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Home My WebLink AboutContract 34012 .A 1 1 QC1 9ETARYY�C .C��J TI-�.��T NO. AMENDMENT NO. 2 TO CITY SECRETARY CONTRACT NO. 23685 FBO GROUND LEASE AGREEMENT THIS AMENDMENT NO. 2 TO FBO GROUND LEASE AGREEMENT (this "Amendment") is made effective as of the 3rd day of August 2006 , by and between the City of Fort Worth , Texas , hereinafter referred to as "City" , and FBO Partners , Ltd . , a Texas limited partnership, hereinafter referred to as "Lessee" . RECITAL A. City and Lessee entered into that certain FBO Ground Lease Agreement, dated October 14, 1997; City Secretary Contract No. 23685 (the "Original Ground Lease"), a lease of real property at Fort Worth Alliance Airport, as more particularly described in the Ground Lease. B. City and Lessee amended the Original Ground Lease by entering into Amendment No. 1 to City Secretary Contract No. 23685, dated January 23, 2003 (the "Amendment No. 1"). C. The Original Ground Lease, as amended by Amendment No. 1, is referred to herein as the "Ground Lease". D. City and Lessee wish to amend the Ground Lease to provide that title to the Improvements (as defined in the Ground Lease) are vested in the City from the date of completion of construction or installation of the Improvements. AGREEMENT NOW, THEREFORE, in consideration of the premises contained herein and in the Ground Lease and the benefits to be derived by the parties hereto, City and Lessee agree as follows: 1. Section 5.6 of the Ground Lease is hereby amended, in its entirety, to read as follows: Fee simple title to all Improvements located on the Leased Premises shall vest in the City free and clear of any and all claims by any Leasehold Mortgagee (provided, however, that any Leasehold Mortgagee shall retain its leasehold mortgage claim on the Lessee's leasehold interest in and to the Leased Premises, including, without limitation, the Improvements), free and clear of any and all claims on the part of Lessee (provided, however, that Lessee shall retain its leasehold interest in and to the Leased Premises, including, without limitation, the Improvements), and free and clear of any mechanics' and materialmen's liens by any person on account of any repair or improvement work done or to be done under the terms hereof by Lessee. The vesting of title in the City at the time specified is a part of the consideration for this Ground Lease. The City shall not be liable (i) to assume, take subject to, or otherwise be responsible for the payment or performance of the Lessee's obligations under any Leasehold Mortgage (as hereinafter defined) or (ii) to Lessee or Lessee's contractors, Sublessees, or anyone else, for the value of any Improvements constructed or located on the Leased Premises i 2. Section 8.2 of the Ground Lease is hereby modified and amended by adding the words "Lessee's leasehold interest in and to the Improvements" following the words "covered the" in the 3rd line of said section, so that the first sentence of such Section 8.2 shall be revised to read as follows: In the event any Improvements, insurable or uninsurable, on the Leased Premises are damaged or destroyed, the use of all insurance proceeds and Lessee's obligations, if any, to rebuild shall be governed solely by any Leasehold Mortgage(s) that covered the Lessee's leasehold interest in and to the Improvements at the time of the damage or destruction. 3. Section 13.1 of the Ground Lease shall be amended, in its entirety, to read as follows: In the event that the Leased Premises or any part thereof shall be condemned and taken by authority of eminent domain for any purpose during the term of this FBO Ground Lease or sold to such authority in lieu of a taking (collectively, a "condemnation"), any award which shall be made as a result of such condemnation (i) if for the fee interest in the Leased Premises exclusive of the Improvements placed, located, or constructed thereon, shall be paid to the City and (ii) if for the leasehold interest in the Leased premises or for any interest in any Improvements placed, located, or constructed thereon, shall be paid to the Lessee and any Leasehold Mortgagees in accordance with the rights under any Leasehold Mortgages. Either party, consistent with its rights under applicable law, may appear in any such condemnation proceeding and present its claims for damages, if any, arising from such condemnation. 4. The first sentence of Section 19.1 of the Ground Lease shall be amended as follows: Notwithstanding any other provision in this FBO Ground Lease to the contrary, upon any default by Lessee of any provision of this FBO Ground Lease or upon any termination of this FBO Ground Lease for any reason (including, but not limited to, any such default by Lessee), the City's sole and exclusive remedy shall be to re-enter and take possession of the Leased Premises (or portion thereof) and the Improvements (or any portion thereof) then located, placed, or constructed thereon, free from any claims by Lessee. 5. Except as hereby amended, all other provisions of said Ground Lease remain unchanged and in full force and effect, and the Ground Lease is hereby ratified and affirmed. In the event of a conflict between the terms and conditions of the Ground Lease and this Amendment, the terms and conditions of this Amendment shall control. [SIGNATURE PAGES FOLLOW] EXECUTED to be effective for all purposes as of C lqi CITY: CITY OF FORT WRTH AFfROVIEA TO FORM AND LEGALITY: By: City Manager Assistant City Attorney Marc A. Ott Assistant City Manager Attested By: LESSEE: FBO PARTNERS, LTD. By: Hillwood Alliance Management, L.P., )•tarty Hen a Texas limited partnership, City Secreta y its general partner By: Hillwood Alliance GP, LLC, a Texas limited liability company, NO M&C J-�`QTAIIPD its general partnerBy: Consented to: HW FINANCE, L.P., a Texas limited partnership By: Hillwood Alliance GP, LLC, a Texas limited liability company, its sole generZptner By: Name: Oma Title: Executive Vice President THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned notary public, on this day personally appeared cmc City Manager, the City of Fort Worth, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this,;;Fff day of , 2006. HETTIE LANFZ COMMISSION EXPIRES. Notary Public in and for the State of Texas 4 9`' ';U 2J, '�OU7 Y THE STATE OF TEXAS COUNTY OF 1CUrQ-T t This instrument was acknowledged b ore me on 2 f 1`t , 2006, by 1 trnotK Ou-6 re, I c of Hillwood Alliance GP, LLC, a Texas limited liability company, on behalf of said limited liability company in its capacity as general partner of Hillwood Alliance Management, L.P., a Texas limited partnership, on behalf of said limited partnership, in its capacity as general partner of FBO Partners, Ltd., a Texas limited partnership, on behalf of said limited partnership. o��Pe K R KILLMAN I ) l J -VY� C * ;'I NOTARY PUBLIC Notary Public in and for the State of Texas '�T'-' V_022 State of Texas;``r Comm. Exp. 04-28-2007 THE STATE OF TEXAS COUNTY OFl�Q I I a S This instrument was acknowledged before me on JU11P, ( , 2006, by (Y1 1 omus M,a S on , 4F Xrc. Vice Aes4enrof Hillwood Alliance GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of HW Finance, L.P., a Texas limited partnership, on behalf of said limited partnership. B.JE (I OLIVER -- NOe MC STATEOFT uAs Notary lic in and for the State of Texas 0 SEPTEMBER 15,2008 �4 e�� (� QD R,�:u`I f S Ih