HomeMy WebLinkAboutContract 29135-A2 '� ���� Y
AMENDMENT NO. 2
CITY SECRETARY CONTRACT NO. 29135
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
IMPROVED AND UNIMPROVED GROUND LEASE AGREEMENT
This AMENDMENT NO,2 ("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, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and FW
AMERICAN AERO LAND COMPANY, LLC ("Lessee"), a Delaware limited liability company,
acting by and through Robert Agostino, its duly authorized Vice President.
RECITALS
WHEREAS,On September 26, 2003,the City and Meacham Development,LLC entered into City
Secretary Contract ("CSC") No. 29135 ("Agreement"), an Improved and Unimproved Ground Lease
Agreement for the lease and use of real property known as the 5N, 6N, 7N, 8N, 9N & ION and any
improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham International Airport
("Airport").
WHEREAS, the Leased Premises in the Agreement included 51,881 square feet of improved
land and 277,728 of unimproved land;
WHEREAS, On or about October 17, 2014, Lessor and Meacham Development, LLC entered
into CSC No. 29135-A1, Amendment No. 1, to decrease the square footage of the unimproved land
from 277,728 to 271,334.20 square feet;
WHEREAS, On or about January 30, 2015, by CSC No. 29135-CA1, Meacham Development,
LLC assigned all of its right,title and interest in the Leased Premises under the Agreement to Lessee;Lessee
accepted such assignment; and Lessor consented to such assignment;
WHEREAS, Lessor and Lessee now wish to amend the Agreement to reflect a change in the
square footage of the Leased Premises from 51,881 square feet of improved land and 271,334.20 of
unimproved land to approximately 323,103.77 total square feet of Ground space; and
WHEREAS, Lessor and Lessee now wish to amend the Agreement to reflect a change in the
square footage of the Leased Premises from 323,103.77 to approximately 224,018.46 square feet of
Ground space, for a total reduction of approximately 100,546.71 square feet; and
WHEREAS, Due to the reduction in square footage of the unimproved land, Lessor and Lessee
also wish to amend the monthly rent provision in the Agreement to reflect the reduced amount of square
footage that will be used in the calculation for monthly and annual rent each year; and
WHEREAS, Lessor and Lessee would like to further amend the Agreement to reflect the new
names of the leased property listed in the Agreement from 5N, 6N, 7N, 8N, 9N& 10N to simply 6N and
8N; and,
Fort Worth Meacham international Airport
FW American Acro Land Company,LLC
Amendment No.2 to CSC No.29135 OFI�' y,AL RECORD
Page lof 6 CITY SECR ETA RY
WHEREAS, Lessor and Lessee wish to replace the existing "Exhibit A" to the Agreement with
a new "Exhibit A" that will reflect the new property description of the leased premises, which will be
attached to this Amendment; and
WHEREAS, Reducing the amount of unimproved land under the Agreement will accommodate
the relocation of Taxilane G, as part of the Midfield redevelopment Project;
WHEREAS,In consideration for the reduction in unimproved land provided to the Lessee under
the Agreement, Lessor has agreed to offer Lessee approximately 269,230 square feet of new ground
space, known as Lease Site 14C (parcels L, K and M) in a separate lease, which will be available as a
result of the Midfield Redevelopment project; and;
WHEREAS, Lessee has elected to accept Lessor's offer to lease Lease Site 14C at Fort Worth
Meacham International Airport from Lessor and has also agreed to make mandatory improvements to
Site 14C as a condition of that new lease which will be executed simultaneously with this Amendment.
AGREEMENT
NOW,THEREFORE,for good and valuable consideration,the receipt and adequacy of which are
hereby acknowledged, Lessor and Lessee hereby agree as follows:
1. The Agreement is hereby amended by replacing Section 2 of the Agreement in its entirety with
the following:
2. PROPERTY LEASED.
Lessor hereby demises to Lessee 224,018.46 square feet of Ground space known
as Lease Sites 6N and 8N at Fort Worth Meacham International Airport ("Airport') in
Fort Worth, Tarrant County, Texas ("Premises"), as shown in Exhibit "A", attached
hereto and hereby made a part of this Lease for all purposes.
2. The Agreement is hereby amended by replacing Section 4.1 of the Agreement in its entirety with the
following:
4.1 Initial Monthly Rent for Premises.
From the effective date of this Amendment until September 30, 2019, Lessee
shall pay Lessor monthly rent for the Premises based on an annual rate of $0.3748 per
square foot for 224,018.46, for a total annual rent of$83,962.12, or$6,996.84 per month.
In the event that the Effective Date of this Lease is a day other than the first (1St) day of
a respective month,the first month's rental payment shall be prorated in accordance with
the number of days remaining in that month.
3. Exhibit "A" within the Agreement is hereby replaced in its entirety with a new Exhibit
Fort Worth Meacham International Airport
FW American Aero Land Company,LLC
Amendment No.2 to CSC No.29135
Page 2 of 6
"A", which is attached hereto in this Amendment.
4. All other terms and conditions of the Lease shall remain in full force and effect.
5. The statements set forth in the recitals above are true and correct and form the basis upon which
Lessor and Lessee have entered into this Agreement. The Lease is a public document on file in
Lessor's City Secretary's Office and is incorporated herein by reference for all purposes.
6. All other 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.
[Signatures on Following Pages]
Fort Worth Meacham International Airport
FW American Aero Land Company,LLC
Amendment No.2 to CSC No.29135
Page 3 of 6
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on this
the . day of Ocecm. r , 2018.
CITY OF FORT WORTH-
Fernando Costa
Assistant City Manager
Date: 111 /-Zt f/�
0
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 Cosa, 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 t day
�R b�1 �► , 2018.
U NM M.HRRUNGER
My Motwy 4Q 012414479$ Notary Public in and for the State of T as
•Py?�•OF :�• �`�rOmmy2,2022
4� Ss
APPROVED AS TO FORM ATTEST: C T
AND LEGALITY: ` C ,; �
By: BY:
Thomas Royce Hansen, a J. r, i Sec t-'
-
Assistant City Attorney ...............
TEX
M&C: C-28931
Approval Date: November 13, 2018
Form 1295: 2018-414116
Fort Worth Meacham International Airport
FW American Aero Operating Company,LLC
RECORD
Amendment No.2 to CSC No.29135 � � � s�
Page 3 of 6 CITYSECRETARY
FT. WORTH,7X
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract, uding ensuring all performance and reporting requirements.
Leasino,Coordinator
Print Name
LESSEE:
FW AMERICAN AERO LAND
COMPANY, LLC
By: 0-L� 1.6A 11
Jay ebert,rWPIesident
Date: I[ — U— IV
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 Jay H. Hebert, 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 FW AMERICAN AERO
LAND COMPANY,LLC and that s/he executed the same as the act of FW AMERICAN AERO LAND
COMPANY,LLC for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this j4A day
2018.
LISA THY
Noplry i��o of TNotary Public in and for the Stakof Texas
Nowy10 L �
hAy Coa0dwim alp.0�2�
Fort Worth Meacham International Airport
FW American Aero Land Company,LLC
Amendment No.2 to CSC No.29135
Page 5 of OFFICIAL RECORD
CITY SECRETARY
Fl. WORTH,TX
Exhibit"A"
[follows—to be attached upon approval of the new survey]
Fort Worth Meacham International Airport
FW American Aero Land Company,LLC
Amendment No.2 to CSC No.29135
Page 6 of 6
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/13/2018
DATE: Tuesday, November 13, 2018 REFERENCE NO.: **C-28931
LOG NAME: 55FTW GRNDLEASE14C LEASEAMEND6N8N AMERICANAERO
SUBJECT:
Authorize Execution of Amendment No. 2 to City Secretary Contract No. 29135 to Reduce the Ground
Space of Lease Site 6N and 8N and Authorize Execution of a New Ground Lease Agreement with
Mandatory Improvements for 269,230 Square Feet of Ground Space Known as Lease Site 14C with FW
American Aero Operating Company, LLC, at Fort Worth Meacham International Airport (COUNCIL
DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of Amendment No. 2 to City Secretary Contract No. 29135 to reduce the
ground space of Lease Site 6N-8N with FW American Aero Operating Company, LLC, at Fort Worth
Meacham International Airport.
2. Authorize the execution of a new Ground Lease Agreement with mandatory improvements for 269,230
square feet of ground space known as Lease Site 14C with FW American Aero Operating Company, LLC,
at Fort Worth Meacham International Airport.
DISCUSSION:
On May 1, 2018, Mayor and Council Communication (M&C C-28674), City Council approved the
acceptance of a Texas Department of Transportation Aviation Division grant for the design and
construction of the Midfield Redevelopment Project at Fort Worth Meacham International Airport (Airport).
This project will remove the failed infrastructure encompassed in the closed Runway 9/27 corridor so as to
redevelop the area in accordance with the Airport's Master Plan and Airport Layout Plan. The
redevelopment of the midfield area will create new taxiways that will stimulate hangar development
opportunities and provide increased economic viability for the Airport through lease revenue and fuel
flowage fees.
FW American Aero Operating Company, LLC (American Aero) currently holds the existing 6N and 8N
Lease (CSC No. 29135-CA1). In order to facilitate the required clearance to construct the new Taxiway G,
it is necessary to reduce the southern boundary of the current ground lease space by approximately
110,470 square feet. In recognition of the reduction in ground space the City has agreed to offer American
Aero new ground space, known as Lease Site 14C, as a part of the Midfield Redevelopment project at
Fort Worth Meacham International Airport.
The new Ground Lease will include a total of 269,230 square feet of ground space. American Aero will pay
a ground rate in accordance with the published Schedule of Rates and Charges at the time of
commencement. Commencement of the Lease will begin upon completion of the Midfield Redevelopment
Project.
Logname: 55FTW GRNDLEASE14C LEASEAMEND6N8N AMERICANAERO Page 1 of 2
Mandatory Improvements will be deferred for a period of 5 years after commencement of the lease. Until
completion of the Midfield Redevelopment Project, American Aero will compensate the City, in
consideration for the Lease Agreement, an amount of$43,076.80 annually.
The term of the new Ground Lease is recommended for thirty years, effective upon commencement of the
Ground Lease Agreement, with one 10-year option to renew, bringing the lease term to a total of forty
years. All terms and conditions of the lease agreement will be in accordance with City and Aviation
Department policies.
Rental rates shall be subject to an increase on October 1st of any given year, based on the upward
percentage change in the Consumer Price Index for the 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, 2019 and every fifth year thereafter.
The FAA has stated that they had no objection to the Lease Agreement based on what has been
represented to them regarding its terms.
ADVISORY BOARD APPROVAL: On November 8, 2018, the Aviation Advisory Board voted to
recommend that the City Council approve this action.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
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. Upon receipt, these funds will be deposited into the Municipal Airports Fund,
Ground Lease Revenue Account, which has total budgeted revenue in Fiscal Year 2019 of$2,032,490.00.
FUND IDENTIFIERS (FIDS):
TO
Fund Department ccoun Project Program ctivity Budget Reference # Amounj
ID ID Year Chartfield 2
FROM
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartfield 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Jeff Kloska (5406)
Additional Information Contact: Anne-Marie Stowe (5415)
ATTACHMENTS
1. 1295 FW American Aero Operating.pdf (Public)
2. Map American Aero Meacham.pdf (Public)
Logname: 55FTW GRNDLEASE14C LEASEAMEND6N8N AMERICANAERO Page 2 of 2