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AMENDMENT NO.3
CITY SECRETARY CONTRACT NO. 25212
GROUND LEASE AGREEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 1-S
This AMENDMENT NO. 3 TO CITY SECRETARY CONTRACT NO.
25212 ("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 acting by and through Marc Ott, its1 authorized Assistant City
Manager, and SANDPIPER AIRPORT INN, INC. (`41. a Texas corporation
acting by and through Don Hansen, its duly authorized President. J
RECITALS
The following introductory provisions are true and correct and form the basis of
this Amendment.
A. Lessor and Lessee previously entered into City Secretary Contract
("CSC") No. 25212, a lease of approximately 172,191 square feet of land at Fort Worth
Meacham International Airport ("Airport") known as the Hangar No. 1-S lease site.
B. CSC No. 25212 was subsequently amended by CSC No. 26073 under
which Lessor agreed to extend the lease term by then (10) years in return for Lessee's (i)
giving up approximately 21,785 square feet of land on the Hangar No. 1-S lease site for
aviation-related improvements at the Airport' (ii) making Mandatory Improvements, as
defined in CSC No. 26073, to the motel on the Hangar No. 1-S lease site (the "Motel");
and (iii) securing a Major Hotel Operator, as defined in CSC No. 26073, to operate the
Motel.
C. CSC No. 25212 was subsequently further amended by CSC No. 27689
under which the parties agreed that Section 30 of the lease (Major Hotel Franchise), as set
forth in CSC No. 26073, was deleted in its entirety. CSC Nos. 25212, 26073, and 27689
shall collectively be referred to hereinafter as the "Lease".
D. Lessee is making significant discretionary improvements to lease Site 1-S
that are authorized under the Lease to return the space formerly used as a hotel to its
original configuration as an aircraft storage hangar and so that after the reconfiguration is
complete Lease Site 1-S may be used by Texas Aviation Services, Inc., as sublessee, as
additional aircraft storage space.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Lessor and Lessee agree as follows:
1. Section 2.1.4 of the Lease (Term), as added by CSC No. 26073, is herel: � t} ,f;
in its entirety and replaced with the following: ,
D �
Page 1
Amendment No.3 to City Secretary Contract No.25212
Between City of Fort Worth and Sandpiper Airport Inn,Inc.
a
2.1.4 Term.
Subject to Section 2.1.2 of this Lease, as amended, the term ("Initial
Term") of the Lease shall commence on September 8, 1999 ("Effective Date")
and expire at 11:59 P.M. CDT on May 31, 2026, unless terminated earlier as
provided by this Lease.
If Lessee performs and abides by all material provisions and conditions of
this Lease, upon expiration of the Initial Term of this Lease, Lessee shall have
two (2) consecutive options to lease the premises for two (2) additional successive
terms of five (5) years each (to 11:59 P.M. CDT on May 31, 2031, and to 11:59
P.M. CDT on May 31, 2036; each a "Renewal Term"), subject to Section 3.4 of
this Lease. 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 first 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.
If Lessee holds over after the expiration of the term of this Lease, this action will
create a month-to-month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay Lessor all applicable rentals, fees and charges at the
rates provided by Lessor's Schedule of Rates and Charges or similarly published
schedule in effect at the time.
2. Section 3.2 of the Lease (Rent Adjustments) is hereby deleted in its entirety and
replaced with the following:
Upon written notice from Lessor to Lessee delivered within thirty (30)
days prior to (i) October 1, 2001; (ii) October 1, 2006; (iii) October 1, 2011; (iv)
October 1, 2016; (v) October 1, 2021; (vi) October 1, 2026; (vii) October 1, 2031;
and (viii) October 1, 2036, respectively, Lessor shall have the right, but not the
duty, to adjust the annual rent payable for the Premises under this Lease to
conform to rentals then prevailing at the Airport for comparable unimproved land;
provided, however, that such an increase shall not exceed ten percent(10%) of the
amount of annual rent paid by Lessee during the twelve-month period
immediately preceding the date of Lessor's written notice.
3. Section 3.3 of the Lease (Additional Compensation, relating to the operation of a
restaurant on the Premises) is hereby deleted in its entirety.
4. Section 8 of the Lease (Use of Premises) is hereby revised to delete the following
language from the first sentence of the section: "(i) a first-class restaurant with sales of
food, drinks and alcoholic beverages; (ii) a motel; (iii)".
5. Section 15 of the Lease (Notices) is hereby revised to change the address for
Lessee to read as follows:
Page 2
Amendment No.3 to City Secretary Contract No.25212 L y� Y jei
Between City of Fort Worth and Sandpiper Airport Inn,Inc. 71
,�
To LESSEE:
Sandpiper Airport Inn Inc.
Attn: Timothy D. Woodard
Meacham Int'l Airport
Hangar 2S
3901 North Main Street
Fort Worth, TX 76106
6. Sections 29 (Mandatory Improvements), as set forth in CSC No. 26073, is hereby
deleted in its entirety.
7. Pursuant to Section 7 of the Lease, Lessor hereby confirms that all modifications,
renovations or improvements on the Premises as of the effective date of this Amendment
have been properly approved by the Director; that the plans for such construction and
improvements have been approved by the City's Departments of Development,
Engineering and Transportation and Public Works; and that as-built drawings of the
currently existing improvements have been provided to the Director.
8. Pursuant to Section 16 of the Lease, Lessor hereby grants its advance written
'.'—Inc
consent for Lessee to sublease the entirety of the Premises to Texas Aviation Services,
Inc., an the transfer of stock ownership of Don Hansen and Fay Hansen to stock
ownership of SAI Acquisition Company, LLC, of which Timothy D. Woodard is the
current President.
9. All provisions and conditions of the Lease that are not expressly amended herein
or directly in conflict with the provisions and conditions of this Amendment shall remain
in full force and effect.
Page 3
Amendment No.3 to City Secretary Contract No.25212
Between City of Fort Worth and Sandpiper Airport Inn, Inc.
IN WITNESS WHEREOF, the parties have executed this Agreement in multiple originals as of
the latest date set forth below.
CITY OF FORT WORTH: SANDPIPER AIRPORT INN, INC.
a Texas corporation
By: By:
arc A. Ott on Hansen
Assistant City Manager President
Date: � f Date:
e�
ATTEST: ATTEST:
By: By:
Marty Hendri
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Maleshi B. Farmer
Assistant City Attorney
M&C NO. C-21462 5-16-06
Page 4
Amendment No.3 to City Secretary Contract No.25212
between City of Fort Worth and Sandpiper Airport Inn,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 Don Hansen, 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
SANDPIPER AIRPORT INN, INC., and that he executed the same as the act of SANDPIPER
AIRPORT INN, 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 ,
2006.
[seal] ,
Not(/Pub in and for the State of Texas
.rte
STATE OF TEXAS JUDY C. NICKISON
§ '. : : Notary Public,State of Texas
c s My Commission Expires
December 17,2007
COUNTY OF TARRANT § " """
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Marc A. 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
CITY OF FORT WORTH, and that he executed the same as the act of CITY OF FORT
WORTH, as its Assistant City Manager for the purposes and consideration therein expressed
and in the capacity therein stated.
�C{
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2006.
[seal]
Notary Public in and for the State of Texas
E LANE
01�. iEt'ahlrSSioV EXPIRES
Ju?y 26,2107
Page 5
Amendment No.3 to City Secretary Contract No.25212 � t• n riK�N y-i,� ;n
between City of Fort Worth and Sandpiper Airport Inn,Inc.
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/16/2006
DATE: Tuesday, May 16, 2006
LOG NAME: 551NN AMEND REFERENCE NO.: C-21462
SUBJECT:
Authorize the Execution of an Amendment to City Secretary Contract No. 25212 an Unimproved
Ground Lease with Sandpiper Airport Inn, Inc. for Lease Site 1S at Fort Worth Meacham
International Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to City
Secretary Contract (CSC) No. 25212, an Unimproved Ground Lease with Sandpiper Airport Inn, Inc. for
Lease Site 1 S at Fort Worth Meacham International Airport, extending the term of the lease for ten years
with two five year options to renew in exchange for discretionary improvements to Lease Site 1 S.
DISCUSSION:
On February 14, 2006, (M&C C-21287) City Council authorized discretionary leasehold improvements to
lease site 9S at Meacham International Airport as was proposed by Mr. Don Hansen, President of
Sandpiper Aviation. The action also authorized a ten year extension with two five year options to renew
CSC contract nos. 9779, 17322, 17325, 17327 and 25212. The extensions were contingent upon the
completion of certain leasehold improvements as were proposed by Mr. Hansen. Subsequent to that
request, Mr. Hansen notified staff that the contracting entity that is a party to CSC no. 25212 was a
separate entity operating under the name Sandpiper Airport Inn, Inc. and as such should be separate from
the other contracts.
Mr. Hansen has now proposed to make discretionary improvements to lease Site 1S that are authorized
under the current agreement and desires to use those discretionary improvements pursuant to the
extension previously proposed under M&C C-21287. The improvements include returning the hotel to its
original configuration as an aircraft storage hangar. Mr. Hansen has indicated in his proposal that the
estimated cost of the discretionary improvements will be $450,000.
Texas Aviation Services, Inc. (TAS) leases site 2S at the airport which is adjacent to lease site 1S. TAS
requires additional aircraft storage space. As a result of a government contract to refurbish military
helicopters, TAS has negotiated with Sandpiper Airport Inn, Inc. for the use of Lease Site 1S contingent
upon the reconfiguration of the facility as a hangar.
.Staff is in support of this action because the hotel facility has not been occupied for many years and the
facility has become obsolete due to its age and condition.
Fort Worth Meacham International Airport is located in Council District 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/21/2006
Page 2 of 2
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Marc Ott (8476)
Originating Department Head: Mike Feeley (871-5403)
Additional Information Contact: Mike Feeley (871-5403)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/21/2006