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Home My WebLink AboutContract 26467 CITY SECRETARY ."ONTRACT 110. AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 24041 UNIMPROVED GROUND LEASE AGREEMENT This AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 24041 ("Amendment") 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 KIMBELL, INC. ("Lessee"), a Nevada corporation acting by and through Joe K. Pace, its duly authorized President. Recitals The following preliminary statements are true and correct and form the basis of this Amendment. A. Lessor and Lessee previously entered into an Unimproved Ground Lease Agreement ("Lease") for the lease and demise of certain real property identified in the Lease ("Premises") at Fort Worth Spinks Airport ("Airport'). The Lease is a public document on file in Lessor's City Secretary's Office as City Secretary Contract No. 24041. B. The Lease provides that Lessor shall take title to all improvements on the Premises upon the expiration or earlier termination of the Lease. C. The parties have agreed that Lessor shall take full title to all improvements on the Premises upon the Effective Date rather than upon the expiration or earlier termination of the Lease. Lessor is willing to amend the Lease to provide that Lessor will take title to all improvements on the Premises upon the Effective Date solely in accordance with the terms and conditions of this Amendment. The Effective Date was September 7, 1999. D. Lessor and Lessee further wish to amend the Lease to clarify Lessee's responsibilities for maintenance and repairs to the Premises. Agreement Therefore, Lessor and Lessee agree as follows: 1. The last sentence of Section 4.1 of the Lease ("Mandatory Improvements by Lessee") is hereby deleted and replaced with the following: Subject to Lessee's leasehold interest in the Premises, Lessor shall take full title to the Mandatory Improvements on the Effective Date, as defined in Section 2.1 of this Lease. g Page 1 �UU U ��::It�ISIIWUSU Amendment No.2 to City Secretary Contract No.24041 R. 111171A, -,�r� FEZ between City of Fort Worth and Kimbell,Inc. o u p 2. The last sentence of Section 4.2 of the Lease ("Discretionary Improvements by Lessee") is hereby deleted and replaced with the following: Subject to Lessee's leasehold interest in the Premises, Lessor shall take full title to any Discretionary Improvements on the Premises upon the issuance of a certificate of occupancy for such improvements or, if a certificate of occupancy is not required for any given Discretionary Improvement, upon acceptance in writing by Lessor of such Discretionary Improvement. 3. The following sentences are hereby added to the end of Section 5 of the Lease ("Use of Premises"): On at least a quarterly basis and at any time upon demand by Lessor, Lessee shall also supply Lessor's Airport manager with an updated list of all Sublessees, their mailing addresses, their telephone numbers, and the location within the individual hangars constructed as part of the Mandatory Improvements in which their aircraft is stored. Lessee acknowledges that some Sublessees may request Lessor to tow or move their aircraft from or into the hangars in connection with Lessor's provision of fixed base operator services, and Lessee hereby consents to such ingress to and egress from the Premises by Lessor for such purposes. 4. The following sentence is hereby added to the end of Section 8.1 of the Lease ("Maintenance and Repairs by Lessee"): Lessee, at Lessee's sole cost and expense, shall (i) provide waste oil containers, waste filter containers, waste fuel containers and trash dumpsters of a reasonable number requested from time to time by Lessor and (ii) arrange for the disposal and transport off the Airport of all oil and garbage deposited in these receptacles in accordance with any applicable federal, state and local laws, ordinances, rules and regulations. 5. The following provision is hereby added to Section 10 of the Lease ("Rights, Reservations and Obligations of Lessor"): 10.7. Lessor shall have the right to use, exclusively and for its own purposes, the equipment room in Hangar 13SW ("Equipment Room") as depicted and identified on Exhibit "C", attached hereto and hereby made a part of this Lease for all purposes. Lessor shall not pay Lessee any compensation for Lessor's exclusive use of the Equipment Room. Lessor, at Lessor's sole cost and expense, shall maintain and perform all repairs to the Equipment Room,but shall not be responsible for any Page 2 C9�('•,��. Amendment No.2 to City Secretary Contract No.24041 �(��J�SU between City of Fort Worth and Kimbell,Inc. Ir�u U NJ�I�G�L;I�i;1US U 7, WDr11CH4 FIE maintenance or repairs to Hangar 13SW for which Lessee is responsible and that incidentally involves the Equipment Room. 6. The first paragraph of Section 13 of the Lease ("Indemnification") is hereby deleted and replaced with the following: LESSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARCTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS AND/OR SUBCONTRACTORS. IN ADDITION, LESSEE,AT LESSEE'S OWN COST AND EXPENSE, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, SUIT, DEMAND OR ACTION TO THE EXTENT THAT THE SAME ARISES, IN WHOLE OR IN PART, FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS AND/OR SUBCONTRACTORS. 7. The following sentence is hereby added to the end of Section 18 of the Lease("Taxes"): Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessor due to Lessee's use or occupancy of the Premises or property placed on the Premises by Lessee as a result of its occupancy, including, but not limited to, the Mandatory Improvements and any Discretionary Improvements. 8. The following provisions are hereby added to the Lease: 30. DAMAGE OR DESTRUCTION TO PREMISES. In the event of fire or other casualty which damages or destroys thirty percent (30%) or more of the improvements on the Premises, the following provisions shall apply: Page 3 J!(Ifll(��l'u U�16�GVU D Amendment No.2 to City Secretary Contract No.24041 r0L�r � Q� between City of Fort Worth and Kimbell,Inc. ft tSUWU11( 30.1. Coverage by Lessee's Insurance. 30.1.1. If the damage or destruction occurs at any time prior to two (2) years from the date of expiration of the Initial Term, Lessee's property insurance, as required by Section 11.1 of this Lease, shall be primary to any insurance on the Premises carried by Lessor and shall be used exclusively to repair or rebuild the damaged or destroyed portions of the Premises. In such an event, (i) the Initial Term of this Lease shall be extended for a period equal to one (1) year or the time between the date of such damage or destruction and the date that the final certificate of occupancy is issued for the repaired or rebuilt portions of the Premises, whichever is longest, and (ii) rent shall proportionally or pro rata be abated between the date of such damage or destruction and the date that the final certificate of occupancy is issued for the repaired or rebuilt portions of the Premises. Lessee shall be responsible for oversight of all repairs or reconstruction on and to the Premises and shall repair or rebuild the damaged or destroyed portions of the Premises to the size and standards that meet or exceed the size and standards of such portions of the Premises prior to the damage or destruction. All repair and reconstruction activities carried out by or on behalf of Lessee shall be conducted in accordance with Sections 4.2 through 4.8 of this Lease. 30.1.2. If the damage or destruction occurs in the time period between two (2) years prior to the expiration of the Initial Term and one (1) year prior to the expiration of the Initial Term, (i) this Lease shall terminate as of the date of damage or destruction; (ii) Lessor shall reimburse Lessee the prorated amount of any rent paid for a period of time beyond the date of damage or destruction; (iii) Lessee, at Lessee's sole cost and expense, shall promptly demolish the improvements in accordance with Lessor's instructions and shall clear and remove all resulting debris from the Airport, provided that Lessee shall not be obligated to remove any concrete pads, tarmacs, taxiways or foundations; and (iv) Lessee shall pay Lessor forty percent (40%) of any insurance proceeds it receives for improvements on the Premises. 30.1.3. If the damage or destruction occurs within one (1) year of the expiration of the Initial Term, or during any Renewal Term or holdover period, (i) this Lease shall terminate as of the date of damage or destruction; (ii) Lessor shall reimburse Lessee the prorated amount of any rent paid for a period of time beyond the date of damage or destruction; (iii) Lessee, at Lessee's sole cost and expense, shall promptly demolish the improvements in accordance with Lessor's instructions and shall clear and remove all resulting debris from the Airport,provided that Lessee shall not be obligated to remove any concrete pads, tarmacs, taxiways or Page 4 Amendment No.2 to City Secretary Contract No.24041 between City of Fort Worth and Kimbell,Inc. n rri4 �U` n yr foundations; and (iv) Lessee shall pay Lessor seventy percent (70%) of any insurance proceeds it receives for improvements on the Premises. 30.2. Repair or Reconstruction by Lessor. For damage or destruction that occurs at any time prior to two (2) years from the date of expiration of the Initial Term, and if Lessee fails to carry property insurance in accordance with Section 11.1 of this Lease or otherwise fails to supply funding necessary to repair or rebuild the Premises to substantially its former condition, Lessor, at Lessor's sole option, may (i) terminate this Lease upon thirty (30) days' advance written notice to Lessee or (ii) repair or rebuild the Premises substantially to its former condition at Lessor's own cost and expense. If Lessor notifies Lessee in writing within thirty (30) days following the date of damage or destruction that Lessor intends to undertake the necessary repairs or reconstruction, this Lease shall continue in effect and, for the period of time between the date of damage or destruction and the date a certificate of occupancy is issued for the portion of the Premises that was rendered untenable, rent shall be proportionally reduced by the amount of square footage rendered untenable. Upon the issuance of a certificate of occupancy and thereafter, rent shall comply with the Schedule of Rates and Charges in effect at the time as they apply to the Premises as improved by Lessor. In other words, if Lessee was paying an unimproved ground rate and, pursuant to this Section 30.2, Lessor repaired or rebuilt an aircraft hangar originally constructed by Lessee, then the subsequent rental rate would not be that for unimproved land, but rather that which applied to similar hangar space at the Airport at the time. 9. Any capitalized terms used in but not defined by this Amendment shall have the same meanings provided by the Lease. 10. All provisions and conditions of the Lease that are not expressly amended herein shall remain in full force and effect. EXECUTED in multiples this-V d y of ,2000. CITY OF FORT WORTH: KIMBELL, INC., a Nevada corporation: By: By: a�l Ramon Guajardo oe K ace Assistant City Manager ident Page 5 / Amendment No.2 to City Secretary Contract No.24041 �J��j��'G� � ED between City of Fort Worth and Kimbell,Inc. .� (1U��1f( Ir111 f��// ATTEST: ATTEST: By: By:. �1 Glori Pearson 1A-19/-eo City Secretary APPROVED AS TO FORM AND LEGALITY: Peter Vaky Assistant City Attorney M&C No. C —/83 9.S Page 6 Amendment No.2 to City Secretary Contract No.24041 between City of Fort Worth and Kimbell,Inc. 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 Joe K. Pace, 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 KIMBELL, INC., and that he executed the same as the act of KIMBELL, INC. as its President for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2000. ?p�""v ou� BRENDA NOEL NOTARY PUBLIC STATE OF TEXAS Notary Public in and for the State of Texas art My Comm Exp.02-08-2004 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 Ramon Guajardo, 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 as its Assistant City Manager for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ,.-'I day of , 2000. Not Public in and f r t e State of Texas IsComm. SMAN JAIL ODLENOTARY PUBLICState of Texas EV.01-20-2D Amendment No.2 to City Secretary Contract No.24041 between Cityof Fort Worth and Kimbell,Inc. 1 Y 71 . lirr� 7 _L�_ o City of Fort Worth, Texas "affor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 12/19/00 **C-18395 1 55AMEND-2 1 of 2 SUBJECT AMENDMENT NUMBER 2 TO CITY SECRETARY CONTRACT (NO. 24041) GROUND LEASE AGREEMENT WITH KIMBELL, INC. AT FORT WORTH SPINKS AIRPORT RECOMMENDATION: I CI It is recommended that the City Council authorize the City Manager to execute Amendment No. 2 to �I City Secretary Contract (No. 24041) (Lease), a Ground Lease Agreement with Kimbell, Inc. at Fort Worth Spinks Airport (Airport), in order for the City to take title to any improvements constructed on the leased premises upon the completion date of the improvements rather than upon expiration or termination of the Lease. W DISCUSSION: On July 29, 1997 (M&C L-24041), the City Council approved and, pursuant to that approval, the City entered into a Ground Lease Agreement with Kimbell, Inc. (Lessee) for the lease of 300,000 square feet of property at the Airport. The Lessee subsequently constructed T-hangars on the premises in connection with the City. Under the terms of the Lease between the City and Lessee, the Lessee would retain title to any improvements it constructed on the premises. Title to those improvements would pass to the City upon expiration or termination of the Lease. At the time the lease was approved, the Tarrant Appraisal District (TAD) did not assess taxes on singular improvements on the Airport. It was the City's understanding and agreement that the improvements would not be taxed. TAD recently opined that improvements at an airport are subject to property taxation unless those improvements are owned by the owner of the Airport. Although TAD has not previously assessed taxes on the improvements currently located on the premises, it has indicated that it will do so in the future if they are owned by a party other than the City. The Lessee has requested that the Lease be amended to provide that the City will take title to any improvements on the premises upon their completion. Upon the effectiveness of this amendment, the City will take title to existing improvements on the premises. City staff has no objection to the Lessee's request. The amendment will also clarify the Lessee's responsibility for maintenance and repairs to the premises. This property is located in COUNCIL DISTRICT 8. City of Fort Worth, Texas IMayar andCaun"K Communicationiq DATE REFERENCE NUMBERLOG NAME PAGE 12/19/00 **C-18395 55AMEND-2 2 of 2 SUBJECT AMENDMENT NUMBER 2 TO CITY SECRETARY CONTRACT (NO. 24041) GROUND LEASE AGREEMENT WITH KIMBELL, INC. AT FORT WORTH SPINKS AIRPORT FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. RG:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) WROVED Ramon Guajardo 6140 CITY COUNCIL Originating Department Head: DEC 19 2W Lisa A.Pyles 5400 (from) Additional Information Contact: City aFP` Le City of FortJca.; , t' sas Luis Elguezabal 5401