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HomeMy WebLinkAboutContract 48574 CITY SECRETARY CONTRACT N0. 41S] MEMORANDUM OF GROUND LEASE AGREEMENT This Memorandum of Qround Lease Agreement ("Memorandum") is executed to be effective as of theday of C a , 2017, by and between the CITY OF FORT WORTH("LessorAor the"City"),a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and FBO PARTNERS, LTD., a Texas limited partnership ("Lessee"), acting by and through Thomas J. Harris, its duly authorized President. RECITALS A. Lessor and Le see have executed that certain Ground Lease Agreement ("Lease") with a term commencing on JOA Y1 )J , 2017 (the "Effective Date") covering 23 8,186.08 square feet of ground space("Ground")at Fort Worth Alliance Airport("Airport")in Fort Worth, Tarrant County, Texas, identified as Lease Sites Hangar 3 and Hangar 4, (collectively, the "Premises"), as shown in Exhibit"A",attached hereto and hereby made a part of this Lease for all purposes. Capitalized terms which are used but not defined in this Memorandum shall have the meanings assigned thereto in the Lease. B. Lessor and Lessee desire to provide public notice of the existence of the Lease. AGREEMENT NOW, THEREFORE, for and in condition of $10.00 and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,and in consideration of the covenants contained herein,the parties hereby agree as follows: 1. Lease Term. The initial term("Term")of the Lease shall commence on the Effective Date, and shall expire on the date that is forty (40) years following the Effective Date, unless terminated earlier as provided in the Lease. 2. Conflicts. This Memorandum is subject to all of the terms, conditions and understandings set forth in the Lease between Lessor and Lessee,which agreement is incorporated herein by reference and made a part hereof, as though copied verbatim herein. In the event of a conflict between the terms and conditions of this Memorandum and the terms and conditions of the actual Lease, the terms and conditions of the Lease shall prevail. 3. Counterparts. This Memorandum may be executed in multiple counterparts,each of which will, for all purposes, be deemed an original,but which together will constitute one and the same instrument. [signatures on following pages] 2353226_1 EXECUTED to be effective as of the Effective Date. LESSOR: CITY OF FORT WORTH: By: Fernando Costa Assistant City Manager Date: , -/7 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 Fernando Costa,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 for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this / day H_uAr.l , 2017. Rrv� TRIKINYA L JOHNSON o`•'"' =_Notary Public.State of Texas ' Nota Pub c in an r the State of Texas Comm.Expires 04-17-2018 �''� 0;,;`•� Notary ID 1238832-0 APPROVED AS TO FORM ATTEST: AND L GALIT , B ' �/n /!/c. B y. y. ! Assistant City Attorney ry J. Kayser F O cretary M&C: d0(I I OF........... Form 1295 Certificate: 2016-24757 Date: ` t 34 1..1 LESSEE: FBO PARTNERS,LTD., a Texas limited partnership By: Alliance Air Services, Inc., a Texas corporation, its general partner By: Thomas J. Harris, President STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on / ,2017,by Thomas J. Harris,as President ofAlliance Air Services,Inc.,a Texas o6rporatiod,in its capacity as general partner of FBO Partners, Ltd., a Texas limited partnership, on behalf of said limited partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 9'1 , 2017. CHRISTINA CAREY Notary Public in and for the to of Texas My Commission Expires August 3, 2019 s�eov tE��y EXHIBIT "A" Description of the Premises LEGAL DESCRIPTION .5.468 ACRES BEING A 5.468 ACRE TRACT OF LAND SITUATED INT THE GREENBERRY OVERTON SURVEY, ABSTRACT NO. 1185,CITY OF FORT WORTH,TARRANT COUNTY,TEXAS,AND BEING PART OF A TRACT OF LAND CONVEYED TO ADL DEVELOPMENT,FORMERLY KNOIWN AS HILLWOOD12470, LTD..AND ALLIANCE AIRPORT,LTD.,BY DEED RECORDED IN VOLUME 9378,PAGE 2033,OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TE),-AS,SAID 5.468 ACRE TRACT,WITH REFERENCE BEARLNG BEING THE NORTH LINTE OF LOT 1,BLOCK 1,ALLIANCE AIRPORT ADDITION,AN ADDITION TO THE CITY OF FORT WORTH ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 621,PLAT RECORDS,TARRANT COUNTY,TEMNS,BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLL0'VVS: BEGINNING AT A 51 INCH IRON ROD WITH YELLOW PLASTIC CAP STA24PED"CARTER& BURGESS"FOUND FOR A NORTHEAST CORNER OF SAID LOT 1,BLOCK, 1, SAID POINT ALSO BEING THE NORTHEAST CORNER OF AVIATOR WAY,(AVARIABLEWIDTH RIGHT-OF-WAY)AND BEING ON THE kVEST LINE OF A 25.063 ACRE TRACT OF LAND CONVEYED BY DEED TO TARRANT COUNTFY COLLEGE DISTRICT,RECORDED IN COUNTY CLERK'S FILE NO.D208190456,OFFICIAL PUBLIC RECORDS,TARRANT COUNTY,TEMkS; THENCE, SOUTH 80 DEGREES 06 MINUTES 47 SECONDS to EST, ALONG THE A NORTH LINE OF SAID LOT 1,BLOCK 1,A DISTANCE OF 898.00 FEET TO A-X-CUT IN CONCRETE FOUND FOR AN INTERIOR ELL CORNER OF SAID LOT 1,BLOCK 1; THENCE,NORTH 09 DEGREES 53 MINUTES 13 SECONDS WEST,ALONG THE EAST LINE OF SAID LOT 1,BLOCK 1,A DISTANCE OF 265.25 FEET TO A 5/8 INCH IRON ROD WITH YELLOW PLASTIC CAP STAMPED"CARTER&BURGESS"FOUND FOR CORNER: THENCE,NORTH 80 DEGREES 06 MINTUTES 47 SECONDS EAST,OVER AND ACROSS SAID ADL DEVELOPMENT TRACT,A DISTANCE OF 898.00 FEET TO A POINT FOR CORNER ON THE AFORESAID WEST LINE OF TARRANT COUNTY COLLEGE EGE DISTRICT TRACT, THENCE, SOUTH 09 DEGREES 532IINLITES 13 SECONDS EAST,ALONG SAID WEST LINE,A DISTANCE OF 265.25 FEET TO THE POrT OF REGI NTNTTGAND CONTAINING 5.468 ACRES OF LAND, MORE OR LESS. A PARCEL PLAT OF EQUAL DATE HEREWITH ACCOMPANIES THIS PROPERTY DESCRIPTION. kcij t lb Michael J.Bait ,P.P_L.S_ February 22,2016 Registered Professional Laud Surveyor Texas Registration No.4574 S T Jacobs Eliggeerinz Group.Inc- 1999 Bryan Street, Suite 1200 Dallas,Texas 75201-3136MICHAEL IDAITUP Phone-')14-638-0145 Fax 214-638-04-47 ........... ......... T3MPLS Firm N 10152300 `• 574 a '4 .t S S% s U ft 0:\SLD1523000 PROPOSAL'PU*iZ HILLWoOD AWANCE\HANGAR 3'\600 DSC PUNS SURVEY\613,7 LEGAL DESCRIPTIONSWRPORT- BY01.00c< SHEET 1 of 2 �n cl to t eq S SCALE: t' = 200' C.0 ADL DEVELOPMENT m DEELOPMENTFORMERLV3AND AIKNOWN AS VOLLANAIIPORT LTD, 3RO O.P.R.T.C.T. O a t11PROPOSED cc: 11 10' RTR DUCT BANK Y EASEMENT j } 15' UTILITY EASEMENT TARRANT COUNTY t VOL. 9729 PG. 377 Yw� � COLLEGE DISTRICT + t O.P.O.C.T. 111 CC 0208190456 --= t .P.R,T.C.T. „ t" _ = ADL DEVELOPMENT + is ui 1p CIRF 1 FORMERLY KNOWN AS ,� t „µ 04 0 °'y x ,r T" HILLWOOD/2470; LTD. `` t �r n, AND ALLIANCE AIRPORT, LTD. t y vOfw xo`t%1 17,4-o� AC ES VOL. 9378, P7 . T,2033 t`1S tit o r1 w F N 4Y1 cJ rn Cn ttl i P' � CK _tom. CIRF Jn mw V) ,t+ n 5E x0 SFTOA =;- v POINT OF M ©�z=ip N u=Tt it epi 20` 811tL171NO4dy� v BEGINNING JLt u , (OIRV a FOUNDT l__ 15' UTILITY EASEMENT R VOL. 972.9 PC. 377 /h O,P.R.t.C.T. CITY OF FORT WORTH +Q = LOT 1, BLOCK 1 1 ALLIANCE AIRPORT z, CAB. A. SLIDE 621 P.R.T,C.T. a o0 F ` O Li ��1sTE�Fd+ � LEGEND N ` MICHAEL J. SAITUP j CIRF 5/8" IRON ROD WITH A PLASTIC CAP o 4574 p.; M STAMPED "CARTER & BURGESS" FOUND ',PO ds�o 0 P.R,T,C.T, PLAT RECORDS, TARRANT COUNTY, TEXAS S IR 4� O.P,R,T,C,T. OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS 0 O 0 THE DEARItIC BASE 15 THE NORTH UNE OF LOT I, DLOCK 1, ALIJAJCE AIIz'ORT ADDITION, AN ADDITION TO THE IL OF FORT'A'ORRi, ACCORDII"i TO THE PLAT RECORDED 14 CABINET A, SLIDE 621, FLAT REI:riRD5, TARRANT GOU:'J oI Lure 02/22/16 EXHIBIT A 4 SHEET SCAIF- +'=2073' 5.468 ACRES 1{,19'9 DRYANJ STREET, :SUITE 12117 9 OUT OF THE OALLAS TEKAS 75201-31:x5 ry Cr�a N C3Y:S.G.t?. CREENHERRY OVEITT014 SJHVEY k-5STRAf*T�N6, 1185 PHONE 214-6-38—W46 46 FAX 214-638—Our v1 2 OF 2 IN THE TRPLS RPV# 10152300 / CHET;KED 9Y: [A-0. CITY OF FORT WORTH, TARRA`Ji COUNTY TEXAS M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT IVORTH COUNCIL ACTION: Approved on 10/18/2016 REFERENCE ** 55AFW GRNDLEASE DATE: 10/18/2016 NO.: C-27971 LOG NAME: LANDDONATION CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Acceptance of a Land Donation of Approximately 5.468 Acres of Unimproved Land in the Greenberry Overton Survey Abstract No. 1185 from ADL Development, L.P., and Execution of a New Ground Lease Agreement with Mandatory Improvements with FBO Partners, Ltd, at Fort Worth Alliance Airport (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that City Council: 1. Authorize acceptance of a land donation of approximately 5.468 acres of unimproved land in the Greenberry Overton Survey Abstract No. 1185 from ADL Development, L.P.; and 2. Authorize execution of a new Ground Lease Agreement with mandatory improvements with FBO Partners, Ltd, at Fort Worth Alliance Airport. DISCUSSION: Aviation staff received an offer from ADL Development, L.P. (ADL) to donate approximately 5.468 acres (238,186.8 square feet) of unimproved land for the purpose of a separate entity, FBO Partners, Ltd., entering into a new Ground Lease Agreement. The new Ground Lease Agreement will include mandatory improvements, based on a mutually agreed upon development schedule to construct, at a minimum, approximately a 40,000 square feet hangar facility (Hangar A) which will include approximately 32,150 square feet of hangar space, 6,650 square feet of office space, 1,200 square feet of shop space and associated parking and an approximately 32,150 square foot hangar only (Hangar B). The total investment by the tenant for the construction of the two hangars is approximately $9,100,000. Fort Worth's Alliance Airport is currently at 120 percent capacity in the community hangars. There is a waiting list of aircraft and continued frequent inquiries for hangar space. Fort Worth Alliance airport hosts several special events each year with the potential to attract and continue in this business component with additional hangar capacity. In addition, the runway extension project will be complete in late 2017, which could drive additional business demand. Surrounding cities, such as Westlake, Southlake, Keller, and the need for expanding capacity for overnight hangared business jet parking, support this demand. Staff requests that the City Council authorize the execution of Ground Lease Agreement for a term of 40 years. Rent will not be due until 15 years after the Effective Date, in recognition and consideration of the donation, by ADL, of the ground, which is currently valued at approximately $1,429,116.45. After the first 15 years, rent will begin to be paid at the ground lease rate amount as set forth in the Lessor's Schedule of Rates and Charges then in effect (Fiscal Year 2031 Schedule of Rates and Charges). Rental rates shall be subject to an increase on October 1st of each subsequent year, beginning in 2032, which will be based on the upward percentage change in the Consumer Price Index for the http://apps.cfwnet.org/council_packet/mc review.asp?ID=22133&councildate=10/18/2016 1/17/2017 M&C Review Page 2 of 2 Dallas-Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. Five-year rate adjustments will be applied to the ground rate starting on October 1, 2036 and every fifth year thereafter. A 1295 Form is attached for FBO Partners, Ltd.; a 1295 Form for ADL is not necessary because this M&C does not approve a contract with ADL. Fort Worth Alliance Airport is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City under this agreement, if approved. TO Fund Department Account Project Program Activity BudgeT(Chartfield Reference# Amount ID ID Year 2 FROM Fund Department Account Project I Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Additional Information Contact: Anne Marie-Stowe (5415) ATTACHMENTS 55AFW GRNDLEASE LANDDONTATION.pdf Form 1295 FBO Partners Ltd.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=22133&councildate=10/18/2016 1/17/2017 CERTIFICATE OF INTERESTED PARTIES FORM x.295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-24757 FBO Partners LTD Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/10/2016 being filed. City of Fort Worth Date Acknowledged: �U 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. 5.53 Acre Tract New Ground Lease Agreement at Forth Worth Alliance Airport 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary Hillwood Alliance Group, L.P, Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. W WRY P(i M CHRISTINA CAREY My Commission Expires August 3, 2019 nature of authorized agent of contracting business entity "•>E ov�E A A O Sworn to and subscribed before me,by the said lm� a'L this the ILI day of I'Aoulch 201(�2 ,to certify which,witness my hand and seal of office. / ("('ywtw" �C�2:� �h6.5-h RC,- Cor% Spe6U► RZJ(0� Ilia.-'41 Signature of officer admin tering oath Printed name of officer admfnistering oath Title of officer administerin oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312