HomeMy WebLinkAboutContract 43304�, -
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FORT WORTH MEACHAM INTERNATIONAL AIRPORT
RIGHT OF FIRST REFUSAL AGREEMENT
LEASE SITE 12N
This AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("Lessor"), a home rule municipal
County, Texas, acting by and through FERNANDO COSTA, its
Manager, and GROUP HOLDINGS, EG, INC., ("Holder"), a
and through JAY H. HESERT, its duly authorized Vice President.
RECITALS
corporation situated in Tairant
duly authorized Assistant City
Texas Corporation, acting by
WHEREAS, on or about May 2, 2006, Ground Holdings EG, Inc. entered into City
Secretary Contract (CSC) No. 35104, a Right of First Refusal Agreement for Lease Site 2W,
consisting of 77,428 square feet of unimproved land space ("Previous Agreement") ; and
WHEREAS, the Previous Agreement contained a five (5) year term ending September
30, 2011; and
WHEREAS, due to an existing building resti-iction line that will inhibit any development
on Lease Site 2W, the Lessor has offered and Holder has agreed, as an equitable exchange, Lease
Site 12N; and
NOW THEREFORE, in consideration of the mutual covenants, promises and
obligations contained herein, the parties agree as follows:
AGREEMENT
1. Premises.
Lessor owns approximately 76,764 square feet of ground space known as Lease Site 12N
("Premises") at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant
County, Texas, identified in Exhibit "A" attached hereto and hereby made a part of this
Agreement for all puiposes. From the effective date of this Agreeinent until April 30, 2014,
Holder shall have a non-transfeirable non-assignable Right of First Refusal to lease all or part of
that parcel of land known as Lease Site 12N, subject to the terms and conditions set forth herein.
2. Compensation.
As consideration for Holder's right of first refusal to Lease Site 12N, Holder shall pay
Lessor the sum of $0,135 cents per square foot comprising the site, $10,363.14 annually, $863.60
monthly.
Right of Fiist Refusal Agreement — Lease Site l2N
Berivzen City of Fc»t Worth and Group Holdings EG, lnc.
Page 1 of4
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3. Prerequisites for Exercise of First Right of Refusal.
Holder's right of first refusal to lease the Premises is subject to Lessor's advance written
approval of such wi-itten plans and specifications and (ii) Holder's reasonable assurance to Lessor
that Holder will commence construction of any approved development within twelve (12)
months following receipt of written FAA Airspace Study approval on the design of same, with
the completion and issuance of the Certificate of Occupancy to be no later than twelve (12)
months after constiuction commences. If Lessor does not approve such plans and specifications
or if Holder does not give Lessor reasonable assurance that Holder will coinmence construction
of arly approved development within twelve (12} months, Lessor shall be under no obligation to
lease the Premises to Lessee.
Holder's rights of first refusal to lease the Premises are also subject to Holder's advance
provision to Lessor of written plans and specifications for the development of the Premises,
which plans and specifications shall meet or exceed any proposed development for the Premises
or any portion thereof by a third party, as reasonably determined in good faith by Lessor in its
sole discretion. If a third party submits a proposal to Lessor for development of the Premises or
any portion thereof, Lessor shall notify Holder in writing as soon as practicable and shall give
Holder not less than one hundred twenty days (120) to submit its own proposal for development
of the Premises or any portion thereof. If (i) Holder fails to submit such a proposal in accordance
with Lessor's instructions or (ii) Holder's proposal for development of the Premises does not
meet or exceed any proposed development for the Premises or any portion thereof by a third
party, as reasonably determined in good faith by Lessor in its sole discretion, then Lessor shall be
free to lease the Premises to a third party and Holder shall no longer have any rights in or to the
Premises.
4. Assignment.
This Agreement may not be assigned by operation of law or otherwise without the
express written consent of Lessor; provided, however, that Holder's 1-ights hereunder may be
assi�ied or otherwise transferred to any affiliate or associated entity of Holder with Lessor's
consent, not to be unreasonably withheld.
[Signature Pages Follow]
Right of Fiist Refusal Agreement — Lease Site 12N
Between City of Fort Worth and Group Holdings EG, Inc.
Page 2 of 4
IN WITNESS � WHEREOF the parties hereto have executed this Agreement in
multiples on this the � day of �.���/1 � , 2012.
CITY OF FORT WORTH:
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By: C%YYswsr+i:i �.I�I�--� �`
Fei-nando Costa
Assistant City Manager
Date: 6�//�/.Z
STATE OF TEXAS
COUNTY OF TARR.ANT
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BEFORE ME, tlie 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 the foregoing instrument, and acicnowledged 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
2012.
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EVONIA DANI�LS
MY COMMISSION EXPIRES
July 10, 2�1�
APPROVED AS TO FORM
AND LEGALITY:
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By �'� � ,i."u 4 � L 4y�� �
Charlene Sanders
Assistant City Attorney
M&C: �� ��V�-1
Date: � I ��1 , � z
Right of Fi�st Refusal Agreement — Lease Site 12N
Behveen City of Foit Worth and Group Holdings EG, Inc.
Page 3 of 4
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day
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otary Public in and for the State of Texas
ATTEST:
B j�: ` ) ' �f
Mary J. Kays;
City Secretar:
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'�, ��FFl�IAL R��O�� `
'� �ITY SECRETARY �
F'�, WORTH, TX
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LESSEE:
GROUP HOLDINGS EG, INC.
BY� -- ���
Jay H. �-Iebert �!
Vice President
Date: , � ��
STATE OF TEXAS
COUNTY OF ��
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ATTEST:
By:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Jay H. Hebert, known to me to be the person whose name is
subscribed to the foregoing instniment, and acknowledged to me that the same was the act of
Group Holdings EG, Inc. and that s/he executed the same as the act of Group Holdings EG,
Inc. for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
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2012.
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RARBAF�q A. g�LL
NOTARY PUBLIC
STATE OF TEXqS
My Comm. Exp, p7.0&2015
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Public in and for the Stat�'of Texas
Right of Fiist Refiisal Agreement — Lease Site 12N
Behveen City of Fort Worth and G�oup Holdings EG, Inc.
Page 4 of 4
Exhibit "A"
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION;' Approved' on 518120'! 2
DATE: Tuesday, May 08, 2012 REFERENCE NO.: **G25604
LOG NAME: 55FTW ROFR GRPHOLDEG
SUBJECT:
Authorize Execution of a Right of First Refusal Agreement with Group Hoidings EG, Inc., for Lease Site
12N at Fort Worth Meacham International Airport (COUNCI� DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Right of First Refusal Agreement wifih
Group Hoidings EG, Inc., for lease site 12N at Fort Worth Meacham International Airport.
DISCUSSION:
On May 2, 2006, (M&C C-21423) the City Council authorized the execution of a Right of First Refusal
(ROFR) Agreement with Group Holdings EG, Inc. (Group Holdings), for 77,428 square feet of unimproved
land known as lease site 2W at Fort Worth Meacham International Airport. This Agreement was effective
for five years and expired on September 30, 2011.
When Group Holdings requested a new ROFR Agreement for lease site 2W, it was discovered by the
Aviation Staff that an existing building restriction line would inhibit any development on lease site 2W.
Therefore, the request could not be approved. To cure the situation, the Aviation Department has offered,
and Group Holdings has accepted as an equitable exchange, a tract of ground space known as lease site
12N.
The ROFR Agreement will be for a lease of 76,764 square feet of ground space at Fort Wortli Meacham
International Airport. Group Holdings shall have this ROFR for lease site 12N for two years. In accordance
with established policy, if a third party brings forward a written proposai to lease and develop such
property, Group Holdings will have 90 days to submit pians and specifications for the lease and
development of the same site that meet or exceed the third party proposal. In such event, Group Hoidings
wiil have the right to lease and develop the site. If Group Holdings does not submit plans and
specifications for the lease and development of the site that meet or exceed the third party proposal within
90 days, then the third party will have the right to lease the site and Group Holdings will forfeit all rights to
the site.
In return for the ROFR Agreement, Group t=loldings will pay the City of Fort Worth an annual fee equal to
$0.135 cents for each square foot comprising the site. The revenue generated from this Agreement is
anticipated to be $10,363.14 annually, $863.60 monthly.
This matter was presented to the Aviation Advisory Board (AAB) at its April 19, 2012, regularly scheduled
meeting. The AAB recommends that the City Council authorize the execution of this ROFR Agreement.
The property is located in COUNCIL DISTRICT 2.
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Logname: SSFTW ROFR GRPHOLDEG Page 1 of 2
TriQ Financial Management Services Director certifies that the Aviation Department is responsible for the
collection and deposit of funds due to the City.
FUND CENTERS:
TO Fund/Account/Centers
PE40 491052 0551101
CERTIFICATIONS:
Submitted for City Manager's Office bLr.
Oriqinatina Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
$10,363.14
Fernando Costa (6122)
Bill Welsted (5402)
Jonnie Huitt (5409)
ATTACHMENTS
1. 0402 Group Holdinqs EG lnc ROFR Exhibit A.pdf (Public)
Logname: SSFTW ROFR GRPHOLDEG Page 2 of 2