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Home My WebLink AboutContract 28384-A2 Cmr SEMARYZg3g�l- CONTRACT CIO. AMENDMENT NO. 2 TO CSC NO. 28384 FORT WORTH MEACHAM INTERNATIONAL AIRPORT HANGAR LEASE AGREEMENT LEASE SITE 11N This AMENDMENT NO. 2 ("Amendment") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a Texas home rule municipal corporation acting by and through Fernando Costa, its duly authorized Assistant City Manager, and GHA TERMINAL, LLC ("Lessee"), a Delaware limited liability company, acting by and through Jay H. Hebert, its duly authorized Vice President. RECITALS WHEREAS, on or about April 30, 2002, Lessor and Sterling-Fort Worth J.C., L.P., entered into City Secretary Contract ("CSC")No. 28384, a hangar lease agreement for a 32,380.58 square foot hangar, and 87,519.17 square feet of ground space known as Lease Site IIN ("Leased Premises"), at Fort Worth Meacham International Airport ("Airport"). CSC No. 28384 shall hereinafter be referred to as the"Lease"; WHEREAS, on or about January 14, 2003 (M&C L-13495) Sterling-Fort Worth J.C., L.P., assigned all rights, title and interest in the Leased Premises to Trajen Flight Support, L.P., and Lessor consented to such assignment based on all terms and conditions set forth in the Consent; WHEREAS, on or about February 1, 2005 (M&C C-20510) Amendment No. I to CSC No. 28384, was executed with Trajen Flight Support, L.P., expanding the boundaries of the Leased Premises byl25,612.25 square feet which included a certain portion of the 12N and 14N sites and thereby terminated CSC No. 28390, a lease of real property known as the 12N and 14N sites; WHEREAS, on or about April 17, 2007 (M&C C-22069), a name change request was granted from "Trajen Flight Support" to "Atlantic Aviation" as Trajen Holdings Inc., the parent company of Trajen Flight Support, L.P. through a series of wholly owned companies, was acquired through a 100 percent (100%) stock transaction by Atlantic Aviation FBO Inc., and Lessor acknowledged such purchase; a rF WHEREAS , on or about July 10, 2012 (M&C C-25703) Atlantic Aviation assigned all rights, title and interest in the Leased Premises to Lessee and Lessor consented to such assignment based on all terms and conditions set forth in the Consent; and 71 CJ ?__ WHEREAS, the term provisions of the Lease do not provide for a renewal option. Lessee has invested significant sums in the renovation of the leasehold interested � GHA Terminal,LLC OFFICIAL RECORD Amendment No.2 to CSC No.28384 CITY SECRETARY Fort Worth Meacham International Airport Page I of FT.WORTH,TX requests one ten (10) year option to renew when the Initial term expires July 31, 2032. Further, Lessee now wishes to expand the Premises by an additional 21,293 square feet of ground space. NOW THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein,Lessor and Lessee herby agree as follows: 1. Section 2. "Property Leased"of CSC No.28384 is hereby amended to read as follows: PROPERTY LEASED. Lessor hereby demises and leases to Lessee Two Hundred Sixty Six Thousand Eight Hundred and Five (266,805) square feet of ground space, which includes a 32,380.58 square foot hangar, at the Airport, (collectively, the "New Premises"). The New Premises are depicted in the map attached hereto and described as Exhibit "A",which is hereby incorporated and made a part of this Lease for all purposes herein. As of the Effective Date of this Amendment, the definition of Premises under the Lease, as amended by this Amendment, will,for all purposes,be deemed to mean the New Premises. 2. Section 3. "Term of Lease"of CSC No. 28384 is hereby amended to read as follows: TERM OF LEASE. 3.1. Initial Term. The "Initial Term" of this Lease shall commence on the date of its execution ("Effective Date"), and expire at 11:59 p.m. on July 31, 2032,unless terminated earlier as provided herein. 3.2 Renewals. If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the Initial Term of this Lease, Lessee shall have one (1) option to renew for an additional ten (10) years ("Renewal Term"). In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than ninety (90) days and no more than one hundred eighty (180) days prior to the expiration of the Initial Term. 3.3. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this action will create a month-to-month tenancy. In GHA Terminal,LLC Amendment No.2 to CSC No.28384 Fort Worth Meacham International Airport Page 2 of 6 this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 3. Section 4. "Rent"of CSC No. 28384 is hereby amended to read as follows: RENT. 4.1. Monthly Rent for Premises. Lessee's rent for the New Premises throughout the Initial Term and any Renewal Term shall be subject to adjustments based on rates prescribed by Lessor's published Schedule of Rates and Charges or successor schedule ("Schedule of Rates and Charges") in accordance with the square footage comprising the New Premises, as set forth in Section 4.3 below which provides for increases at five year intervals. As of the Effective Date of this Amendment and for the initial five year period (subject only to the Annual Rent Adjustment described in Section 4.2 below), Lessee shall pay monthly rent for the New Premises as follows: (i) For a 32,380.58 square foot Hangar, the rental rate shall be $1.8374 per square foot: $59,496.08 annually, $4,958.01 monthly; (ii) For 213,131.42 square feet of Ground Space, the rental rate shall be $0.2756 per square foot: $58,739.02 annually,$4,894.92; and (iii) For 21,293.00 square feet of Ground Space, the rental rate shall be $0.32 per square foot: $6,813.76 annually, $567.81 monthly. 4.2. Annual Adjustments. On October 1, 2014 and on October I of each year thereafter during the Initial Term and any Renewal Term, Lessee's rental rates shall be subject to increase by Lessor to reflect the upward percentage change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor index and/or agency during the immediately preceding twelve-month period ("CPI Change") (i), for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase ("Annual Rent Adjustment"); provided, however, that Lessee's rental rates for the Premises shall not exceed the then-current rates prescribed by the Schedule of Rates and Charges for hangar and ground space at the Airport. If there is no CPI Change or the CPI Change GHA Terminal,LLC Amendment No.2 to CSC No.28384 Fort Worth Meacham Intemational Airport Page 3 of 6 is downward, the rental rate for the Premises shall remain constant until the following October 1 st. In no event shall the rental rate for the Premises ever be adjusted downward. 4.3. Five-Year Adjustments. In addition to the Annual Rent Adjustments, on October 1, 2017, and every five (5) years thereafter for the remainder of the Term of the Lease, to include the Renewal Term, (i.e. on October 1 of 2022, 2027, 2032, and 2037), the ground space rental rate shall automatically be adjusted to equal the then-current rates prescribed by the Schedule of Rates and Charges; provided the rental adjustments set forth in Section 4.2 above and this Section 4.3 shall be the only rental adjustments under the Lease. 4.4. Renewal Term Adjustment,Hangar Rates. In addition to the Rent Adjustments as prescribed in Sections 4.2. and 4.3., on August 1, 2032, for the Renewal term, the Hangar Rate for Hangar 11N shall be adjusted to equal the appraised Fair Market Value, as prescribed by the Schedule of Rates and Charges. 4. 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. 5. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the_��day of (filar(-k ,2014. ("Effective Date") CITY OF FORT WORTH: By: 7�5�� Cy4l, Fernando Costa Assistan City Manager Date: � STATE OF TEXAS § COUNTY OF TARRANT § GHA Terminal,LLC Amendment No.2 to CSC No.28384 Fort Worth Meacham International Airport Page 4 of 6 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. p� VEN UNDER MY HAND AND SEAL OF OFFICE this 04 day 2014. ONIA DANIEIS :otA Noto Public,State of Texas My Commission Expires • •��+"�` /�:.'A JUIy 10, 2017 % C Notary Public in and for he State of Texas APPROVED AS TO FORM ATTEST: AND LEGALITY: By: � ��4 >� _ By: Charlene Sanders a6 J. ay r Assistant City Attorney City Secre ry fRr M&C: 65'1 o� 00 o000 DO 0 Q Vp I ° ®I . Approved: 1- J4, 1 4 V o x ° ° AFX/I►� LESSEE: ATTEST: GHA TERMINAL,LLC By: 0By: Jay Peber Vice President Date: :a , ';'4 -0-cI STATE OF TEXAS § COUNTY OF 1 P gP,0 LT § OFFICIAL RECORD GHA Terminal,I Lc CITY SECRETARY Amendment No.2 to CSC No.28384 Fort Worth Meacham International Airport FT.WORTH TX Page 5 of 6 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 GHA Terminal,LLC and that he executed the same as the act of GHA Terminal,LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 2014. A a BARBARA A. BELL N tary Public in and for the State of Texas e . NOTARY PUBUC STATE OF TEXAS Exhibit"A" My Comm.Eq.07-W2015 New Premises GHA Terminal,LLC Amendment No.2 to CSC No.28384 Fort Worth Meacham International Airport Page 6 of 6 RMT- M ae—•da^. with the Tos Beer of Prof...Ional Lmd SwvwAa% S 5rawS5•W W/1(JXi� ZVEY Ceewal RAn e1 P►eoWum and Preetlon. "3.18(9l ThN %pwC MARK x FOUND ,Ole�.eeaw+ne e..e.e 51" — eerrlete of the nwp r Wbo hwom. end rent ley de.er¢Wn IN CONCRETE Ponoa foomomItl T` W15 be" ottodwd herew8h. ewe a-a•tn1 v (L""ram.ter) N 442.22' w i a-„" P1�"""') P.O.B.(CAL) 48.82' f N 41'IB'43'W�—� �• t' ON SPNDLE OFJAt FOUND 3Zy 28' S 41i22 08'W___ __ }� L7 ?y p� (pe nav,Iur) N-232DO 2.32 ——— 340.17'—MARK x FOUND to (�Or PW.WP) 43 E- 2320012 32 MARK"r FOUND IN CONCRETE h IN coNcxecle (7140 rlKd.teAg � ptti4•nay.RAFT AVIATION(31.]S A14V 0" to N SB'26'S5' E AVIATI ON MyTIfA AY PER AM (Q.14'eellti teh--.-� "OLW Pav MAP) 51.23' �," (W Fla1l ) C ——� N 1— MARK x FOUNDOTTON SP04OLE l0GEAR FOUND 2too' BEARS N 08'10'4Y E 1.87' MARKX FOUND f�'�w7K�•� 5/6'ItF I 1N CONCRETE (2) / N 69VY36' E 1/2'IRF CRY OF FT.wORRR N 4511'S2" E J NARK x FOUND >9.47' IMDES k ASSOC.' SU11VEY O1Y1gOp,� 1152 E (787e'PREV 31T 301.0' BEARS N 24'Os$6' [0.T'2' 5921 MARK x SEr t11 M REMAINDER WAwc� 'WCF� BLOCK 1 IR *CF.W. SURVEY a'(nt MBACHM AIRPORY iLEASE 11N bi CABINET' A. SIDES I64s5-2"7. oF� 3 REMAINDER AREA: 0.125 ACRES m P.R..T.C.,T. t BLOCK 1 M MEACHAM AIRPORT . " CAMNET A. SIDES 2"5-244T, sro. ) LEASE 12N R'♦ P.R..T.C..T. CRY of 1T.WOR, 112.50' SURVEY DIVISION' COTTON SPINDLE CEAR SET —\ 864.33' 22.25' PmAIL Fatm/wam I S 48-11 52 w 12" RD. 'TEE' REF.PONE (2LC ACCESS VW FEN IRA �I ptEY » t TIC' MAP OF SURVEY SHOWING LEASE SITE 11N LINE TABLE SITUATED IN BLOCK 1. MEACHAM AIRPORT 3 N 41• w sz.1 iso.o s ACCORDING TO PLAT RECORDED IN 4. N 1'5016 1. CABINET A, SLIDES 2"5-2447, t 9 P.R.M.C..T. 20. 9 wft -y DENOTES A'CONTROL MONUMENT s+ DENOTES A PRORAL FOUND N/fA9ER BDAI R BASE:The Cbr of Fwt Werth IeteylnW C.P.S. Iww It sIi 1 NOTE: PREVIOUS W OF SURVEY FILE NO. 48734001 MAD. " North Cwrdrll Teew Zone. Dldeneee are yrmwr m mairwn eetL OATED* 11-01-2004 aD 0 60 T" 100 L _ — fY wC rui M0. a1311�1 �r PHT1 SCALE IN FEET I I I Ir: 4 C a 1 r �— Exhibit "A" FoRTWORTH REAL PROPERTY DESCRIPTION FOR LEASE SITE 11N Being a parcel of land out of Block 1,Meacham Airport,according to plat recorded in Cabinet A, Slides 2445-2447,Plat Records of Tarrant County,Texas,and being more particularly described by metes and bounds as follows: BEGINNING at a cotton spindle gear found in asphalt at the northeast comer of herein described parcel lying on the south line of a 26.0 foot wide access way per said plat(Aviation Way)and being the northwest corner of Meacham Airport Lease 12N; THENCE: with the common east line of herein described parcel and the west line of said lease 12N,South 41 degrees 35 minutes 01 seconds East,289.65 feet to a 5/8"iron rod found with a plastic cap stamped"CITY OF FT. WORTH SURVEY DIVISION"at the northeast comer of herein described parcel lying on the north line of.a 26.0 foot wide access way per said plat(Lear Rd.)from which a nail found for reference with a washer stamped"TBE REF.POINT"bears South 41 degrees 35 minutes 01 seconds East,22.25 feet; THENCE: with the north line of said Lear Rd., South 48 degrees 11 minutes 52 seconds West, 864.33 feet to a cotton spindle gear set in concrete at the southeast comer of herein described parcel; THENCE: North 41 degrees 46 minutes 39 seconds West,234.51 feet to a mark"X"set in concrete with a magnail/washer stamped"C.F.W. SURVEY"at the southwest corner of herein described parcel; THENCE: North 38 degrees 11 minutes 52 seconds East,89.21 feet to a mark"X"set in concrete with a magnail/washer stamped"C.F.W. SURVEY"at an angle point from which a mark"x'found in concrete bears North 09 degrees 10 minutes 49 seconds East, 1.97 feet; THENCE:North 48 degrees 11 minutes 52 seconds East,301.0 feet to a mark"X"set in concrete with a magnail/washer"C.F.W. SURVEY"at an interior ell corner from which a mark "X" found in concrete bears North 24 degrees 05 minutes 56 seconds East,0.72 feet; TRANSPORTATION AND PUBLIC WORKS DEPARTMENT Sunvzvnw Ssmczs T=Cn-i of Forrr Woare * W1 Camp Bowie Blvd Wed * Roar Womm,Trans 7,6116 917 392-7925 * FAx 817-392-7895 Exhibit "A" THENCE:North 41 degrees 39 minutes 05 seconds West,39.86 feet to a mark"X"found in concrete at an interior ell comer; THENCE: South 48 degrees 25 minutes 14 seconds West,6.33 feet to a mark"X"found in concrete at an angle point; THENCE:North 41 degrees 35 minutes 27 seconds West,62.12 feet to a mark"X"found in concrete at an angle point from which a pknail/washer found for reference bears North 41 degrees 35 minutes 27 seconds West,49.92 feet, THENCE:North 21 degrees 50 minutes 16 seconds East,31.33 feet to a pknail/washer found in concrete at an angle point; THENCE:North 48 degrees 16 minutes 04 seconds East,71.94 feet to a pknail/washer found at an interior ell corner; THENCE:North 41 degrees 42 minutes 37 seconds West,at 35.86 feet pass a pknail/washer found continuing in all,85.89 feet to a pknail/washer found lying on the south line of said Aviation Way at the beginning of a curve having a radius of 75.0 feet; THENCE:with said curve to the left through a central angle of 70 degrees 38 minutes 58 seconds,an are length of 92.48 feet whose chord bears North 83 degrees 31 minutes 05 seconds East,86.73 feet to a pknail/washer found at the end of said curve; THENCE:continuing with the south line of said Aviation Way,North 48 degrees 24 minutes 01 seconds East,44.73 feet to a pknail/washer found at the beginning of a curve having a radius of 50.0 feet; THENCE:with said curve to the right through a central angle of 52 degrees 57 minutes 08 seconds,an arc length of 46.21 feet whose chord bears North 74 degrees 56 minutes 19 seconds East,44.58 feet to a pknail/washer found at the beginning of a curve having a radius of 150.0 feet; THENCE:with said curve to the left through a central angle of 38 degrees 10 minutes 23 seconds,an arc length of 99.94 feet whose chord bears North 82 degrees 46 minutes 52 seconds East,98.10 feet to a pknail/washer found at the end of said curve; THENCE: continuing with the south line of said Aviation Way,North 64 degrees 13 minutes 31 seconds East,20.29 feet to a cotton spindle gear found in asphalt; THENCE: continuing with the south line of said Aviation Way,North 65 degrees 03 minutes 56 seconds East,79.47 feet to a 1/2" iron rod found with a plastic cap stamped"LANDES& ASSOC."; TRANSPORTATION AND PUBLIC WORKS DEPARTMENT SURVZYM SXzVM= Tuz CrrY ov Fowr a-ra + 8M Camp Bowie Blvd West w Foer Womm Tmus 76116 817 392-7925 ' FAx 817-392-7895 Exhibit "A" THENCE:continuing with the south line of said Aviation Way,North 56 degrees 26 minutes 55 seconds East,51.23 feet to the Place of Beginning,and containing 6.125 acres of land. Surveyed on the ground in March of 2013. Basis of Bearings: City of Fort Worth Integrated G.P.S.Network System,N.A.D.83,North Central Texas Zone.Distances are ground measurements. In accordance with the Texas Board of Professional Land Surveying,General Rules of Procedures and Practices,663.19(9),This"report"consists of the hereon real property description,and a Map of Survey being attached herewith. TRANSPORTATION AND PUBLIC WORKS DEPARTMENT SURVEYMG SERVICES Tas CnY of Foxy Worm * 8851 Camp Bowie Blvd West * Foxr Womi4 TEw 76116 817 392-7925 ; FA 817-392-7895 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/14/2014 DATE: Tuesday, January 14, 2014 REFERENCE NO.: **C-26639 LOG NAME: 55FTW AMENDTWO GHATERMINAL SUBJECT: Authorize Execution of Amendment No. 2 to City Secretary Contract No. 28384, a Hangar Lease Agreement with GHA Terminal, LLC, for Site Expansion and Add a Lease Renewal Option for Lease Site 11 N Located at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the execution of Amendment No. 2 to City Secretary Contract No. 28384, a Hangar Lease Agreement with GHA Terminal, LLC, for site expansion and add a lease renewal option for lease site 11 N located at Fort Worth Meacham International Airport. DISCUSSION: GHA Terminal, LLC (GHA), currently holds a Hangar Lease Agreement for lease site 11 N, also known as City Secretary Contract (CSC) No. 28384, as assigned by Atlantic Aviation Services to GHA by M&C C- 25703 approved on July 10, 2012. Lease site 11 N consists of 245,512 square feet of ground space and includes a 32,380.58 square foot hangar at Fort Worth Meacham International Airport (Meacham). Staff has received a request from GHA to extend the western boundary of the lease site by 21,293 square feet. The addition of this ground space will aid in GHA's business expansion once their hangar renovation is complete. This added ground space will bring the total square footage of the lease site to 266,805 square feet. In addition, based on the considerable enhancements being completed for the hangar renovation, GHA has requested a provision be added for a renewal option of 10 years to be available at the expiration of the current 30 year term on July 31, 2032. Staff finds no objection with these requests as it facilitates GHA's development at Meacham. The added 21,293 square feet to lease site 11 N, at a ground rate of$0.32 per square foot, will generate an additional amount of$6,813.76 annually in revenue; approximately in the amount of$567.81 monthly. All other provisions and conditions of the lease shall remain in full force and effect. During the current term and the renewal term, hangar and ground rental rates shall be subject to an increase on October 1, 2014 and every October 1 st thereafter to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment. Ground rental rates during the current and renewal term will also be subject to a five-year rate adjustment starting on October 1, 2017 and every five years thereafter and will automatically be adjusted to equal the then-current ground rates as prescribed by the Schedule of Rates and Charges. Additionally, the hangar rate will be subject to an adjustment at the start of the renewal term based on a Fair Market Value appraisal as prescribed by the Schedule of Rates and Charges. Logname: 55FTW AMENDTWO GHATERMINAL Page 1 of 2 The property is located in COUNCIL DISTRICT 2, Mapsco 48P. FISCAL INFORMATION /CERTIFICATION: The 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 FROM Fund/Account/Centers PE40 491052 0551101 $6,813.76 CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Additional Information Contact: Jonnie Huitt (5409) ATTACHMENTS 1. 55FTW AmendTwo GHATerminal Exhibit.pdf (Public) Logname: 55FTW AMENDTWO GHATERMINAL Page 2 of 2