLC for the pvzNses and consideration therein expressed and in the capacity therein atated. GIVEN UNDER MY HAND ,AND SEAL OF OFFICE this 6� day /71 e-20.,IWA A _ 2024. iMkW ETTA CaDCHRA?V Notary Publzc in mx for the Statc of Texas '"• � tJobt9 t0 �: S6.5xiB6 l biros J* 11, 2W [SIGNATURES CONTlIgUE ON THE FOLLOWING PAGE] C®azat to A*pmwi oiCSC No. 49= BY Tiger A�izRoo, LLC to Atwabban Aeal Uxu LLC filth od3 ASSIGNEE: AL AN REAL EST NTL. LLC M WaD�_K Bg: - Satxdrs: RUUOZ Operations Direcur Date* 1110412u).4 STATE OF TEXAS § GOi?NI'Y OR � .BEFORE ME, the -undersigned -authority, a Notary Public in -and for the 5tat&of Texas, on this day personaUy appeared Sands Muanz, 'kmawn to me to be the person whose nme is suisenbect to Ow, forcgaing instrument; and acknowledged to me that the same was the art of ALWAX11" REAL ESTATE- LLC and that site exec, the same as the act of ALWAHBAN REAL ESTATE LLC for the purposes and considerafion therein. expressed and in. the capacity therein stated. GIV�� }}� EN UNDER MY HAND .AND SEAT. OF OFFICE this: 4&Y N h VexY bey— 12024. a•"":,,,� MELISSA MORENO 140jY Fubhe in and -for the State of T'v= ~ NoWy fthlte, 8tstr. of Tixas Comm. Expims 09-W2028 rrrrtEyi�' Natsfy [a .i3394tf348 C= mr.to A2�4t uf=' No. 4Z25 B Tiger Avinpa� LLC to AlwaF 6�a ltnl =LLC page 7 of a M&C Review Page 1 of 2 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas For WORTH "Iry REFERENCE **M&C 24- 55FWS CONSENT TO DATE: 10/29/2024 NO.: 0931 LOG NAME: ASSIGN TIGER AVIATION TO ALWAHBAN RE_HGR B CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (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 B by Tiger Aviation, LLC to Alwahban Real Estate 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 B by Tiger Aviation, LLC to Alwahban Real Estate LLC at Fort Worth Spinks Airport. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to recommend 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 B by Tiger Aviation, LLC (Tiger Aviation) to Alwahban Real Estate LLC (Alwahban Real Estate) at Fort Worth Spinks Airport. On August 15, 2017, through M&C C-28330, City Council authorized execution of City Secretary Contract No. (CSC) 49525, a Hangar Sublease Estoppel, Non -Disturbance, and Assignment Agreement with Tiger Aviation, LLC, for Lease Site W-6, Box Hangars A and B, at Fort Worth Spinks Airport. On May 5, 2020, City Council authorized, through 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 only, Fort Worth Spinks Airport (Leased Premises) to Filtration Automation, Inc. (Filtration Automation). On May 9, 2023 through M&C 23- 0356, City Council authorized execution of CSC 49525 CA-2 and Filtration Automation assigned its leasehold interest in Box Hangar A to MPFA Holdings, LLC. On August 19, 2024, Tiger Aviation submitted a request to the City to assign the Box Hangar B only to Alwahban Real Estate to be used for the purpose of aircraft storage. Upon City Council approval, Alwahban Real Estate will assume the leasehold interest and obligations associated with the Lease. The Lease consists of a 3,660 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 $1,134.60 payable in monthly installments of $94.55. 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. http://apps.cfwnet.org/council packet/mc review. asp?ID=3263 7&councildate= 10/29/2024 10/28/2024 M&C Review Page 2 of 2 Fort Worth Spinks Airport is located in 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. TO Fund Department Account Project Program I 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 bv: Valerie Washington (6199) Oriainatina Department Head: Additional Information Contact: ATTACHMENTS FID TABLE.xlsx (CFW Internal) Form 1295.pdf (CFW Internal) Location Map HGR B.ndf (CFW Internal) Roger Venables (5402) Ricardo Barcelo (5403) http://apps.cfwnet.org/council packet/mc review. asp?ID=3 263 7&counci I date= 10/29/2024 10/28/2024 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. 25�ASSSLG MENT AND ASSUMPTION OF AIRPORT LEASE AGREEMENT 3 _� STATE OF TEXAS KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF TARRANT That this ASSIGNMENT AND ASSUMPTION OF AIRPORT LEASE AGREEMENT (herein referred to as the "Assignment"), is made by and between TIGER AVIATION, LLC, a New Mexico limited liability company (herein referred to as "Assignor"), and ALWAHBAN REAL ESTATE, LLC, a Texas limited liability company (herein referred to as "Assignee"). RECITALS: The following introductory provisions are true and correct and form the basis of this Agreement A. Effective September 29, 2006, City of Fort Worth, a Texas Home -Rule Municipal Corporation (the "City"), as Lessor, and Spinks Westside Associates, LLC, a Texas limited liability company ("Spinks Westside"), as Lessee, made and entered into a certain Unimproved Ground Lease with Mandatory Improvements (the "Original Ground Lease")(CSC No. 34065) that applied to and leased four (4) parcels of unimproved ground space at Fort Worth Spinks Airport (the "Airport"), in Fort Worth, Tarrant County, Texas, identified as 13601, 13655, 13701, and 13745 Wing Way, Fart Worth, Texas (individual referred to as a "Parcel' and collectively referred to as the "Ground Lease Premises"). A true and correct copy of the Original Ground Lease is attached hereto as Exhibit I and incorporated herein. B. Effective June 2, 2008, the City, as Lessor, and Spinks Westside, as Lessee, made and entered into Amendment No. 1 to CSC No. 34065 ("Amendment No. V) to amend the Original Ground Lease: (i) by replacing the original Exhibit A property description attached to the Original Ground Lease with a replacement Exhibit A attached to Amendment No. 1 with a revised property description and to identify the four Parcels, not only by physical addresses but also by Lease sites: W-3 (13601 Wing Way); W-4 (13655 Wing Way); W-5 (13701 Wing Way); and W-6 (13745 Wing Way)(with each of the Parcels intended for use as hangar sites); (ii) by replacing the original Exhibit B attached to the Original Ground Lease with Exhibit B-1 attached to Amendment No. 1. A true and correct copy of Amendment No. 1 is attached hereto as Exhibit 2 and incorporated herein. The Original Ground Lease as amended by Amendment No. 1 is referred to herein as the "Master Lease". C. On or about September 2008, Spinks Westside 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. D. 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 ASSIGNMENT AND ASSUMPTION OR AIRPORT LEASE Page I approved instrument to memorialize the sale to third persons of Leasehold Interest as a Sublessee in individual hangar units within the completed aircraft storage hangar buildings defined in the Master Lease as "Mandatory Improvements." E. On January 22, 2009, Spinks Westside, as Sublessor, and Newstart Construction, Inc., a Texas corporation ("Newstart"), as Sublessee, entered into two Hangar Sublease and Exclusive Occupancy Agreements governing Hangars A and B (individually, a "Hangar Lease" and collectively, the "Hangar Leases"). A true and correct copy of the Hangar Lease governing and relating to Hangar B is attached hereto as Exhibit 3 and incorporated herein (the "Original Hangar B Lease"). Under the terms of the Hanger B Lease, Spinks Westside leased to Newstart, f6r an Initial Term therein described expiring as 11:59 p.m. on December 31, 2036, unless terminated earlier, the following: "Real property containing approximately 3,660 square feet known and referred to as Hangar Unit B, 13745 Wing Way, Fort Worth, Texas (the "Premises" more fully described in Exhibit `B" [attached and -incorporated in the Hangar B Lease]. The Premises which are the subject of this Sublease, represent (19.87%) of Lease Site W-6 held by Sublessor [Spinks Westside] pursuant to the terms and conditions of the Master Lease." Hangar B Lease, ¶ 1, p. 1. For purposes of this Agreement, above -described property and the rights and interests granted to Newstart under the Hanger B Lease are referred to herein as the "Hangar B Leasehold Interest" and the premises covered by such interest are referred to as the "Leased Premises." F. Effective September 5, 2013, Newstart, as Seller, and Tiger Aviation, LLC, a New Mexico limited liability company ("Tiger Aviation"), as Purchaser, entered into a Hangar _Sublease Sale and Assignment Agreement (the "2013 Hangar B Assignment") under the terms of which Newstart sold, transferred and assigned to Tiger Aviation all of Newstart's right, title and interest in the Hangar B Leasehold Interest. A true and correct copy of the 2103 Hangar B Assignment is attached hereto as Exhibit 4 and incorporated herein. G. On December 6; 2016, the City of Council of Fort Worth adopted Mayor and Council Communication (M&C) C-28022, authorizing the termination of the Master Lease. H. - Effective February 1, 2017, the City, Spinks Westside, as Lessee, and Tiger Aviation, as Current Sublessee, made and entered into a Hangar Sublease Estoppel, Non -Disturbance, and Assignment Agreement (the "2017 Non -Disturbance Agreement'), -a true and correct copy of which (exclusive of exhibits) is attached hereto as Exhibit 5 and incorporated herein. Under the terms of the 2017 Non - Disturbance Agreement, among other things, the parties acknowledged that the Master Lease was going to be terminated, but it was agreed that Tiger Aviation's rights in interest under the Hangar B Lease would continue and survive the termination of the Master Lease (i.e., Tiger Aviation would continue to own the Hangar B Leasehold Interest), and that effective February 1, 2017, the City would effectively replace Westside Spinks as the Lessee under the Hangar B Lease. I. On or around February 8, 2017, the City, as Lessor, and Westside Spinks, as Lessee, entered into an Agreement Terminating Lease under the terms of which the Master Lease was terminated effective January 31, 2017 (the "2017 Termination Agreement"), a true and correct copy of which is attached as Exhibit 6 and incorporated herein. Although the Master Lease has been terminated, the terms and conditions of that agreement are incorporated by reference in the Original Hangar B Lease, and the lease remains subject to terms, conditions, covenants and restrictions contained in the Master Lease. ASSIGNMENT AND ASSUMPTION OR AIRPORT LEASE Page 2 J. The Original Hangar B Lease as modified and amended by the 2013 Hanger B Assignment and the 2017 Non -Disturbance Agreement is referred to herein as the "Hangar B Lease." Seller (Tiger Aviation) is the current Sublesee under the Hangar B Lease, and the City is the current Sublessor. K. Assignor and Assignee have executed that certain Spinks Airport, Fort Worth, Texas Hangar Sublease Sale and Assignment Agreement (Leasehold Interest)(herein referred to as the "Sales Contract"), dated July 30, 2024, regarding the Assignee's purchase of Assignor's leasehold estate in and to the Hangar B Lease Lease and the improvements. L. Subject to the terms of the Sales Contract and the required approval of the City, Assignee desires to purchase all of Assignor's right, tittle and interest in the Hangar B Leasehold Interest and agrees to abide by and comply with all terms and conditions of the Hangar B Lease and the Master Lease; and M. In order to effect the sale of the Hangar B Leasehold Interest pursuant to the Sales Contract, Assignee desires that Assignor relinquish and assign to Assignee all off Assignor's right, title and interest that Assignor has in and to the Hangar B Lease and that Assignor desires that Assignee acknowledge acceptance of such assignment and Assignee's agreement to assume all conditions, covenants and obligations of the lessee under the Hangar B Lease. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, the promises and conditions provided herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. ASSIGNMENT OF HANGAR B LEASE. Assignor hereby relinquishes all right, title and interest in and to the Hangar B Lease, and hereby assigns, transfers and sets over to Assignee said interest in the Hangar B and the Hangar B Leasehold Interest effective as of the date hereof, and all rights, requirements, emoluments and obligations of any nature arising therefrom. 2. ASSUMPTION OF CONDITIONS. COVENANTS AND OBLIGATIONS. Assignee hereby accepts the assignment of the Hangar B Lease and agrees to carry out and perform all of the conditions, covenants and obligations of the lessee as stated in the Hangar B Lease and to assume all responsibilities. Assignee does hereby agree to defend, indemnify and hold harmless Assignor, and Assignor's successors and assigns, from and against any and all liabilities, damages, causes of action, expenses, reasonable attorneys' fees, claims and losses incurred or suffered by Assignor by reason of the failure of Assignee to fulfill, perform and discharge each and all of the Assignee's obligations under the Hangar B Lease from and after the date hereof. 3. ENTIRE AGREEMENT. This Assignment contains the entire understanding between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Assignment, which are not fully expressed herein. 4. FURTHER ACTS. Each party hereto agrees to perform any and all such further and additional acts and execute and deliver any and all such further and additional instruments and documents as may be reasonably necessary in order to carry out the provisions and effectuate the intent of this Assignment. 5. MODIFICATION. Any modification of this Assignment shall be in writing and agreed to by all parties. ASSIGNMENT AND ASSUMPTION OR AIRPORT LEASE Page 3 6. AUTHORITY. Each parry hereto represents and warrants that it has full authority to execute the Assignment and bind to the Assignment its respective partners, trustees, beneficiaries, remaindermen, directors, officers, employees, agents, advisors, attorneys, successors, assigns and personal representatives. 7. SEVERABILITY. If any provision hereof is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provisions shall be duly severable; this Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the severance of the illegal, invalid, or unenforceable provision or provisions. S. GOVERNING LAW AND VENUE. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. The terms of this Assignment shall be specifically performable in Tarrant County, Texas. 9. BREACH. Should any party breach any part of this Assignment, and litigation ensue, the parties agree that the prevailing party shall be entitled to its reasonable attorneys' fees and costs in prosecuting or defending its claims. 10. BENEFIT. Except as otherwise provided herein, this Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors, assigns, legal representatives, heirs and legatees. 11. PARAGRAPH HEADINGS. All paragraph headings set forth in this Assignment are for purposes of identification and are intended for convenience only, and shall not control or affect the meaning, construction or effect of this Assignment or any provision hereof. 12. COUNTERPART EXECUTION. This Assignment may be executed in multiple counterparts, each of which shall be fully effective as an original, for which together shall constitute only one (1) instrument. IN WITNESS WHEREOF, Assignor, Assignee, and Lessor has executed this Assignment to be effective as of the (p day of 2024. ASSIGNMENT AND ASSUMPTION OR AIRPORT LEASE Page 4 ASSIGNOR Tiger Aviation, LLC a New Mexico limited liability company By:. STATE OF TEXAS § COUNTY OF�4�nn�a n § llin Wayne Seidler, President by his Agent Lloyd Settle This instrument was acknowledged before me on this 2 "�', day of O c�en�er', 2024, by John Lloyd Settle, agent for Franklin Wayne Seidler, President of Tiger Aviation, LLC, a New Mexico limited liability company. KAREN KELLEY =i;' c= Notary Public, State of Texas ]e= Comm. Expires 04-29-2026 Notary ID 130776481 OJvI Notary Public, State of Texas ASSIGNEE: Alwahban Real Estate, LLC a Texas limited company By: Omar Alwahban, Managing Member STATE OF TEXAS § COUNTY OF _§ This instrument was acknowledged before me on this day of , 2024, by Omar Alwahban, as Managing Member of Alwahban Real Estate LLC, a Texas limited liability company. Notary Public, State of Texas ASSIGNMENT AND ASSUMPTION OR AIRPORT LEASE Page 5 ASSIGNOR: Tiger Aviation, LLC a New Mexico limited liability company By: Franklin Wayne Seidler, President by his Agent John Lloyd Settle STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of , 2024, by John Lloyd Settle, agent for Franklin Wayne Seidler, President of Tiger Aviation, LLC, a New Mexico limited liability company. Notary Public, State of Texas ASSIGNEE: Alwahban Real Estate, LLC a Texas limited company By: e�-- Omar Alwahban, Managing Member STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this dayof CC/��.� -Mene,Y , 2024, by Omar Alwahban, as Managing Member of Alwahban Real Estate LLC, a Texas limited liability company. SAND,9A MUNOZ rubric, State of Texas tart' Public, State of Texas Ccrilr". Expires 08-02-2025 °;; o` dat.:'y 1D 131230416 ASSIGNMENT AND ASSUMPTION OR AIRPORT LEASE Page 5 EXHIBIT VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Operator and to execute any agreement, amendment or change order on behalf of Operator. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Operator. City is fully entitled to rely on the warranty and representation set forth in this Fonn in entering into any agreement or amendment with Operator. Operator will submit an updated Form within ten (Id) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Operator. Name:j� �Auv-z; sition:Q)&On$ (� CY1il 1 / nature 2. Name: Position: Signature Name: Position: Signature NKna�f SPresident / CEO Other Title: Date: n� ,: lb 1 f M4 TEXAS STATUTORY DURABLE POWER OF ATTORNEY NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AN SWEEPING. THEY ARE EXPLAINED IN THE DURABLE POWER OF ATTORNEY ACT, SUBTITLE P, TITLE 2, ESTATES CODE. IF YOU HAVE ANY QUESTIONS ABOUT THESE POWERS, OBTAIN COMPETENT LEGAL ADVICE. THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER HEALTH-CARE DECISIONS FOR YOU. YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU LATER WISH TO DO SO. IF YOU WANT YOUR AGENT TO HAVE THE AUTHORITY TO SIGN HOME EQUITY LOAN DOCUMENTS ON YOUR BEHALF, THIS POWER OF ATTORNEY MUST BE SIGNED BY YOU AT THE OFFICE OF THE LENDER, AN ATTORNEY AT LAW, OR A TITLE COMPANY. You should select someone you trust to serve as your agent. Unless you specify otherwise, generally the agent's authority will continue until: (1) you die or revoke the power of attorney; (2) your agent resigns, is removed by court order, or is unable to act for you; or (3) a guardian is appointed for your estate. I, Franklin Wayne Seidler, of 8109 Oakmont Dr, Burleson TX 76028 appoint Mark Douglas Hatten of 9313 Mountain Lake, Ft Worth, TX 76179, and John Lloyd Settle of 616 JohnCharles Drive, Burleson TX 76028 as my co -agents, who may act independently -or together, to act for me in any lawful way with respect to all of the foilowing powers that I have initizted below. (YOU MAY APPOINT CO -AGENTS. UNLESS YOU PROVIDE OTHERWISE, CO - AGENTS MAY ACT INDEPENDENTLY) TO GRANT ALL OF THE FOLLOWING POWERS, INITIAL THE LINE IN FRONT OF (0) AND IGNORE THE LINES IN FRONT OF THE OTHER POWERS LISTED IN (A) THROUGH (N). TO GRANT A POWER, YOU MUST INITIAL THE LINE IN FRONT OF THE POWER YOU ARE GRANTING. TO WITHHOLD A POWER, DO NOT INITIAL THE LINK IN FRONT OF THE POWER_ YOU MAY, eUT DO NOT NEED TO, CROSS OUT EACH POWER WITHHELD, X (A) Real property transactions; X (B) Tangible personal property transactions; x (C) Stock a-nd band transactions; X (D) Commodity and option transactions; X (E) Banking and other financial institution transactions; X (F) Business operating transactions; X (G) Insurance and annuity transactions; X (H) Estate, trust, and other beneficiary transactions; X (1) Claims and litigation; X (.1) Personal and family maintenance; X (K) Benefits from social security, Medicare, Medicaid, or other governmental programs or civil or military service, X (L) Retirement plan transactions; X (M) Tax matters: bPage 1 of 5 (N) Digital assets and the content of an electronic communication; X (0) ALL OF THE POWERS. LISTED IN (A) THROUGH (N). SPECIAL INSTRLJQTibNS: Special instructions applicable to agent compensation (initial in front of one of the following sentences to have it apply; if no selection is made, each agent will be entitled to compensation that is reasonable under the circumstances): X My agent is entitled to reimbursement of reasonable expenses- incurred on my a alf.and to compensation that is reasorable under ttie.circtjmstances: My agent is entitled to reimbursement of reasonable expenses incurred on my behalf but shall receive no compensation for serving as my agent. Special instructions applicable to co -agents (if you have appointed co -agents to act, initial in front of one of the following sentences to have it apply; if no selection is made, each agent will be entitled to act independently): X Each of, my co -agents may act. independently.for_rne. _ My co -agents may act for me only if the co -agents act jointly. My co -agents may act for me only if a majority of the co -agents act Jointly. Special instructions applicable to gifts (initiai in -front of the following sentence to have it apply): I grant my agent the power tc apply my property to make gifts outright to or for the benefit of a person, including by the exercise of a presently exercisable general Power of appointment held by me, except that the amount of a gift to an individual may not exceed the amount of annual exclusions allowed from the federal gift tax for the calendar year of the gift. ON THE FOLLOWING LINES YOU MAY GfVE SPECIAL INSTRUCTIONS LIMITING aR EXTENDING THE POWERS GRANTED TO -YOUR AGENT. UNLESS YOU DIRECT OTHERVASE BELOW, THIS POWER OF ATTORNEY IS EFFECTIVE IMMEDIATELY AND WILL CONTINUE UNTIL IT TERMINATES. CHOOSE ONE OF THE FOLLOWING ALTERNATIVES BY CROSSING OUT THE ALTERNATIVE NOT CHOSEN: (A) This power of attorney is not affected by my subsequent disability or incapacity. (9) Thr rcwu cf skvr cy 5noc ►ca cffi-z#ive- Pn�y iia&, '-1�-j sr-nGap asity- YOU SHOULD CHOOSE -ALTERNATIVE (A) IF THIS POWER OF ATTORNEY IS TO BECOME EFFECTIVE ON THE DATE IT IS EXECUTED. IF NEITHER (A) NOR (B) IS CROSSED OUT, IT WILL BE ASSUMED THAT YOU CHOSE ALTERNATIVE (A). dPage 2 of 5 If Alternative (B) is chosen and a definition of my disability or incapacity is not contained in this power of attorney, 1 shall be considered disabled or incapacitated for purposes of this power of attorney if a physician certifies in writing at a date later than the date this power of attorney is executed that, based on the physician's medical examination of me, I am mentally incapable of managing my financial affairs_ I authorize the physician who examines me for this purpose to disclose my physical or mental condition to another person for purposes of this power of attorney. A third party who accepts this power of attorney is fully protected from any action taken under this power of attorney that is based on the determination made by a physician of my disability or incapacity. I agree that any third party who receives a copy of this document may act under it. Termination of this durable power of attorney is not effective as to a third party until the third party has actual knowledge of the termination. I agree to indemnify the third party for any claims that arise against the third party because of reliance on this power of attorney. The meaning and effect of this durable power of attomey is determined by Texas law. If any agent named by me dies, becomes incapacitated, resigns, refuses to act, or is removed by court order, or if my marriage to an agent named by me is dissolved by a court decree of divorce or annulment or is declared void by a court (unless I provided in this document that thedissolution or declaration does not terminate the agent's authority to act under this power of attomey), I name the following (each to act alone and successively, in the order named) as successor(s) to that agent: red pnrtclp. signature State of Texas County of Jol,►r-LSO This document was acknowledged before me on'7-I`) -_-L' (date) by Cs.t,.k- c A. f name of Principal) fAAo.T dd (signature otnotal officer) I G - t'AM T.APATA -7_ NotaryPublk,SdteofTcQs (Seal. if -any, of notary) ?Qr �P' 7 ,[ �'—In ' MY Cort M 6m. M10-20i5 (prints namef Notary) In L0` low 9 My commission expires: (date commission expires) MPage 3 of 5 IMPORTANT INFCsRMUkTlON FOR AGENT Agent's Duties When you accept the authority granted under this power of attorney, you establish a "fiduciary" relationship with the principal_ This is a special legal relationship that imposes on you legal duties that continue until you resign or the power of attomey is terminated, suspended, or revoked by the principal or by operation of law. A fiduciary duty generally includes the duty to_ (1) act in good faith; (2) do nothing beyond the authority granted in this power of attorney; (3) act loyally for the principal's benefit; (4) avoid conflicts that would impair your ability to act in the principal's best interest; and (5) disclose your identity as an agent when you act for the principal by writing or printing the name of the principal and signing your own name as "agent" in the following manner: (Principal's Name) by (Your Signature) as Agent In addition, the durable Power of Attorney Act (Subtitle P. Title 2, Estates Code) requires you to: (1) maintain records of each action taken or decision made on behalf of the principal; (2) maintain all records until delivered to the principal, released by the principal, or discharged by a court; and (3) if requested by the principal, provide an accounting to the principal that, unless otherwise directed by the principal or otherwise provided in the Special Instructions, must include: (A) the property belonging to the principal that has come to your knowledge or into your possession; (13) each action taken or decision made by you as agent; (C) a complete account of receipts, disbursements, and other actions of you as agent that includes the source and nature of each receipt, disbursement, or action, with receipts of principal and income shown separately; (D) a listing of all property over which you have exercised control that includes an adequate description of each asset and the assets current value, if known to you; (E) the cash balance on hand and the name and location of the depository at which the cash balance its kept; (F) each known liability; (G)any other information and facts known to you as necessary for a full and definite understanding of the exact condition of the property belonging to the principal; and (H) all documentation regarding the principal's property. b Page 4 of 5 Termination of Agent's Authority You must stop acting on behalf of the principal if you team of any event that terminates or suspends this power of attorney or your authority under this power of attorney. An event that terminates this power of attorney or your authority to act under this power of aftomey includes; (1) the principal's death; (2) the principal's revocation of this power of attorney or your authority; (3) the occurrence of a termination event stated in this power of attorney; (4) if you are marred to the principal, the dissolution of your marriage by a court decree of divorce or annulment or declaration that your marriage is void, unless otherwise provided in this power of attorney; (5) the appointment and qualification of a permanent guardian of the principal's estate unless a court order provides otherwise; or (6) if ordered by a court, your removal as agent (attorney in fact) under this power of attorney. An event that suspends this power of attorney or your authority to act under this power of attorney is the appointment and qualification of a temporary guardian unless a court order provides otherwise. Liability of Agent The authority granted to you under this power of attorney is specified in the Durable Power of Attorney Act (Subtitle P, Title 2, Estates Code; If you violate the Durable Power of Attorney Act or act beyond the authority granted, you may be liable for any damages caused by the violation or subject to prosecution for misapplication of property by a fiduciary under Chapter 32 of the Texas Penal Code_ THE AGENT, BY ACCEPTING OR ACTING UNDER THE APPOINTMENT, ASSUMES THE FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT. bPage 5 of 5 +1I CER,TTFTC'ATION OF DURABLE POWER OF ATTORNEY Durable Power of Attorney (hereinafter "power of attorney"): Date: Principal: Franklin Wayne Seidler Agent: John Lloy Settle Property: HANGAR B located at 13745 Wing Way, Spinks Airport Fort Worth, TX 76028 The leasehold estate created by the tease executed by the City of Fort Worth (Lessor) to Spinks Westside Associates, LLC (Lessee) and Tiger Aviation, LLC (Sublessee) dated August 21, 2017, as set out under City Secretary Contract No. 49525, recorded on August 14, 2024 under Clerk's No. D224144789, Real Property Records, Tarrant County, Texas, demising and leasing for a term beginning on January 29, 2009 and ending December 31, 2036, and providing for renewal terms, in the following described premises: The real property containing approximately 3,660 square feet known and referred to as Hangar Unit B, 13745 Wing Way, Fort Worth, Texas, as shown on Exhibit B of Exhibit A-1 of that certain. Hanger Sublease Estoppel, Non -Disturbance, and Assignment Agreement for Spinks Airport, Fort Worth, Texas, stamped received August 18, 2017, at City Secretary Contract No. 49525, Official Record, City Secretary, Fort Worth, Texas, filed August 14, 2024 uder Clerk's No. D224144789, Real Property Records, Tarrant County, Texas and being a portion of 3 3,000 square foot tract of land out of the Hiram Little Survey, Abstract No. 930, and being a portion of Block 4, of the Fort Worth Spinks Airport, an addition to the City of Fort Worth; Tarrant County, Texas, recorded in Cabinet A. Slide 353, Plat Records, Tarrant County, Texas as described in document recorded in Clerk's No. D208192827, Real Property Records, Tarrant County, Texas. I, John Lloyd Settle (Agent), certify under penalty of perjury that: I. I am the agent named in the power of attorney validly executed by the Principal on July 17, 2024, and the power of attorney is now in full force and effect. 2. The Principal is not deceased and is presently domiciled in Johnson County, Texas 3. To the best of my knowledge after diligent search and inquiry: a. The power of attorney has not been revoked by the Principal or suspended or terminated by the occurrence of any event, whether or not referenced in the power of attorney; b. At the time the power of attorney was executed, the Principal was mentally competent to transact legal matters and was not under the undue influence of any other person; c. A permanent guardian of the estate of the Principal has not qualified to serve in that capacity; d. My powers under the power of attorney have not been suspended by a court in a temporary guardianship or other proceeding; e. If I am (or was) the Principal's spouse, my marriage to Principal has not been dissolved by court decree of divorce or annulment or declared void by a court, or the power of attorney provides specifically that my appointment as the Agent for the Principal does not terminate if my marriage to the Principal has been dissolved by court decree of divorce or annulment or declared void by a court; f No proceeding has been commenced for a temporary or permanent guardianship of the person or estate, or both, of the Principal; and g. The exercise of my authority is not prohibited by another agreement or instrument. 4. If under its terms the power of attorney becomes effective on the disability or incapacity of the Principal or at a future time or on the occurrence of a contingency, the Principal now has a disability or is incapacitated or the specified future time or contingency has occurred. 5. I am acting within the scope of my authority under the power of attorney, and my authority has not been altered or terminated. 6. x❑ NIA (if this section is not applicable, check the box) If applicable, I am the successor to 1) ['N (predecessor agent), who has resigned, died or become incapacitated, is not qualified to serve or declined to serve as agent or is otherwise unable to act. There are no unsatisfactory addition's remaining under the power of attorney that preclude my acting as successor agent. 7. I agree not to: a. Exercise any powers granted by the power of attorney if I attain knowledge that the power of attorney has been revoked, suspended, or terminated; or b. Exercise any specific powers that have been revoked, suspended, or terminated. 8. A true and correct copy of the power of attorney is attached to this document. 9. If used in connection with an extension of credit under Section 54 (a) (6), Article XVf, Texas Constitution, the power of attorney was executed in the office of the lender, the office of a title Certification of Durable Power of Attorney Page 2 company, or the law office of N/A 10. N/A If applicable, the undersigned affirms that Principal executed a Durable Power of Attorney on wherein (1) the Principal had the mental capacity to understand the power conveyed by the Principal to the Agent on the date the Principal executed the Durable Power of Attorney and (2) that the Principal has since become incapacitated and is currently unable to manage the Principal's personal or financial affairs. 11. The undersigned acknowledge that Capital Title of Texas, LLC (title company), and its directors, officers, employees, agents, stockholders, its underwriters and Affiliates (collectively, "Indemnified Parties") are relying upon the representations in this Certification as being true and correct. I, my successor and/or assigns, shall fully indemnify, hold harmless and defend the Indemnified Parties from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney's fees and costs) (collectively, "Claim"), whether or not involving a third party claim, which arise out of or relate to the Agent acting without proper authority as granted by the Principal under the Durable Power of Attorney and/or any false representations made herein to the Indemnified Parties for reliance by the Indemnified Parties in closing the proposed transaction of the aforementioned Property, whether or not caused by the negligence of Capital Title of Texas, LLC (title company), or any other Indemnified Party and whether or not the relevant Claim has merit. 12. I am executing this Certification with respect to the proposer/ transaction, for the Property described above. Dated this Z�, day of��'o�er� , 2024. Lloyd /Sle , Agent SUBSCRIBED AND SWORN TO before me on this �day of 2024, by John Lloyd Settle, Agent. y - (�L/'� :��,sYVGe KAREN KELLEY Notary Public, 5tei9 of Texas Comm. Expires 04-29-2626 °F'Notary ID 130776481 Notary Public for: 2 �Yt <�� � (] uA y`,T ��l���t,��'' My commission expires: ��, a (- cz° -zL Certification of Durable Power of Attorney Page 3 EXHIBIT "A" HANGAR SUBLEASE ESTOPPEL, NON -DISTURBANCE, AND ASSIGNMENT AGREEMENT CSC 49525 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT MASTER LEASE AGREEMENT CSC 34065 AGREEMENT TERMINATING LEASE CSC 34065-T1 Consent to Assignment of CSC No. 49525 By Tiger Aviation, LLC to Alwabban Real Estate LLC Page 8 of 8 CITY SECRETARY 7p III SPINKS AIRPORT, FORT WORTH TEXAS CONTRACT NO. ,��� R�C61V H AR SUBLEASE ESTOPPEL., NON -DISTURBANCE, AND ASSIGNMENT ] gU i AGREEMENT f � his ESTOPPEL, NON -DISTURBANCE, AND ASSIGNMENT AGREEMENT (the g` greement) 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 adopted Mayor and Council Communication (M&C) C-28022, authorizing the termination of th-, iviaster lease. OFFICIAL RECORD CITY SECRETAFCf 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 loft 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) Controging Intermediary Seidler, Frank Alvarado, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, u dll;i oipequui [Re—t"tiie a.. osure is true and correct. "'. CATHc SAVAGE �j Notary Public, of Texas J • /\.�; ; My Commissionsion E Expires t February 19, 2019 Signature of autho?ized agent of contracting business entity r AFFIX NOTARY STAMP / SEAL ABOVE f",ozSworn to and subscribed before me, by the said —am 20Lq, to certify which, witness my hand and seal of office. Signature of o ring oath Printed nark of officer administering oath this the p;6 day of / Y .o 19 /.f Tide of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 I'.T A.'ITI`.EcS WHEREOF, the parties hereto have executed this Agreement on the �"' ] day of 2017. CITY OF FORT WORTH: ByT Go 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 1 -7 2017 TRIKINYA ! JOHNSON .Notary Public, State of Texas Comm. Expires Q4-17-2018 ".,,,,,,.�• Notary 10 1238832-0 APPROVED AS TO FORM AP GALI Y: By: Paige bane Assistant City Attorney M&C: e. ;W Sip Approval Date: 91/r.1" 11 7 1295 Cert. No.: o` &7; aQ/a424 Notary Public i d for the State ❑ i- Texas ATTEST: IN Mary .1. 60 City Sure ary • V OFFICIAL LZECORO CiT`>t SECRETARY FT. WORTH, Ty 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 -Mule Stowe Title LESSEE: ATTEST: SPINICS AIR CIATES, By: ; By: Darrell Clendenet�'� �' Managing Member Date: 10 (, /� Z c? 7 STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of , on this day personally appeared Darrell Clendenen, known me to be the person whose name is subscribed to this Agreement, and acknowledged 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 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 A&V It -j-0/ % before me, personally appeared �VA rr- Gen Cress (Here insert name and title of the officer) G60�toheit , Notary Public, 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 u lie 4 GEN CRESS r� Comm.120415914 �n W 411ARY OANUI RNERSIOE COUNTN (Notary Seal) ' Mr CONY. EXP. SEP, 4,207 4 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title i scrlption of attached document) (Title or description of attached document continued) Number of Pages _4�r Document Date /�2 (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, an}, alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. lire/she/dwa is /are) or circling the correct forms. Failure to correctly indicate this information may Icad to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 Prol.ink Signing Service, Inc. - All Rights Reserved www: rheProUnk.com -Nationwide Notary Service SUBLESSEE: TIGER AVI TION, I LC By: % p Name: %C/-'A x �� O� I rw- Title: Date: STATE OF COUNTY OF,Vsen/ § 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 / day 2017. CATHY SAVAGE =_ � : l Notary Public, State of Texas /�. �- My Commission Expires February 19, 2019 l Notary Public in and for the State off r:=Yh*i bil- 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: 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 AGREENIBNT 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". 3. PURCHASE PRICE AND RENT. (a) The purchase price payable in advance by Sublessee to Sublessor for the exclusive right to occupy and use the Premises pursuant to the terms and conditions setforth in this Sublease is 6)xK (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 Ei¢hty Dollars and Thirty -Six Cents ($680.36) annually, payable monthly at the rate of Fiftv-Six Dollars and Seventv Cents ($56.701 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 attornment to the Lessor under the Master Lease for the balance of the Term, including any extensions and renewals, based upon the covenants and conditions set forth in this Sublease, so as to establish direct privity of estate and contract between the Lessor and Sublessee, with the same force and 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 terms of this Sublease and the default is deemed incurable, Sublessee, may at any time thereafter, at the Sublessee's sole discretion, and subject to the approval of the Lessor, require Sublessor to assign a portion of the Master Lease relating to the Premises to Sublessee. Following such assignment, this Sublease shall terminate and be of no further force and effect. 6. MONTHLY PRORATA EXPENSES. (a) During the initial term of this sublease and any extensions thereof, Sublessee agrees to pay to the Sublessor, Sublessee's Pro 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; (h) 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 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT determined by the taxing authority for the said Sublessee's Premises, which shall be included in the "Prorata Expenses" hereinabove referred to, in said amount as separately determined for the Premises by the Sublessor; (iv) The cost of fire and extended insurance on the Hangar Units and such other insurance as the Sublessor may effect or as may be required pursuant to Paragraph I I of the Master Lease or under any mortgage on the Premises; (v) The cost of furnishing water, electricity, garbage, and trash collection, and any other utilities to the extent furnished by the Sublessor (See Section 8); (vi) All reserves set up by Sublessor, including the general operating reserve and the reserve for replacements; (vii) The estimated cost of repairs, maintenance, and replacement of the real and personal property to be made by the Sublessor. The obligation of the Sublessor to make repairs, maintain, and replace the Hangar Units shall be limited to the exterior of the Hangar Units covered by the Master Lease. The interior of the Premises, including the operating mechanism for the bi-fold door and the components contained therein, shall be maintained and repaired by the Sublessee with the exclusive right to occupy said unit; (viii) Any other expenses of the Sublessor, including operating deficiencies, if any, for prior periods; (ix) The Sublessor shall determine the Prorata Expenses from time to time. Said sum 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 (xi) The Sublessor agrees on its part that: in the discretion of the Sublessor, the Sublessor may within ninety (90) days after the end of each fiscal year either refund or credit to the Sublessee's account, the Sublessee's proportionate share of Prorata Expenses that were collected in anticipation of expenses, which are in excess of the amount actually paid for expenses of all kinds, including reserves. (b) Sublessee is granted the right not more frequently than once every calendar year to audit all books, records and support documentation of Seller in connection with any charges assessed Sublessee under this Sublease during the preceding calendar year. Seller shall make available to Buyer original copies of all underlying documentation supporting any charges assessed Sublessee during the twelve (12) months subject to review. Sublessee shall be permitted to conduct any such audit within two (2) business Page 4 or 16 HANGAR SUBLEASE AND ExCLUSWE 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 (1st) day of each month. Payments must be received during normal working hours by the due date at the Sublessor's address set forth in Section 20(g). Rent shall be considered past due if Sublessor has not received full payment on or before the tenth (10th) day of the month for which payment is due. Without limiting Sublessor's termination rights as provided by this Sublease, Sublessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Sublessee may accrue. 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 3 or 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMEN"f covenants and restrictions of that certain Master Lease between the City of Fort Worth, Texas and Sublessor and; The Spinks Airport Rules and Regulations Sublessee and all Sublessee's successors and/or assigns are hereby prohibited from non -aviation related uses, including, without limitation, the following: concessions; ground transportation for rent or hire; including taxi and limousine service; food sales; barber and valet services; alcoholic beverage sales; sales of pilot supplies; newsstands; and gift; and other retail shops. (a) Notwithstanding the above, this Sublease may be assigned or the Premises sublet to any corporation into which, Sublessee may be merged or consolidated or to any corporation that is a majority -owned subsidiary, parent, or affiliate of Sublessee. (b) Any proposed assignment shall be in writing, signed by assignee and assignor and submitted to the Sublessor and the City for approval. The proposed assignment shall contain an affirmative statement on the part of the assignee stipulating to the assumption of all the conditions, restrictions, and covenants under this Sublease and the Master Lease that are to be performed by Sublessee. Within ten (10) days following the approval of the proposed assignment by Sublessor and City, the approved proposed assignment (the "Assignment") together with a duplicate original of this Sublease attached thereto as Exhibit A will be delivered to Sublessor. (c) Violation of this Subletting or Assignment provision shall, in the absolute and sole discretion of the Sublessor, result in termination and forfeiture of the Sublessee's rights under this Agreement. As a condition to the approval of any sublease the rents and any other sums that may be payable by 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 Page 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. (f) The failure on the part of the Sublessor to avail itself of any of the remedies given under this Agreement shall not waive nor destroy the right of the Sublessor to avail itself of such remedies for similar or other breaches on the part of the Sublessee. (g) Upon the occurrence of any event of default and Sublessee's failure to cure said default within the time limits set forth in the Notice of Default it shall thereupon be lawful for the Sublessor to re- enter the Premises and remove all persons and personal property therefrom either by: (i) summary dispossession proceedings or by suitable action or proceeding at law or in equity or; (h) 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 AGREEMFNT 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 or 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT 16. ALTERATIONS AND ADDITIONS. The Sublessee shall not, without the written consent of the Sublessor, make any structural alterations in the Premises, or in the water, electrical conduits, plumbing or other fixtures connected therewith, or remove any additions, improvements, or fixtures from the premises. (a) The Sublessee shall not, without the prior written consent of the Sublessor, the Fire Department, EPA, and/or local planning department, use or store in his hangar any hazardous or flammable materials or install or use in his aircraft Hangar Unit any paint booth or equipment or 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 OFSUBLESSOR, ITS OFFICERS AGENTS, SERVANTS, OR EMPLOYEES. SUBLESSEE SHALL BE LIABLE TO SUBLESSOR AND/OR THE CITY FOR ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR ANY IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF SUBLESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUBLESSEES, OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUBLESSOR, ITS SERVANTS, AGENTS, OR 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 or 16 HANGARSUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMEN'r 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 REMEDL4TION 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 Apply. 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) Leal 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 CIO Group Financial, Inc. 1215 Pomona Road Suite D Corona, CA 92882. Page 12 or 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 CompaU C/O Group Financial, Inc. 1215 Pomona Road Suite II Tria, CA 92882 Bryan Clendenen Its: President SUBLESSEE: NEWSTART CONSTRUCTION, INC. a Texas Corporation 450 Alsbury Court, Fort Worth, TX 76028 B 0,z- y� hn L. Settle Its: President ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF TARRANT This instrument is acknowledged before me on the Z Z ^b day of January, 2009, by Bryan Clendenen, President of Spinks Westside Associates, LLC, on behalf of said entity. SEAL ro ry MY COMMISSIONPIFES Notary Public Ill and for the State of Texas �t a' Page 13 of 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY 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 SHEILA 60Ff �ry �b�� Notary Public in an f r the State of Texas - ""1�C,� Stoic offexos 14.12 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 e ± e ± ± E If .. •• tl tl, D ± 2. b 7, N e < O e N �m i7 i �D SOURI AIRPORI Bn 1 s BOUNDARY UNE jF E � Yl 4 a a a AIRPORT BOUNDARY LM Q 's SPINKS HEST SIDE, INC UTILITY PLAN FOR PHASE I — 13745 MG WAY Paige 16 or 16 HANGAR SUBLEASE AND EXCLUSIVE OCCUPANCY AGREEMENT Exhibit B C" SFCREr, ; CONTRACT NO. 3 q0�(J�'; I 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 SEUMI[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 I , 2017. CITY OF FORT WORTH: '`�—�,_ Fernando Costa Assistant City Manager Date:--A/''.,I/ `T 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 �Xli, day 2017. TRIKINYA L JOHNSON `o'SNotary Public, State of Texas Comm_ Expires 0417-2018 No ubli in and f'r the '•o„°,',,;`.�' Notary ID 1238832-0 � l� State of Texas APPROVED AS TO FORM AN Aaige ALITjY:: By: 4.Mebane Assistant City Attorney M&C: C-28022 Approval Date: December 6, 2016 Form 1295: 2016-130429 ATTEST: By: ary J. Kayser t ity Secretar Agreement Terminating Lease Fort Worth Spinks Airport Unimproved Ground Lease Agreement — Spinks West Side Associates, LLC !" • +tl • OFFICFALF IWORID 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.� // p Title LESSEE: ATTEST: Spinks Air Associ LLC By:1 � /_ By: Managing Member Date: Z / % STATE OF § COUNTY OF BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Darrell Clendenen, known to me to be the person whose name is subscribed to this Agreement Terminating Lease, and acknowledged to me that the same was the act of Spinks Air Associates, LLC, and that s/he executed the same as the act of 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. State of California jj ) Countyof d California Certificate of Acknowledgment i u On_ before me, Joanne Cooper, Notary Public, personally appeared 'DaCced I C1f-pi(a-P(/ Q{) u who proved to me on the basis of satisfactory evidence to be the persoRK whose nameW'js/subscribed to the within instrument and acknowledged to me that he/�W/may executed the same in his/hat%f>elfrauthorized capacity(es), and that by his/�l>66r 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 Z COMM. #2040227 i NOTARY PUBLIC • CALIFORN14 i RNERSIDE COUNTY Signatur I_ _ y _ �r��+ a�E,Z,�amee,t,2017 (seal) Optional Information Description Of Attached Document The precq� m^g Certificate of Acknowledgment is attached to a document titled/for the purpose ` I of f(i�IriPSP,I/ti P � T�Ylnn �hc�t�n L'e � i �?C' SP l Fe ( j �VVvJ ! containing (4- pages and dated The signer(s) capacity or authority is/are as: ❑ Individual O Attorney -In -Fact f I Corporate Officer(s) title(s) Ll Guardian/Conservator n Partner — Limited/General ❑ Trustee(s) Other: Representing: � I _r .14/ ude LL-r_ Names) of Person(s) or Entitylies Signer Is Representing N CITY SECRETARY CONTRACT NO. FORT WORTH SPINKS AIRPORT UNIMPROVED GROUND LEASE AGREEMENT AND ASSOCIATED MANDATORY IMPROVEMENTS 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 West Side Associates,l (" Lessee" ), acting by and through Darrell Clendenen, its duly authorized President. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. 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. 2. TERM OF LEASE. 2.1. Initial Term. The Initial Term of this Lease shall conunence 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 Lease 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 Lcase 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 Lessee shall no longer have any rights or interest in the Premises following the expiration of the initial Term. 10-02-06AOB:51 RCVD CIVY B"BAVU 2.3. Holdover. If 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 ahargcs 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 couunence 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 (°10ceupaney 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 1/12" 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, Lessee's 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 Tmprovemcnts on a Parcel occurs on or after October 1, 2007, Lessee's initial payment of rent shall be calculated un the same manner as it would have if the'Occupancy Date and Lessee's initial payment ofrent had occurred prior to October 1, 2007, 3.2. Pavmcnt Dates and Late Fees. Monthly rent payments are due on or before the first (1 sl) day of Fach month. Payments must be received during normal working hours by the due date at thq location for Lessor's Revenue Office set forth in Section 15. Rent shall be considered past 4ue il'Lessor has not received full payment after the tenth (loth) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 3.3 Five -Year Adjustments. 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 similarly published schedule in effect at the time. 4. CONSTRUCTTON 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 frames, milestones, specifications and other conditions of Exhibit "B", attached hereto and made a part of this Agreement for all purposes. The unprovements approved for each Parcel shall 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) month 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 perfonnanec of any such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of Exhibit "B" 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. offlUld RECORD ccaTY 3EUQ01py 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 iiom the Director of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees that it shall fully 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 Aanroval of Plans. Lessee's plans for construction and improvements shall conform 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 ol'documentation 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 shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective modifications, renovations, construction projects or improvementfi; 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% or the full amount ol• each construction contract or project. IFLessee makes a cash deposit, Lessee shall not be entitled to any interest earned 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 of Lessee and Lessor shall have no rights in such interest. If Lessee 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, Lessee'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 (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the perrormance 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-1'or-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 construction 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 PREMISES. 0 1VIAlkI Gc�C;l �0 Lessee hereby agrees to use the Premises for aviation -related purposes only and strictly in accordance with the terms and conditions or 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 or 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 facilities 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 orits 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. REPOi TS. AUDITS AND RECORDREEPING. Within thirty (30) days following the end of each calendar year, Lcssee shall provide Lessor M th a written annual report, in a form acceptable to the Director, that reflects Lessee' s rental rates for the Mandatory Improvements and any Discretionary improvements on the Premises lar 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 matuter 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. UTILITIES. 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 FRIA1?s115�rooPD 6 VON. expenses.. Lossor 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 herealler 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 any 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. 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 steam 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 cost and expense, agrees to keep and maintain the Promises in full compliance at all times with the Americans with Disabilities Act of' 1990, as amended ("ADA"). 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 ai least two (2) hours' notice prior to any inspection. 0V�IC1IAL REcc0,sD 8.3.2. If 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 dale 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 lire Marshal or his or her authorized agents that are necessary to bring the Promises into compliance with the City of Fort Worth Fire 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 and type approved by the Fire 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 HE FULLY RESPONSIBLE FOR THE REMEDLiTION OF ANY 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. SIGNS . Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the Premises related to Lcssce's business operations. Such H.` OUR0, 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 RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 10.1. 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 pennitting 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 rit, 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 i�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 Government, 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 of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Premises ("Limitation") Ior a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. 11'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. 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 hundicd eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the 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, liar 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. g rr n Tit �4��XVfl, VIOL 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. 1n 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. however, 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 laith 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 Preiniscs 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, 1br 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 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 Sponsors 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 for the histallation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights 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. 11.1. - Tv nos of Coverage and Limits. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance to lower lessee's risk of loss from fire 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 Worth as an additional insured and covering all risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: C property: 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 S 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 own 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, arc subject to change at Lessor's option and as necessary to cover Lessee's and any Sublessees' 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 certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.4. Additional Reauiremerits. 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 superlor shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. t essee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL 17V'JV.RY OF ANY KIND, INCLUDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF OR OPERATIONS ON THE AIRPORT U".ER THIS LEASE OR 91111 THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CA USED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENT'S, 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 AGALNST ANY AND ALL CLAIMS OR LAWSUITS FOR 6-11HPCIM END 12 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, WHETLI'ER 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 THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OFLESSOR, ITS OFFICERSAGENTS„ 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 ANYIMPROVEMENTS THEREON WHICHARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS .OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE 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 'TIME PREMISES 1.4. TERWNATION. 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 Charecs. 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. 13 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 ol'the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds ibr immediate termination of this Lease by Lessor as to that Phase, or portion oFthe 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 ol'rent, 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 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 efTective 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 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 ternnation. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem From Lessor's termination of this Lease or a part of this Lease as the case may be, or any act incident to Lessor's assertion of its right to 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 by this Lease without the 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 Lossor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, lives and charges. CIYY 5EC",';�1A0' 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 tiling. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate 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 ASSESSMENTS. Lessee agrees to pay any and all federal, state or Iocal taxes, or assessments which may lawfully be levied against Lessee due to Lessee's ownership of the Promises or any improvements or property placed on the Premises by Lessee as a result ol'its occupancy. 19, COMPLIANCE. WITH LAWS, ORDINANCES, RULES AND RIC, 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 unlawfid 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 immediate breach of this Lease. 19.2 Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the 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 Minimum 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. Tf Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. 17 20. NON-DISCRIMINATION COVENANT. 20.1 Lessee, for itself, its personal representatives, successors in 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 Lessees 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 in 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 with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs of the Department of Transportation 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 indenuiify Lessor and hold Lessor harmless. 21. LICENSES AND PERWFS. Lessee shall, at its sole expense, obtain and keep in et7ect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. Civil" ��jlj���}(Q�� U@L 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 firturc occasion. 24. ' VENUE AND JURISDIMON. 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 party should retain attomeys 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. SEVERAI3IILITY & DIVISIBILITY. II' 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 Improvements on the Parcels which make up the Premises as set forth in Section 4.1 are to be satis lied 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 MAJEIU'1ZE. 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 dissters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 19 28. HEADINGS NOT CONTROLLING. Headings 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 conflictwith 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 WIEC, REOF, the parties hereto have executed this Lease in multiples, this 14th day of June, 2006 CITY F WORTI By: Marc Ott V Assistant City Manager ATTEST: By:l V \ drix City Secretar}Q APPROVED AS TO FORM AND LEGALITY: uita Falls I-Iaroer "AssistantA torncy LESSEE NAME: By- Darrell Clendenen �--� Spinks West Side Associates„��� ATTEST: By: (1� C C Z©gS-5�- C,d13` S' C,-ai:6-fq 9- Iq-o5 �' a�-o� 3- opb-C& WKIA UND MY WC10 Y vt• t�''o� yfi, m. 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 Clendencn, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 0 day of3tim 2006 �+ CADEN ANDREW CIARK ej, au +; ?'_ MY COMMISSION EXPIRES Fahrue!Y13,�o10 N ary Public in and for the State of Texas STATE OF TEXAS § COUNTY Ole TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for tho State ofTexas, 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 Dort Worth and that he executed the same as the act of said City of Dort Worth for the purposes and consideration therein expressed and in the capacity therein stated 9 `sey`� GIVEN UNDER MY HAND AND SFAL OF OFFICE this day of 34ae, 2006 Notary Public lie for the State o1"Texas LOOZ '9Z fin(' S38IdX3 NOtSSIWIt'r,D e,yy 31NV-171-UDH r y HETTIE LANE MY COMMISSION EXPIRES JuIY 26, M7 V V V I +ro�y� si