HomeMy WebLinkAboutContract 46530-T1A1 CITY SECRETAW
CONTRACT NO. TI A L
EARLY LEASE TERMINATION AGREEMENT
2140 AND FIRST AMENDMENT TO
� ��FOACW4 '; FACILITIES LEASE
GCCtS �p�f BETWEEN THE CITY OF FORT WORTH AND
TEXAS AERO ENGINE SERVICES, LLC
WHEREAS, the City of Fort Worth ("Landlord") accepted assignment from
AllianceAirport Authority, Inc. of a facilities lease agreement ("Lease") with Texas Aero Engine
Services, L.L.C. ("Tenant") (City Secretary Contract No. 46530) effective February 5, 2015 for
the Leased Premises located at 2100, 2102 and 2112 Eagle Parkway, Fort Worth, Texas, at the
Alliance Fort Worth Maintenance Facility, as more particularly described in the Lease; and
WHEREAS, the Lease provides for a term through January 2025, but with several early
termination options at specific dates, provided Tenant gives a one-year written notice of the
intent to exercise the early termination option;
WHEREAS, pursuant to corporate changes of Tenant, Tenant exercised the early
termination option to be effective as of January 31, 2017, by timely giving the required written
notice, and as of the date of this Amendment, Tenant has already vacated the majority of the
Leased Premises;
WHEREAS, Tenant owns Equipment (as defined below) at the Facility that it intended
to sell by auction by April 1, 2016; and
WHEREAS, Landlord is exploring the potential enhanced marketability of the Leased
Premises with the Equipment remaining at the Leased Premises and the parties have agreed to a
sixty day delay of the Equipment auction in exchange for an earlier termination date of the
Lease.
NOW THEREFORE, for and in consideration of the mutual covenants set forth herein,
and notwithstanding anything in the Lease to the contrary, the parties enter into this Early Lease
Termination Agreement and First Amendment to Facilities Lease (this "Amendment") to be
effective as of April 1, 2016 ("Amendment Effective Date"), and it is agreed by all the parties
hereto as follows:
1. This Amendment shall be construed in conjunction with the Lease and, except as
amended by this Amendment, all of the terms, covenants and conditions of the Lease
shall remain in full force and effect and are ratified and confirmed by this Amendment.
2. All capitalized terms used in this Amendment shall have the meanings ascribed to them
in the Lease unless otherwise defined in this Amendment.
3. The Lease shall terminate on September 30, 2016 ("Early Termination Date"), and
effective as of the Early Termination Date (but except as provided in Sections 8 and 10
Early Lease Termination Agreement and Amendment to Lease OFFICIAO. RECORD
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CITY SECRETARY
AUS-6249546-5 FT. WORTH, TX
below), Tenant shall forever release, quitclaim, and surrender to Landlord all rights of
Tenant in the Facility and the Base, including without limitation the following:
a. Tenant's leasehold estate;
b. All of Tenant's rights of use, access, and other associated rights with respect to the
Shared Facilities, the Central Utility Plant, the Fuel Farm and the IWTF;
c. Tenant's non-exclusive right of ingress and egress through the "east entrance", as
delineated on the Site Plan, and over the existing "east parking lot", as delineated
on the Site Plan; and
d. Tenant's non-exclusive right of access over the driveways and walkways within
the Landlord Adjoining Property, including, without limitation, such areas
between the building labeled "TAESL" on the Site Plan, the CMS Building and
the Hazardous Waste Building;
4. Effective as of the Early Termination Date, and without the necessity of further action on
the part of either party, Tenant forever releases and discharges Landlord from all of
Landlord's obligations under the Lease accruing thereafter, except for those obligations
which expressly survive the termination of the Lease (including without limitation
Sections 8 and 10 below and those provisions identified in Section 9 below), and
Landlord forever releases and discharges Tenant from all of Tenant's duties, liabilities
and obligations under the Lease accruing thereafter, except for those obligations which
expressly survive the termination of the Lease (including without limitation Sections 8
and 10 below and those provisions identified in Section 9 below).
5. Tenant shall pay to Landlord an early termination in the amount (the "Early Termination
Fee") equal to the difference between Two Million Two Hundred Thousand and 00/100
Dollars ($2,200,000.00) and the Rent Credit of Three Hundred Thousand and 00/100
Dollars ($300,000.00) referenced in section 8.1(c)(v) of the lease which, as of the Early
Termination Date, has not been applied against Base Rent, Additional Rent and all other
fees or charges due and payable. The Early Termination Fee shall be due on or before the
Early Termination Date.
6. Effective as of the Early Termination Date, and other than as set forth in the following
sentence, no further Base Rent, Additional Rent, Fees, Utility Costs, Minimum Jet Fuel
Requirement, or payment or reimbursement for any Landlord services shall be due from
Tenant to Landlord. Any Additional Rent, Fees, Utility Costs, Minimum Jet Fuel
Requirement, or other amounts accruing in September 2016 and invoiced in arrears shall
be paid by Tenant.
7. Section 2.3 of the Lease is deleted in its entirety.
8. On or before the Early Termination Date, Tenant shall surrender possession of the
Facility (including all alterations, improvements and additions to the Facility) to
Landlord, and within sixty (60) days after the Early Termination Date, Tenant shall
remove, at Tenant's expense, all of Tenant's removable fixtures, equipment, inventory,
tooling, and appliances ("Equipment") (except for such items of Equipment which the
Early Lease Termination Agreement and Amendment to Lease
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parties mutually agree may be surrendered by Tenant with the Facility), leaving the
Facility in reasonably good condition and repair, ordinary wear and tear and loss or
damage caused by (or otherwise the responsibility of) Landlord excepted. In addition,
within thirty (30) days after the Early Termination Date, Tenant shall remove all of its
Equipment located within the Shared Facilities (except for such items of Equipment
which the parties mutually agree may be surrendered by Tenant with the Shared
Facilities). During the thirty (30) day period after the Early Termination Date, Landlord
shall provide Tenant and its designees with reasonable access to the Leased Premises, the
Shared Facilities, and other portions of the Facility as may be reasonably necessary to
permit Tenant to remove the Equipment pursuant to the preceding sentences.
Notwithstanding the foregoing, Tenant may not remove from the Facility or the Shared
Facilities during the period from April 1, 2016 through June 30, 2016 ("Due Diligence
Period") any of the Equipment, which, for avoidance of doubt, specifically includes all
fixtures and installed equipment in the test cell building from the Facility. During the
Equipment Due Diligence Period, at the request of Landlord, Tenant shall enter into good
faith negotiations for the sale of the Equipment and/or terms for the equipment to remain
with the facility with transfer of ownership of the equipment (excluding that Equipment
which has been sold, or which is sold during the Due Diligence Period, to American,
Rolls-Royce Engine Services Holding Co. or their Affiliates) to Landlord or any other
party designated by Landlord. If, for any reason, the sale of the Equipment and/or terms
for the equipment to remain with the facility with transfer of ownership of the equipment
to Landlord or any other party designated by Landlord does not occur on or before the
expiration of the Due Diligence Period or such other date as agreed to in writing by the
parties, Tenant may begin removing any or all Equipment from the Facility and Shared
Facilities; provided, removal of any Equipment does not materially adversely impact the
operations of any other buildings and/or tenant operations on the Base and that any
damage caused to the Facility or any of the Shared Facilities in connection with the
removal shall be repaired by Tenant to Landlord's reasonable satisfaction at Tenant's
cost. Tenant shall have no further liability with respect to, nor any responsibility to
remove from the Facility, any Equipment or the Shared Facilities which is sold to
Landlord or any other party designated by Landlord. Any of Tenant's Equipment not
removed from the Facility or the Shared Facilities on or before the date that is thirty (30)
days after the Early Termination Date or sold in accordance with the foregoing provision
on or before the Early Termination Date shall, at Landlord's option and upon five (5)
business days' prior written notice to Tenant (during which time Tenant and its designees
will be afforded reasonable access to remove such property subject to the foregoing
requirements regarding damage to the Facility or the Shared Facilities), either become the
property of Landlord or may be removed by Landlord and in such latter event such
removed Equipment shall remain the property of Tenant and Tenant shall pay to
Landlord the reasonable out-of-pocket costs of such removal incurred by Landlord within
ten (10) days after Tenant's receipt of an invoice therefor with appropriate supporting
documentation. This provision shall survive any termination of this Lease; provided,
however, all obligations which survive termination of the Lease shall terminate on the
date that is twelve (12) months after the Early Termination Date, except for such Claims
which have been asserted prior to the expiration of such 12-month period.
Early Lease Termination Agreement and Amendment to Lease
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9. Notwithstanding Section 4 above, the following Sections of the Lease shall survive
termination: 10.5, Taxes and Other Charges (except (A) Tenant's obligations under
clause (i) of Section 10.5 are limited to personal property, furniture or fixtures on the
Facility for the period prior to the Early Termination Date and (B) as attributable to either
the sale of the Equipment, or the Equipment after its sale, pursuant to Section 8 above);
10.6, Audit Right; 12.3, Environmental Procedures and Remediation; 12.4, Tenant
Environmental Indemnification; 12.5, Landlord Environmental Indemnification; 14.3,
Liens and Encumbrances (with respect to any Liens created or suffered to be created prior
to the Early Expiration Date); 18, General Indemnity; 20.3, Notice; 20.7, Attorneys' Fees;
20.10, Governing; and any other provision that by its terms expressly survives the
termination of the Lease. Notwithstanding the foregoing, the indemnification obligations
which survive termination of the Lease shall terminate on the date that is twelve (12)
months after the Early Termination Date, except for such Claims which have been
asserted prior to the expiration of such 12-month period.
10. Landlord and Tenant agree that, prior to the Early Termination Date, Tenant shall cause,
at Tenant's sole cost, a Phase I Environmental Site Assessment (the "Phase I Report") to
be completed at and around the Leased Premises by Burns & McDonnell (the
"Environmental Consultant"). If the Phase I Report reveals any "recognized
environmental condition" with respect to the Leased Premises or any part thereof, Tenant
shall cause Environmental Consultant to complete a Phase IT Environmental Assessment
(the "Phase II Report") and such other investigatory work to the extent necessary to
investigate and delineate the cause, nature and extent of any Release or presence of
Hazardous Materials, if any. The actual costs of the Phase II Report, if any, shall be
shared equally between Landlord and Tenant. Tenant shall cause Environmental
Consultant to issue to Landlord, at Landlord's cost, a reliance letter with respect to each
of the Phase I Report and the Phase II Report, if applicable. Following the issuance of
the Phase II Report, Landlord and Tenant shall work together in good faith to remediate
any Release or presence of Hazardous Materials, if any, if applicable, all in accordance
with the provisions of Section 12.3 of the Lease. Notwithstanding anything to the
contrary contained in Section 3 above, following the Early Termination Date, to complete
Phase II Report and subsequent investigatory and/or remedial action, if applicable,
Tenant and its designees shall have the non-exclusive right of access to the Leased
Premises and over the driveways and walkways within the Landlord Adjoining Property,
in all cases as reasonably necessary for the Tenant and its designees to access the Leased
Premises and complete, if required of Tenant, the Phase II Report and any investigatory
and/or remedial action, as contemplated and permitted herein.
Early Lease Termination Agreement and Amendment to Lease
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Landlord and Tenant duly executed this Amendment, as of the Amendment Effective Date.
LANDLORD: City of Fort Worth TENANT: Texas Aero Engine Services,
L.L.C.
By �.�� �� Lk
Name S i
.Jesus J. Chapa Date Title
Assistant City Manager Date 6c, ZQ I(d
By
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Name cfbJ& 41 e-rll
Title IYIA/YLIOtl'
Approved as to Form and Legality
Ks'
sistant City Atto ney
No M&C Required
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qty -00
AS
-Nb M&C RJEQUlRED
OFFICIAL RECORD
Early Lease Termination Agreement and Amendment to Lease CITY SECRETARY
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AUS-6249546-5 FT. WORTH,TX
TAESL
TEXAS AERO ENGINE SERVICES L.L.0
June 9, 2016
Delegation of Authority
I will be out of the office Thursday, June 9, 2016 and returning June 27, 2016. During this period
I am delegating my authority to Sarah Hern, EE# 948339.
Sarah can be reached at 817-224-0770 or 817-875-0264.
Upon my return such delegation will cease,
Original signature on file
Bill Wozniak
President& General Manager
Texas Aero Engine Services LLC
WCW/sdc
cc: Lance Linguist
2100 Eagle Parkway, Fort Worth,Texas 76177-2300