HomeMy WebLinkAboutContract 21755-A2� •,
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. FedEx Lease NUmber: 94-0774-001
��C4ND AMENDMENT TO LAND AND SPECIAL FACILITIES LEASE AGREEMENT BY
AND BETWEEN FEDERAL EXPRE�S CORPORATION AND CITY OF FORT WORTH
This AMENDMENT NO. 2 to the Land and Special Facilities Lease Agreernent as PreviousIy
Assigned under Ciry Secretaty Contract (CSC} 21755 and Amended ("Amendrnent") is made and entered
into by and between the CITY OF FORT W4RTH {"Lessor"), a home rule municipal corporation
arganized under the laws of the Siate of Texas, acting by and through Fernanda Casta, its duly a�thorized
Assistant City Manager, and Federal Express Corporation {"Lessee"), a Delaware corporation, acting
by and through Donna Cook, iis duly authorized Vice President.
RECITALS
WI�REAS, On April 1, 1996 the Alliance Airport Authoriiy, Inc. {Authorit�), a nonstock,
nonprofit indusirial development corporation created ta act on behal� oi the Lessor pursuant to the
Constitution and laws of the State ai Texas including ArticIe S 190.6 V.A.T.C.S. as amended (hereinafter
called the Deve�opnaent Corporation Act), and Lessee entered into a Land and Special Faciiit�es Lease
Agreement {"Agreement"} for the lease af a certain tract of land and appurtenances siivated in Denton
County, Texas, more particuiazIy described in the Agreement togetl�er with all improvements ihereon
(the "Leased Premises") adjacent to Fort Worth Alliance Airport ("Airport")
WHEREAS, the Agreement included the construction of special facilities that were to be financed
by the sa�e of bonds issued by the Autl�ority with the intent that tk�e improvements be owned by the Lessor;
WHEREAS, The Authority and Lessee, contemporaneaus with the executio�z of ihe Lease, entered
into an Assigninent and Assumption of the Agreerrient (CSC 21755) where the Authority conveyed to
Lessor the Leased Premises and aIso assigned, transferred, and canveyed all of the Authority's rights, title,
and interest in and to the Agreement and all of the rights, bene�ts, and privileges of the Authority under the
Agreement, other than any rights specifically reserved to tHe Authority, to Lessor;
WHEREAS, in 2006, pursuant to rights reserved to it unc�er the terms of the 1996 Agreement,
Lessee requested that ihe Authority issue its Special Facilities Revenue Refunding Bonds, Series 2006
(FederaI Express Carporation Project),in the maximum aggregate principal amount of $249,540,000
(the "Series 2006 Bonds" or the "Bonds" under and pursuant to a Trust Indent�xre, dated as of May 1,
2006 by and between the Authority and J.P Morgan Trust Company National Association, as frustee
(the 'Indenture");
WHEREAS, on May 1, 2006, to accomplish the issuance of the Special Facilities Revenue
Refunding Bonds, the Auihority and Lessee, with tne consent of the Lessor, executed the First
Amendment to the Agreement ta add certain provis�ons and make necessary changes in order to trtave
forward with the issuance of ihe refunding bonds (Resolution No. 3332-04-200fi);
Amendment No. 2 to
Land and Special Facilities Lease Agreement
ey and I3elwccn �ederal �xpress Corporation
And City of Fort Worth
Page 1 of 21
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WHEREAS, in accordance with the Agreement, Lessee has paid off the entirety of the debt
owed to the Lessor during the iniiial term and there are no bonds outstanding owed by the Lessee;
WHEREAS, tt�e initial term of the Agreement cornmenced on Apri� 1, 1996 and will terminate
on April 1, 2021;
WHEREAS, du� to the im�ending termination of the initial term, the parties intend to amend
the Agreement to create a new extended term that wiiI contain separate provisions applicable io the new
extended term which will prevai� over any provisions in the original Agreement;
WHEREAS, the Lessar and Lessee would no�v Ii1ce to amend the Agreement to {i) extend the
term of the Agreement by creating a new "Extended Term", amend tne rental rates to reflect a new
faciliiy rental rate; (ii) include specified capital investments to the Leased Premises that r�vill be required
by the Lessee as part of the compensation for the Extended Term; (iii} update the property descripfiion
of the Leased Premises; and (iv) provide additional provisions to coincide with the Extended Term that
differ from the original Agreement.
NOW, THEREFORE, for good and vaIuable consideration, the receipt and adeyuacy of which are
hereby acicnowledged, Lessor and Lessee hereby agree as follows:
1. I� General. It is the inteni of both parties that the provisions within this Amendment
will govern during the new Extended Term, as defined below, and will prevaiI where there is a conflict
in the Agreement. Article IV "Term" and Artic�e V"Rentals and Fees" o#' ihe Agreernent are nat
applicable during the Extended Term and the term and rent structure provisions in this Amendment
control. Wh�ere there is a referer�ce in a provision within the Agreement to a provision of Articies IV or
V of ihe Agreemeni, those references are hereby replaced by the ap,plicabl� provisions within this
Amendment.
2. Extended Term.
a. Creatian oi Extended Term. Lessor and Lessee acknowledge that the Term, as c�efined under
Article IV of the Agreement, is currentIy scheduied to expire on April 1, 2021.
Notwithstanding the foregoing or anything to the contrary in the Agreement, Lessor and Lessee
hereby agree to extend tI�e Iease term %r the Facilities under the Agreerneni �or a period of
tw�nty (20) years, cammencing on April 2, 2021 and continuing through and incIuding April
1, 2041, unless soaner terminated as provided in the Agreement, as hereby amended.
Notwithstanding the original expiration date, the period oftime commencir�g on Apri12, 2021,
and ending on April 1, 2041 shall be referred to herein as ihe "Extended Term."
b. Expiration of the Extended Term. This Agreemeni sHalt expire and ierminate at tH� end of
the Exten�ed Ternn, and the Lessee shall have no further right or inierest in the Leased
Premises except as provided fn Section 1405 of the Agreement.
Amendment No. 2 to
Land and Special Facilities Lease Agreement
By and Between Federal Express Corporation
And City of Porl Worth
Page 2 of21
c. Ri�hts at Expiration During the Ex�ended Term.
(i.) If Lessee holds over aiter the expiration of the Exfiended Term, this action will create a
month-to-month tenancy. In this event, for and during the holdover period, Lessee agrees
ta pay ali applicable rentals, fees and charges at a rate equal to the then Fair Market Value,
as determined by Lessor's market analysis. In no case shall the rate be less than the value
assessed upon compl�tion of a property appraisai completed by a third parly ver�dor that
has been approved and secured by Lessor. A ten percent (10%) increase wiIl be added ta
the Fair Market Value rate untiI a new lease agreement is approved and executed. The
holdover pexiod wili not exceed six (6) zno�ihs from the time the current lease agreement
expires. Upon Y,he expiration of the holdover period, the City may exercise all legal rights
and remedies available, including but not limited to eviction. To erase any doubt, Section
402 of ihe original Agreement wiil not be applicable during the Extended Term and this
Arnendment will control.
(ii.} The Lessee further agrees that upon the expiratian of the Extended Term of this
Agreement or sooner cancellation thereof, the Leased Pz-enr�ises wil] be delivered to ihe
Lessor in good condition, reasonable wear and t�ar, matters covered by insurance and
damages fram candemnation excepted.
2. Rentals and Fees During the Extencied Term.
(a) Facilit,y and Ground Rent During the Extended Term. During the Extended Term,
the Lessee shall pay Lessor rent for the Facilities at an annual rental raie of Two
Million, Twelve Thousand, Four Hundred and Seventy Four pollars and �0/100
Cez�t� ($2,012,474.20 Dollars) wk�ich wi�l be payable �n twelve (12) equal monthly
insta�lr�ents. On Apri1 l, 2026 Lessee's Rental Rate will increase by 6%. On April
1 st of 2027 and annually tl�ereafter Lessee's Rental Rate will increase by 2%, reiative
to the prior year, for the remainder of the Exiended Term.
(b) Capital Investments by Lessee Durir�� the E�tended Term.
i. "Capital �nvestment" shall mean investments, in terms of dollars spent,
on projects on the Proper�y cammenced during tihe E�iended Term and
approved in writing by the City that consisfi of permanent structural
changes or restoratiions of some cornponent of the Facilities that will eFther
(i) enhance the premises' overaIl vaIue, {ii) prolong its useful life, (iii)
adapt the premises to new uses, {iv) or expand the Facilities physicaI
footprint. Capital Investments that have already been agreed io and
approved between the parties to date, include a roof replacement, HVAC
system replacement, utility infrastructure replacement, and the
development of a new U.S. Customs �'acility.
ii. As pari of Lessee's obligations during the E�tended Term, Les�ee shall
A�nend�nent Na. 2 ta
Land and Special I'acilities Lcase Agrcemcnt
By and Be[ween Federal Express Corporation
And City of Fart Worth
Page 3 of 2 I
make certain Capital Investments in the amount of $20 Million Dallars
prior to March 31, 2041 ("Capital Invesiment Obligation"). Of this $20
Million Dollars, Lessee will expend at least $15 Million Dol�ars in Capital
Investmenis by March 31, 2026. If $15 Million DolIars in Capita�
Investments is not spent by March 31, 2026, Additional Rent as more
defnitivety described in Subsection (b}(iv) of tk�is Section will be added
to the base rent throughout ihe remainder ofthe Extended Terrr�. Lessee's
tatal obligation for Capital Investments during the Extended Term will
never be less tnan the full $20 Million Dollars, therefore if $15 Million
Dollars is nofi spent by March 31, 2026, the remaining amount of the $I5
Million Dollars after ihat date is stiIl required to be expended by Lessee
during the remainder of ihe Extended Term.
iii. For a Capital Investment to meet the obligations described in section
2(b}(i) of this Amendment, Lessee will be responsible for providing
Lessor pzoof of expenditures, whfch shall include; contractor applications
and certification for payment with supporting documentation, executed
waiver of liens for boih material azad labor from all contractors and
subcontractors, report of subcontractor payments, and paymeni advice
frain Lessee confirming payment to contractor. Notwit�►standing the
foregoing, Lessor reserves the right to request additional information from
Lessee. All documentation shall be subject to final review and approval
by Lessox.
iv. Additional R�nt: If $15 Million Dollars in Capital Investments is not spent
by Lessee by March 31, 2a26 as described in Section 2(b){ii) of this
Amendment, Lessee will be required ta pay additional reni in an amount
equal �a the difference between $ I S M illian Dollars and the act�al Capiial
Investments spent before March 31, 2026 multiplied by $0.0078333, the
producfi of which shall be added to the year six {6) base rent (any
Additional Rent amount will not include the 6% increase like the base rent
far that year), aIong w�ih the annual 2% escaiations thereafter for the
re�naining term of the Agreement. As an example, a sample calcnlaiion
would look like this: ($lOM Capital Investment): $I5,000,000.00 min�as
$i 0,000,000 = $5,000,000 x $0.0078333 = $39,166.b7 additional base
rent added in year six {6) and included thereafter {Additionai Rent).
v. Amount Due at End of Extended Term: If Lessee has not spent tihe full
Capital Investment Obligation by the end of the Extended Term, the
Lessee wilI be responsible for paying the remaining amount of the Capital
Investrnent Obligation in full. The formula ta be applied at the end of the
Extended Term for the amaunt of Capital Investments still due to the City
is as follows:
Amendment I+fo. 2 to
Lai�d and 5pecia! Facilities Lease Agreement
By and Between Federal Express Corporation
And City of Fort Worth
Page 4 of 2 E
Example: Twenty Miilion Dollar Capifal �nvestment Obligatfon minus
(Any Spe�t Portion oi Capital Invesfinents plus paid Additional Rent
referenced in section 2{b)(iv) o� this Amendment} = Amount owed to
t�e City in Ca�ital Inve�tmenfs.
(c} Time azad Place of Pavments. Any rent due during the E�tended Tertr� shall be payable in
ec�ual monthly installments in adva�ce on ar before the first Business Day of eac� calendar
tx�onth of the ter�n at the office of the City Manager of the Lessor at the address set forth in
Section 1 S 11 hereof.
(d) Delinquent Pavments. �n the event rental payments that are due during the Extended Ternn
have nat been paid by the Lessee on the due date thereof, the Lessor will assess a late penalty
charge of �fteen percent (15%) each month on the entire balance of any overdue rent that
Lessee may accrue.
3. Improvements During the Extended Term.
a. Improvements. For the purposes of this Amendment, improvements will consist of
any repairs and upgrades to e�isting facilities on the Leased Aremises as well as the
construction of new facilities on the Leased Premises at Lessee's sole discretion
whether they are merely discretionary impravements made by the Lessee or if they
will be considered as projects approved by the Lessor that include Capital
Investments as defined above in Section 2(b)(i) of this Amendmenti
("[mprovements").
In order %r Improvements to be completed during the Extended Term, Lessee shalI
submit all pIans, time schedules of work to be performed, specifications and estimates
for the costs of the proposed work in writing and also reque$ts and receives in writing
approvaI fi•am the Lessor or Lessor's authorized representative ("Direcfor"). Lessar
ag�ees to respond in writing to Lessee's requests for approval within thirty (30}
calendar days of receipt of such requests. Lessee covenants and agrees that it shal�
fu11� comply with aIl provisions of this Section 3 of this Amendment in the
undertaking of any such Im�rovemenis. Lessor shall take full tifile to any
Iimprovements on tbe Premises upon completion of the Imprar�ements, provided that
trade fixt�ares shall remain the property af Lessee and inay be removed so long as
Lessee repairs any damage caused thereby. If any Itnprovernents to the Leased
Premises are not camplete, by within a five (5} year time period from commencement
of construction, Lessee shall b� in default in accordance with Section l 401(e) af the
Agreement (Unless an extension is granted in writing by Lessor that extends the time
period allowed for Lessee io reach completion) and Lessor shall, after providing the
sufficient notice to Lessee, terir�inate Less��'s �•ighis to the Premises in its entirety
and Lessar may also seek all remedies available to it as lis#ed under Section 1403 of
the Agreement. To erase any doubt, any Improvements as defined herein must be
complete in their entirety at the expiration of the Extended Term.
Amendment No. 2 to
Land and Specia] Facilities Lease Agreement
By and Betweei� Pederal Express Corporation
AncE City oF �ort Worth
Yage 5 of 21
b. Process for A�roval of Plans. Lessee's plans and praject schedule far Irnprovements
shall conform to the Lessor's arck�itecturai standards and mus� also receiv� written
appraval from the Lessor's Departments of Development Services and
Transportation and Public Works. All plans, schedules, speciiications and work sha11
conform to all federal, stat� and local laws, ordinances, rules and regulations ir� force
at the time th�at the p�ans are presented for review.
c. Documen�s. Lessee shall supply the Director with co�nprehensive sets of
docurnentation relative tio any Improvement, incIuding, at a minimum, as-built
drawings of each project and a project sch�dule. As-built dravvings shall he new
drawings or redline changes to drawings previously provided to the Director. Lessee
shalf supply the textua� documentation in corr�puter format as requesied by Lessar.
Lessee shall also provide io the Lessot' all permits that were applied %r and r�ceived
by Lessee for ihe construction af any Improvements; and a copy of ail warranties
received from any vendors, manufacturers, contractors, or subcontractors far ihe
Improver�tents.
d. Bonds Required ofLessee. In the event that any Irnprovement wilI exceed a cost of
Two Million Dollars, prior to the commencement of any Improvement, Lessee shall
deliver to Lessor a bond, executed by a corporate surety in accordance with Texas
Government Code, Chapter 2253, as amended, in the full amount of each construction
contract or projeci. The band s�al1 guarantee (i} satisfactory compliance by Lessee
with all applicable requirements, terms and conditions of this Lease, including, but
not limited to, the satisfactory completion of the respective Irn�rovements, anc! (ii}
full payments to al1 persons, firms, corporations or oiher eniities with whom Lessee
has a direct relationship %r the constructiott of such Improveinents.
In lieu of the rcc�uired bor�d, Lessee may provide Lessor with a cash deposit or an
assignrneni of a certif cate of deposit in an amount equal to 125% of the fuil amaunt
of each construction contract or project. If Lessee makes a cash deposit, Lessee shall
not be entitled to any interest earned thereon. Certificates of deposi� shall be from a
financial institution ir� the Dallas-Fort Worth Metropolitan Area which is insured by
the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest
earned on the certif cate of deposit shall be the property oF Lessee and Lessor shall
have no rights in such interest. [f Lessee fails ta complete the respeciive
Irnprovements, or if claims are filed by third parties on grounds relatin� to such
Improvements, Lessar shaIi be entitled to cEraw down the fuli anaount of Le$see's
cash deposit or certificate of deposit and apply the proceeds to complete the
Improv�ments or satisfy the claiins, provided thai any balance shall be remitted to
Lessee.
e. Bonds Re uired of Lessee's Contractors. In the event that any Impravement will
exceed a cost of Two Million Dollars, prior to the commencement of any
Amendment No. 2 to
Land and Special Facilities ]�case Agreement
By and Between Federal Express Corporation
And City of Fort Worth
Pagc 6 0�21
Irnprovement, Lessee's respective prime contractor shall execute and deliver to
Lessee surety performa�ce and payinent bonds in accordance with ihe Texas
Government Code, Chapter 2253, as amended, in the amount af the respective
contract price to cover the costs of alf work performed under such contracior's
contract for such Improvements. Lessee's prirne contractor shall also iurnish a
mainte�ance bond in an amount equal to the contract price as security to protect
Lessor against any defects in any po�ion af the improvements. The maintenance
bond shall remain in effect for two (2} years after the date of �nal acceptance of t�e
improvement by the Lessar. Lessee shall provic�e Lessor with copies of sucH bonds
prior to the commencement of such Improvements. The bonds shaIl guarantee (i) the
faithful perfortnance a�d completion of all constructian work in accordance vuith the
final plans and specifications as approved by Lessor and (ii) full payment for all
wages for labor and services and oi all bills for materials, supplies and equipment
used in the performance of the construction contract. Such bonds shall name bofih
Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 3
(d) of this Amendment shall apply.
f. Releases b;v Lessor Upon Completion of Construction Wor�c. Lessor wi�l allow
Lessee a dallar-for-doIlar reimbursement from its cash deposit accou�zt or reduction
of its claim upon Lessor's certificate of deposit upon {i}, where Lessee serves as its
own contractor as described in Seciion 3(d) of this Arz�endment, verifcation that
Lessee has coznpleted construction work or (ii), wh�re Lessee uses a contractor,
r�ce[pt of ihe contractor's invoice and veri .fication that the contractor has completed
its wark and released Lessee to the extent of Lessee's payment for such wock,
including bills paid, affidavits and waivers of liens.
4. Lessee's Financial Obli�afions to Lessor upon Termination, Breach or DefaultUnder
Section 1404 of the Agreement, "The Lessee to Remain Liab�e for Payments; Reletting," in the event
of Default by the Lessee during the Extended Term, the Lessee will continue to be liable for the payment
of all amounts payable under the Agreement, including the aznounts prescribed by this Amendment, to
Lessor. This includes any Capital Investment Obligation required under this A�nendment not yet expended
by Lesse� at the time of an E�vent of Default. For an avoidance of any doubt, the %rmula to be appl ied at
tizx�e of an Event af Deiault under the Agreement for payment of unpaid Capital Investments is as
follows:
Example: Twenty Miliion Dallar Capital In�estment Obli�ation mir�us (Any
Spent Portion of Capital Investments plas paid Additional Considerat�on} _
Amoant owed fo the Cify in Capital Investments.
�. EXHiB[T A, "PROPERTY DESCRIPTtON LEASE PARCELS" of the Agteement is
deleted in its entirety and replaced with the attached EXHIBIT A to this Amendrneni.
6. Section 605, "Hazardous Materials" of the Agreement vvill be deleted in its entirety and
replaced with the language tn EXHIBIT B of ihis Amendment.
Amendment No. 2 ta
Land ar�d Special Facilities Lease Agreement
By and Between FederaE Cxpress Corporation
And Cily of Fort Worth
Page 7 of 21
'7. Section 608, "Right to Use Airpa�" of the Agreement will be deleted in its entirety and
replaced with the following:
Section 6d8. Ri ht to Use Air ort. Lessee shall observe and comply with any and all
requirements of the co�nstituted public authorities and witI� all federal, state or local statuies,
ordina�ces, regimens and standards applicable to the Lessee for its use of the Facilities,
including but not limited to, rules and regulations promulgated from time io iime by the
City of Fort Worth for t�e administration of the Airpart.
S. Article XIII, "Termination of the Agreement by the Lessee" is h�reby de3eted in its
entirety and not applicable during the Extended Term.
9. Section I811 "Notices" oFthe Agreement is hereby deleted in its er►tirety and replaced
with the followir�g:
Sectian 1$1 I. Notices. Notices required pursuar�t ta the provisions of this Lease shall be
conclusively determined to have been delivered (i) when hand-delivered to the other party
at s�ch addresses listed below, or at such other addresses as the receiving party designates
by proper notice to the sending party, or (ii) three (3) days aiter being deposited in the
United States Mail, postage prepaid, addressed as follows:
To LESSOR:
City of Fort Wor�h
Aviatian Departmen�
241 American Concourse, Suite 330
Fort Worth, TX 76106
To LESSEE:
Federal Express Corporation
ATTN: Manager, Airport Relations &
Development Lease # 94-0774-001
3b80 Hacks Cross Road
Building H, 3`d Ftoor
Memphis, TN 3$125
Copy to:
City Attorney
City af Fort Worth
2Q0 Texas Street
Fo� Worih, TX 76102
Federal Express Corporation
3620 Hacks Cross Road
Building B, Third Ftoor
Memphis, TN 38125
Attn: Business Trarisactions, Managing
Director Lease No. 94-0774-001
Telephone: 901-434-8600
10, if there is a conflict between this Ainendment and the Agreetxaent, this Amendment shall
control. Except as expressly modified in this Amendment, all other terms and conditions af the
Agreement shall remain in full force and effect.
Amendment No. 2 to
Land and Special Facilities Lease Agreement
By and Between Federal Express Corporation
And City of Fart Worth
Yage 8 of2]
ll. The stafiements set forth in the recitals above are true and correct and form the basis upon
which Lessor and Lessee have e�tered inta t�is Amendment. The Agreement is a public document on file
in Lessar's City Secretary's Office and is incorporaied herein by reference for all purposes.
(Signature Page to Follow)
Amendment No. 2 to
Land and Spccial Facilities Lease Agreement
By and Between Federal �xpress Cor�oration
And Cily oFPort Worth
Page 9 of 21
IN WITNESS WHEREOF, the parties hereto have executed this Amenclmeni in multiples on this the
;��x� day of ��nir , 2021.
CiTY OF FORT WORTH:
- / �
By: .. r' �•�F�..�a�
Fernando Costa
Assistant City Manager
Date: s�'3�/��a%
STATE OF TEXAS
COUNTY QF TAI212.ANT
BEFORE ME, fihe undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Fernando Costa, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the City of Fori Worth and
that he executed the same as the act of the City oi Fort Worth for the purposes and consideration therein
expressed and in the capacity therein staied.
G1VEN DER MY HAND AND SEAL OF OFFICE this �� � day
�� , 2021.
sQ<l�¢YP�/g4 `�',��y�,�R1�7��GS 116111'V�bG�
i\Y�i� ��fl1� � t��$ -
iVo�ry ID #8420808 N t P bli rn nd for the State of Texas
�1�IoIl �, ��. Q�, Z022
APPROVED AS TO FORM
AND LEGALITY:
By: !P� -/tz ���-
;� Tho�nas Royce Hansen,
Assisiant City Attorney
M&C:
Approval Date:
Forrn � 295:
Amcndment No. 2 to
Land and Special Facilities Lease Agreement
By and I3ctween Fedcral Cxpress Corporation
And Gity of Fort Worth
Page IDof21
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Contracf Compliance Manager:
By signing I acknowledge that I am the person responsi6le for the monitoring and administration of this
Print Name
and reporting requirements.
����
LESSEE:
FEDERA,L EXPRESS C4RPORATYON
B�7:, I�� , _ _ _ y
Donna Coak�
Vice President
_ _� .
Date: � �� .: � � ' .
STATE O�' TENNESSEE
COUNTY OF SHELBY §
FedE� L��al Ap�roval: AWM 03-19-21
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8�r �rr����r F�ay�s a1 9: �� farr�, NF�r 2T, �{3Y"�
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Ten�nessee, on ihis
day personally a�peared Donna Cook, lcnown to me to be the person whose name is subscribed ta ihe
fore�oing instrument, and acknowledged to me that the sarx�e was the act of FEDER.AT. EXPRES�
CORPORATION. and that s/he executed the sam� as the act of FEDERAL EXPRESS
CORPORATION. far the purposes artd consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFIC�i's �� .- day
'� --° ,2021. ,__,
Amendmenf Na. 2 to
Land and Special Facili�ies Lease Agreement
By and Retween �cclera[ Express Gorporation
And City of Fort Warth
Page I 1 of 21
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Amendment No. 2 to
Land and Special Facilities Leasc Agreement
By and Between Federal Express Corporation
And City af Fort Wortl�
Page 12 of 21
EXH�BIT A
PROPERTY DESCRIPT�ON
LEASE PARCELS
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Amendment No. 2 to
Land and Special Faci[ilics Geasc Agreement
By and Between Federal �.xpress Corporation
AncE City ofFort Worth
Page 13 of 21 - Exhibit A
EXHIBIT S
ENVIRONMENTAL PROVISIONS
For purposes of this Ainendment, fihe following definitions shall apply to environmental matters:
"Disc�arge" means an act or omission by which Hazardous Materials, Solid Waste, Process Water,
or any substances or materials regulated under Environmental Laws, now ar in the future, are leaked,
spilled, poured, deposited, or otherwise entered into wetlands, graundwater, waters in the State of Texas,
or waters of the Unified States, or by which thase substances are deposi�ed rvhere, unless controiled or
removed, they may drain, seep, run, or otherwise enter said waters.
"Environnrxental Impact CIaim" means any claim, suit, judgment, penalty, fine, loss, cost recovery
aciion, administrative proceeding, request for infortnation (when such request is by a governmental
agency), order or citation by any governmenta.l agency, notic�, cost, or expense (including but not
limited to documented costs of investigation, study, cleanup, removal, response, remediation,
transportation, disposal, restoration, monitoring, and reasonable fees of consuliants, contractors, and
attorneys} vvhich ar�ses out of, is related io, alIeges, or is based on the presence, transportation, handling,
fireatmenfi, storage, or Release, dispersal, dispasal, emission, escape, Discharge, or migration of any
Hazardous Material{s), Process Water, or Solid Waste, any other chemical, material, irritant, regulated
substance, or toxic substance, wheiher solid, liquid, or gaseous in nature, or which has any adverse effect
on wildIife. Environr�aental Impact Claim shall exclude personal injury, wrongful death, product
]iability, and environmental justice claims.
"Environmental Law(s)" means all existing and fuiure federa�, state, and Iocal laws and permits, and
all otl�er statutes, ordinances, rutes, ord�rs and regulations relating to protection of tl�e environmeni,
wildlife, public health or public safety.
"Facilities" shall have the mear�ing as identified in ilie Agreement. Agr�ement is defined in the first
wher�as of the recitaIs of this Amendment.
"Greenhouse Gas" or "GHG" has the same definition as in the Mandatory Greenhouse Gas
Reporting Rule (40 C.F.R. § 9$.6 (2009)), as it may be amended from time to time.
"Hazardous Material(s}" means any substance regulated under or subject to Environmenial Laws:
(a}the presence of which requires investigation, abafiement, response, removal, or r�mediation under any
Environmental Law; or (b) that is or becomes de�ned as a hazardous waste, hazardous substance, iaxic
subsiance, regulated substance, pollutant, or contaminant under any Environrnental Lavv, including
without limitation the Comprehensive Environmental Response, Co�x�pez�sation and Liability Act, the
Resource Conservation and Recovery Act, the Texas V►jater Code, or the Texas Health and Safety Code;
or (c} the presence of which or� the Facilities poses or threaiens to pose a hazard to the health or safety
of persons on or about the Facilities; or (d} that contains, sewage, gasoline, diesel fuel, petro�eunra
hydrocarbons, natural gas liquids, ethylene g�ycol, propylene glycol, potassiurn acetate, polychlorinated
biphenyIs ("PCBs"}, asbestos, lead paint, or urea formaldehyde foarr� insulation.
Amendment No. 2 to
Land and Special Facilities Lease Agreement
By and Between Federal �xpress CorporaEion
And Ciiy of Fart Warth
Page I4 of21— Exhibit B
"NPDES" rneans the National Pollutant Discharge Eliminaiion System.
"Process Water" means water, oiher than storm water or rainwater, that during manufacturing,
treating, processing, or cleaning, comes into direct contact wtth or resuIts from the production or use of
any ravv rr�aterial, intermediate product, fnished product, by product, or waste.
"Release" means any depositing, spilling, leaki�ag, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, durnping, ar disposing into the environment, or a threat of
release such that a release naay or could enter the environment.
"Solid Waste" has the same meaning as in the Resource Conservation and Recovery Act artd tHe
Texas Health and Safety Cade.
"SWPPP" means Stor�n Water Pollution Preveniion PIan.
"TPDES" means the Texas Pollutant Discharge Elimination System.
"Lessee Entities" rxaeans Lessee's em�loyees, contractors, subcontractors, agents, licensees,
sublessees, affiIiates, vendors, invitees and other parties under Lessee's direction or control that conae
onio the Facilities in connection with Lessee's use or occupancy oi the Facilities.
"Water in tl�e State of Texas" has the same meaning as in Texas Water Code Section 26.001, as
amended from time to time.
"Waters of the United States" has ihe same meaning as in 40 C.�'.R. Sec�ion 122.2, as ainended
from time to iime.
1.1 Lessee Representations, Warranties, And Covenants.
Lessee represents, warrants, and covenants the folIowing:
1.1.1 Lessee has obtained and throughout the term of this Amendrneni shaIl obtain and maintaix�
all applicable licenses, pernaiis, registrations and other authorizations and approvals required under
Environmental Laws and shall provide any notices required under Environmental Laws for conducting
its operations at the Facilities during the term of this Amendment. Lessee shall require Lessee Entities
to obtain and maintain all applicable licenses, permits, registrations and other autharizations required
by Environmental Laws in arder to conduct their operations and activities at the FaciIities.
1.l .2 �Intentionally Deleted.]
1.1.3 Lessee shall not cause or contribUte to or allow or permit Lessee Entities to cause or
contribute io:
Amendment No. 2 to
Land and Special Facilities Lease Agreement
By and Between Federal �xpress Corporation
And City of Fart Warth
Page 15 of21— Exhibit B
(a} any Release or Discharge of any Hazardous Material, Salid Waste, or Process
Water at the FaciIities unIess auihorized by an Environmental Law or Airport Rules and Regulations;
(b) any violatio�t of any applicable Environmental Law as a resuli, in whole or in
part, of the use by or operations of Lessee at tl�e Facilities, or those of Lessee Entities;
(c) any Release or Discharge from the Facilities whicH is a materially contributing
cause oi the Lessor exceeding the eff�uent limits of any individual storm water discharge permit
issued to the Lessor, Multi-Sector General Permit, Municipal Separate Storm Sewer System pertx�it,
or any applicable federal effluent limiiation guideline; or
(d) any contamination or pollution of the soil, su�face waters, or groundwater at or
underlying ihe Facilities.
1.1.4 Lessee sl�all handle, use, store, dispose of, or otherwise manage, and shall require Lessee
Entities to handle, use, store, dispose of, or otherwise manage any Hazardous Material, Process
Water, or Solid Waste at the Facilities in a lawful and prudent manner and so as to prevent the
Release or Discharge of any Hazardous Material, Process Water, or Solid Waste ihat daes or may
pallute ar contaminate the environment ir� vio�ation of Environmental Law, or that does or may
adversely affect the health, weIfare, or safety of persons whether located within the Facilities.
Without limiting the foregoing, Lessee shall not conduct or allow any Lessee Entities to conduct any
operations or activities involving the use or application of ethytene gIycol, propylene glycol, or any
other substance in de-icing or anti-icing at any Iocation at the Facilities except in accordance with
all applicable Environmental Laws.
1.1.5 Lessee shall be respansible for t�e proper removal and disposal oi all Hazardous Maierials
generated by Lessee, or resulting from Lessee's use, activities, and operations, at the �`acilities,
including those activities and operations conduc�ed on Lessee's behalf by Lessee Entities.
1.1.6 [IntentionalIy Deleted.]
1.1.7 Lessee shall require Lessee Entities to undergo such training as is required by applica6le
Environmental Laws. Lessee shall designate whick� of its empIoyees should undergo such fraining.
1.1.8 If Lessee causes or contribufies to a Rel�ase, Discharge, or spill of Hazardous Materiais,
Solid Waste, or Process Water at the Facilities that is above any applicable reportable quantity set
forth in any applicable Environmental Law, Lessee sha11 report such Release or Discharge to the
appropriate gavernrnental authorities in cor►apliance with applica6le Environm�ntal Law. Lessee
shall require Lessee Entities to report any Release or Discharge to the appropriate governmental
authorities, in coinpliance with applicable Environmental Law, if said third party causes or
contributes to a Discharge ar Release ofHazardous Materials, SoIid Waste, ar Process Water above
any reportable quantity set forth in any applicable Enviranmental Law.
1.1.9 Lessee acknowledges that the Lessor and Lessee are subject to certain National and Texas
Pollution Discharge Elimination System permits ("NPDES" and "TPDES"), state and federal storm
water regulations, and federal effluent Iimitation guidelines, including, wiihout limitation, EPA
Amendment No. 2 ta
Land and Special Facilities Lease Agreement
By and Between Federal Express Corporation
And City of �ort Worth
Page I6 of 21 — Exhibit B
Admiriistered Permii Programs, 40 C.F.R. § l22 (2009), as amended from time ta time, for
aperations at tne FaciIities. Lessee shall conduct operations and activities at the Facilities, includi�g
but not limited to de-icing, anti-icing, and construction, and shall require Lessee Entities to conduct
operations and activities at the Facilities in coznpIiance with applicable Environmental Laws. Lessee
shall take necessary precautions to ensure its operation and activities are in compliance with
Airport's applicable NPDES ar TPDES storm water permits and effluent limitation guidelines under
Environmenial Laws. Lessee shall minimize the exposure to storm water af materials generated,
stored, handled, or used by Lessee or Lessee Entities at the Facilities including wztktaut lirr�itation
soil and sediment exposed by construction activities, Solid Waste, and Hazardous Materials and
s�all implement and require impiementation oicertain "Best Management Practices" as defined by
Environmental Laws. Lessee further acknowledges that any TPDES or NPDES storm water
discharge permit issued to tk►e Lessar or any effluent lim�tation guidelines applicable to the Airport
or Lessee are incorporaied by reference into this Amendment to the ex�eni affecting Lessee's
operations at or use of the Facilifiies or opera�ions or activities conducted on its behalf at the
Facilities, or necessitaiing Lessee's coznpliance ta assure the L�ssor's coinpliance the�'ewith. The
Lessor shall endeavor ta negatiate reasonable and cost effective ternns and conditions of any permits
issued to the Lessor which may affect Lessee's operations ai or use of the Facilities or opera�ions or
activities conducted on its behaIf at the Facilities, or which rr�ay necessitate Lessee's reasonable
cooperation to ass�re the Lessor's compliance therewith, hor�vever Lessee acknowledges that the
City does nat act as Lessor when enforcing Lessee's obligations under the City of Fort Worth
Wastewater Discharge Agreement known as City Secretary Contract No. 55003 and L�ssee's
TPDES Permit No. 13457-001-521.
l.l .10 Lessee or Lessee Entities shail not create any human�rnade structure, land use practice, or
human-made feature, ar maintain any condition, that creates an unreasonable wildlife attraction,
including, b�t not �imited to, architectural features, landscaping, waste disposal sites, agricultural or
aquacuttural activities, without appropriate coverings or other rnitigation measures.
1.2 Information to be Provided to the Lessor.
L2.1 If Lessee receives any written notice, correspondence, citation, order, warning, complaint,
inq�iry, claim or demand regarding the Lessee's operations at the Facilities that is not legally
privileged, made conf dential by applicable law, ar protected as trade secrets:
(aj concerning any aIleged contamination, or Discharge, or Release of Hazardaus
Material, Solid Waste, Pcocess Water by Lessee or by Lessee Entities; or
{b) alleging that Lessee or a Lessee Entity is the subject af an Environr�ental Impact
Clairn or alleging that Lessee or an Lessee Entity, or rnay be, in vialation of any Environmental
Law(s}; or
(c) asserting thai Lessee or a Lessee Entity is 1ia61e for the cost of investigation or
remediation of a Release or Discharge;
AmendmentNo. 2 to
Land and Special ['acilities Lease Agreement
By and Between Federal Express Corporation
And City of Fort Worth
Page 17 of21 — Exhibit B
1.2.2 Lessee shall immediately, but not later than five (S) days after Lessee's receipi, inform the
Lessor in writing of same, including a copy af such notice received by Lessee.
1.2.3 Lessee shaIl simultaneously provide io the Lessor capies of its submittals of any non-
privileged reports or notices required under Environmental Lavvs to any governnaental a�ency
regarding:
(a) Lessee's alleged failure to comply with any Environmental Laws at the �'acilities,
01
{b) any Release or Discharge arising out of the past or present operations at or use of
the Facitities by L�ssee or Lessee Entities.
1.2.4 Lessee shall make available, within ten (14) days of Lessee's receipt ofthe Lessor's writt�n
request, the non-privileged documents that Lessee has submitted to any governmental agency
pertaining to the environmentaI compliance statius of Lessee's operations at or use of the Facilities
including without Iimitiation any and all non-�rivileged records, permits, test results, sample results,
writteza or electronic documer�tation, studies, or other documentation regarding �nvironmental
conditions or relating to the presezace, use, starage, disposal, or treatment of any Hazardous Material
or Solid Waste at the Facilities by Lessee or Lessee Entities.
1.3 Response and Compliance Actions.
13.1 Without limiting the indemniiy obligations af Section 1.6 of this Exhibit, if during the
term of this Amendment Lessee or an Lesse� Eniity is the sole cause of a Release, Discharge, or
spill of a Hazardaus Material (including, but not Iimited to those which conta�ninate or pollute any
surface water, graund wafier, infrastructure, or conveyance system) that requires action under
appIicable Environmental Laws, at any portion of the Facilities in connection with their operations
at the Facifities, Lessee shall:
(a) orally natify the Lessor of such Release, Discharge, or spill;
(b) report such Release, Discharge, or spill to appropriate governmental agencies in
accordance with applzcable Environmental Laws, including but not limited to 30 Tx. Admin. Code
§ 327.3, as it may be amended from tinie to time;
(c} immediately abate and respo�d to the Release, Discl�arge, or spill of a Hazardous
Material, as required by applicable Environmental Laws, including but not limited ta 30 Tx. Admin.
Code § 327.5, as it may be amended from time ta time;
{d) take alI further actions necessary ar required under Environmental Laws to
mitigate any imminent threat to human health or the environment; and
(e) undertake any further repairs, reinediation, or correciive actions as are requtr�d
by Environmental Laws or a governmental agen:cy with jurisdiction, to remediate any such Release,
Discharge or spill of a Hazardous Material, and any resulting pollutian or containination.
Amendmenf No. 2 to
Land and Special Pacilities Lease Agree�nent
By and Between Federal Express Corporation
And City ofFort Wart�i
Pagc 1$ of 21 — Exhibit B
1.3.2 �Intentionally Deleted.J
1.3.3 �Intentionally Deleted.]
13.4 If, as is reasonably determined by the Lessor, Lessee:
(a) does �ot diIigently take immediate and all other actions required by applicable
Environ�-nental Laws, including i�ut not liinited to 3Q Tx. Admin. Code § 327, in response ta a
Release, Discharge or spill for which it is responsi6le under Section 1.4, within the time{s)
prescribed by such Environmental Law(s}; or
{b) does not per%rrri or complete alI nec�ssary repairs, corrective aciions or
rem�diation for which it is responsible under [Section 1.4] within ihe tiza�e(s} prescribed by
applicable En�ironmentaI Laws, or within the time reasonabIy necessary to enable the Lessor to
meet its obligations under Environmenial Laws (subject to the conditian that the Lessor must first
provide reasonabie advance written notice to Lessee of such obligations, except in emergency
circumstances in which such ac�vance notice is not possible), then the Lessor, in addition ta its rights
and remedies described eisewhere in this Amendment, may, at its election, upon reasonable written
notice, enter the affected area, and take whatever action the Lessor reasonably deems necessary ta
pratect t(�e public health and safety and the environment, or to enable the Lessor to meet its
obligations under Environmental Laws, within the time required under such Environmental Laws,
at Lessee's expense, although nothing herein shall prejudice the right of Lessee to contest ti�e
Lessor's determinations made under this Section 1.3.4.
1.4 Correction of Enviroa�ental Non-compIiance.
1.�4.1 IF Lessor or any gov�rnmental agency with jurisdiction determines the operations or
activities at or use of the FaciIities by Lessee or Lessee Entities are in alIeged non-compliance with
any appIicable Enviranmental Law, or results in contamination or pollution at or under the Facilities,
and provided that the si�ua�ion or condition in question does not, as determined by the Lessor in its
reasonable discretion, or any other governmental agency with jurisdictian, requires immediate actian
purs�xant to applicable Environm�ntal Laws and Section 1.3.4, the Lessor will notify Lessee in
writing of the alleged noncompliance or contamination or pollution and s1�all require Lessee fio take
action to address such non�compliance as soon as is reasonably praciicable but no later tk�az� thirty
(30) days of Lessee's receipt af natice, unless co�npliance is required sooner by a governmental
agency or applicable Cnv�ronmental Law. Within the response period, Lessee shall take whatever
action is necessary or rec{uired by Environmental Laws, to correct such noneampliattce and ensure
that it is corrected. Lessee s�all a�so have the right during tk�e response period to request information
to substantiate Lessor's de�ermination of non-compIiance. Lessee's obligations to the Lessor under
this Section may be deferred, upo� mutual wrEtten consent af the parties, to aIlow for a final
resolution of or ruling of whether the Lessor's determination is warranted. If Lessar cannot
substantiate the claitn for noncompliance, Lessee shall have no further obligation uttder this Section
with respect to that particular alleged non-compliance. However, any cIaim for noncompliance by a
governmentai agency with jurisdiction shalI be addr�ssed by Lessee as directed by the governmental
entity or as required by EnvironmentaI Law. Lessee acknowledges that the City of �'ort Worth may
Amendment No. 2 to
Land and Special Facilities Lease Agreement
By and Between Federal Express Corpo►ation
And City of Fort Worth
Page 19 of 21 — Exhibit B
enforce Lessee obligations under the City of Fort Worth Wastewater Discharge Agreement lcnown
as City Secretary Contraci No.55003 and Lessee's TPDES Permit No. 13457-401-521 as a
governmental entEty with jurisdiction as vvell as the Lessor.
1.4.2 If Lessee does not take such carrectzve act�on, chaIlenge the Lessor's determination of
non-compliance, or provide a binding commitrrient to address the non-compliance within the ihirty
(30) day period referenced in Section L4.1, the Lessor ar its authorized contractors atad cansultants
may, at the Lessor's option, enter any part of tihe Facilitiies and tal�e such 3neasures as the Lessor
may reasonably deem necessary to correct the alleged non-campliance and to investigate and
remediate any related conta�ninaiion, all at Lessee's expense. All reasonable and documented costs
associated with any action by the Lessor or its contractors or consultants in connection with this
Section, including but not �imited to reasonable attorneys' fees and expenses, and Lessor staff time
and exp�nses, shall be sul�ject ta the reimbursement and indemniiication requirements of fihis
Exh ib it.
1.4.3 Nothing En this Section is iniended or shaIl be consirued so as to prevent the Lessar or
Lessee from exercising, in their reasonable discre#ion, any rights granted or avaiiable elsewhez'e in
this Exhibit, in this Amendment, or by law.
1.4.4 Nothing in this Section shall Iimit or prevail aver any req�irements Lessee is obligated
to perform through the City of Fort Worth Waster�vater Discharge Agreement known as City
Secreta�y Contract No.55003 and Lessee's TPDES Permit No. I3457-001-521.
1.5 Corrective Action Process.
1.5.1 Be�ore commencing any investigation, remediation, or corrective action at the Facilities
under this Amendment, and except for any immediate abatert�ent action required under Section 1.4,
Lessee shall provide the relaied praposed plans for such investigation, remediation or corrective
action to the Lessor for approval, which shaIl not be unreasonably withheld. The work shall be
performed at Lessee's expense, and the Lessor shall have the right ta review ar�d inspect aIl such
work at any time using consuItants and representatives af the Lessor's choice, at the Lessor's
expense. Specific cleanup levels for any environmental remediation work shall comply vvith
a�plicable Environmental Laws. Lessee shaIl, at L�ssee's own cost and expense, have all tests
performed, and reports az�d studies prepared, and shall provide such information to any governmental
agency as may be required by Environmental Laws, wiih a capy to the Lessor. Tl�is obligaiion
includes but is not limited to any requirements for a site characterization, site assessr�ent, Affected
Property Assess�nenti Report, and remedial action plan that ma� be necessary. In the ever�t deed
recordation by �he Lessor is necessary, Lessee shatl reimburse the Lessor for all deed recordation
fees and reasonable at�orneys' fees incurred in connection with such recordation.
1.5.2 Any rei�edial or other activity undertaken by Lessee under this Exhibit shall not be
construed to impair Lessee's rigl�ts, if any, to see� contribution or indemnity from any person.
1.5.3 Lessee may not seek a Municipal Setting Designation for any groundwater underlying
the Faciliiies without obtaining the Lessor's written approval in advance.
Amendment IVo. 2 to
Land and Special Facilitias Lease Agreement
By and Between Federal Express Corporation
Ai�d City of Fort Warth
Page 20 of 2]— Exhibit B
1.6 Enviro�anez�tal ��dennni�cativ� and Reimbur�ement.
1.6.1 Not�vithstanding any other provision to the contrary, and without limiting any other
indemnity in this Arnendzxtent, Lessee agrees to indemnify, defend, and hald harmless the Lessor,
its past, present or future directors, officers, mernbers, agents and employees, the Lessor's council,
council members, agents, and empIoyees {"Enviranmental Indemnifiees"), from and against any and
all claims, demands, penalties, fines, suits, actions, administrative proceedings (incfuding formal
and informal enforcement), government orders, jucfgments, loss, damages, liabilities, costs, and
expenses {including but not limited to reasonable and documented attorneys' and consu�tants' fees
and expenses, litigation costs, expert wifiness fees, and expenses of investigaiion, removal,
remediation, or other required plan, report, or response action) when incurred and whether incurred
in defense of actual Iitigatian or in reasonable anticipation of litigation to the extent resulting from:
(a) the breach by Lessee of any representaiion or warraniy made in ihis Exhibit; or
(b} the failure of Lessee to meet its obligations under this Exhibit in a full and tii�nely
manner, whether caused by Lessee or any third party under Lessee's directian or control; or
(c) documented loss by any Environmental Indemnitee(s) from any Environtnental
Impact Clairza, to the extez�t caused by the operations, activities, action or inaction oi Lessee or
Lessee Entities, at the Facilities during the �errn of this Amenc�ment.
1.6.2 In the event the Lessar undertakes any action, including but not limited to response or
corr�ctive action, repairs, or remediatiion, in the exercise of its rights with respect to Lessee under
this Exhibit, Lessee shall reimburse the Lessor, upon reasonable written notice by the Lessor, for ail
reasonable and documented costs that the Lessor incurs in associatioz� with such action, including
but nofi lirnited to consultants' fees, contractars' fees, reasonable attorneys' fees and expenses, a�d
expenses of investigation, repair, response or correctEve action and remediation.
I.63 Naiwithstanding any other provision to the contrary, and to tl�e extent permitted by law,
the Lessor agrees to indemnify and hald harmless Lessee and its directors, officers, agents and
employees from anc� against any and all claims, demands, penalties, �nes, suits, actians,
adnninistrative proceedings (including in%rmal proceedings), governrnent orders, judgmertts, �oss,
damages, liabiliiies, costs, and expenses (including but not iimited to reasanable and documented
attorneys' and cansultants' fees and expenses, litigation costs, expert wiiness fees, and expenses of
investigation, removal, rert�ediation, or other required plan or response action) to the extent resulfiing
from (i} failure of the Lessor to meet its obligations under this Exhibiti, or (ii) the doc�mented loss
by Lessee, its directors, officers, agents or employees to a third party or governmental entity from
any Environm�ntal impact Clairn, to the extent resulting from the operations, activities, actions or
inaction of the Lessor or any other party under the Lessor's direction and contral. The Lessor anc�
Lessee agree that nathing herein requires the Lessor to create a sinking fund ar atherwise ]evy a tax
for any purpose.
Amendment No. 2 to
Lan� and Special Nacilities Lease Agreement
By and I3efween I'edcral Express Gorporation
And City of Fort Worth
Page 21 of 21 — Exhibit B
1.6.4 R�gardless of the date of terminatian of this Amendment, the indemnifying party's
represeniations, obligations anc� Iiabilities under this Exhibii shall continue as long as the
indemnified party bears any Iiability or responsibiIity under this Exhibit or the Environmental Laws.
1.7 Limitations.
Lessee's obligations under this Exhibit shall not apply to:
1.7.1 Containinaiion that existed at the Facilities prior to Lessee's initial occupancy or
operations at such area(s) of contamination at the Facilities, provided that neither Lessee nor any
other party under Lessee's direction or control, or conducting operations or activities on its behalf,
subseyuently contributed to such contamination; or
1.7.2 Releases that migrate onto, into, or from the Facilifiies and that were not caused by Lessee
or third parties under Lessee's direction or control or conducting operations or activities on its behalt;
or
1.7.3 Releases or Discharges on, at, or from the Facilities not caused by Lessee or Lessee
Entities; or
1.7.4 Releases, Discharges, or contamination to the extent caused by gross negliger�ce or willful
misconduct by the Lessor, its agen�s or employees or any other party under the Lessor's direction or
cantral.
1.8 Waiver.
Any vvaiver of any provision of this Exhibit, or any delay by the L�ssor in the ehforcement of any
right hereunder, shall neitHer be construed as a continuing waiver, noz' create an expectation of non-
enforcement of that or any ather provision or right. In order to be effective, any waiver of any right,
beneiit, or pow�r hereunder must be in writing and signed by an authorized representative of the
Lessoc, it being intended that no waiver shall be implied by the Lessor's conduct or failure to act.
Any specific written waiver shall be applicable only to �he particular facts and circumstances thereby
addressed and shall not be of any effect with respect to future evenis, even if any of said future
evenis involve substaniially similar circumstances. Any remedies provided for in this Exhibit shall
be cumulative and in addition to, and not in lieu of, any oiher remedies available to Lessor at law,
in equity, or otnerwise.
1.9 Survival of Environ�nental Provisions.
Unless specificaIly stated elsevvhere hereir�, the provisions af this Exhibit, including the
representat�ons, warran�ies, cavenants and indemnities af Lessee, are intended to and shall survive
termination of ihis Amendment.
Amendment Aio. 2 to
Land and Special Facilities Lease Agreetnenl
[3y and Between Federal Ex�ress Corporation
And CiEy of Nort Worth
Page 22 of 21-- Exhibit B
�x� �t�ur��i� �1�����,
DATE: 3/9/2021 R���R�f�C€ "*M&C 2'[- �OG
I�Q.: Q184 A!�►M�:
o�ciai site o€ tne C7ty o€ Fort wortn, Te�cas
F���H
55AFW F'ED�X LAN� AND SP�CIAL
FACILITiES LEAS� AMENDMENT NO 2
CODE: C TYPE: CONSENTPUBLIC NO
I� �ARI � G:
SUBJ�CT. (CD 7} Authorize #he Execution of Second Amendrr�ent to Land and Special Facilities
Lease Agreemenf with Federal Express Corporation Refative to the LJse of Approximately
1 Fi8 Acres af Land and Facilities Being Situated af Fort Worth Allianc� Airport on Lot 1,
Block 1, FEDEX Addition, City of For� Worfh, Denton County, Texas, Located at 2001
World Wide Drive, For� Workf�, Texas 76177 ar�d a New Cargo Carrier OperatEng
Agreement
R�COiV���IVDi4Tl0�:
]t is reeommended that fhe City Councif:
1. Authorize the execution of Second Amendment to Land and Special Facilities Lease Agreement with
Federal Express Corporation relati�e to the �ase of approxima#ely 168 acres of land and fiacilities b�ing
situated at Fort 1North AI[iance Airport on all of Lot 1, Block 1, FE�EX Addition, City of Fort Warth, Denton,
Texas, Located at 2001 Worid Wide Drive, Fort Warth, Texas, 76177; and
2. Authorize the execufion of a new Cargo Carrier Operating Agreement with Federal Express Corporation
at Fort Worth Alliance Airport.
[]15CUSSION:
The purpos� of the M&C is to authorize the executian of a Second Amendment to Land and Special
�acilities L�ase Agreement with Federal �xpress Carporation relati�e to fhe continued use of 968 acres of
land and facilities owned by the City of Fort Worth at Alliance Airport to su�port their package sorting artd
air cargo transpart operations.
7he City Council, on April 11, 1995, appraved Resolufion No. 2055 authorizing the City Manager to proceed
with fh� design phase of Alliance Airport Improvements - Federal Express Southw�st Hub.
O� November 2� , 1995, the City Council aPproved M&C G-11309 which authorized the City Manager to
submit to the Federal A�iation Administration a� amendment to the Alliance Airport Layouf P[an that would
include the Federal Express site in the a�rpork f�oundary and increase the size o� ti�e Airport.
On March 26, 1996, M&C C-�5358, the City Cauncil:
1. Adopted a Resolution Appro�ing a Resolution of AlGance Air�prt Authority, Inc. with resp�ct to the
issuance of Bonds for Federal Express Corporation;
2. Ado}ated a Resolution Authorizing the Exec�tion of an Operating Agreernent and an Assumption and
AssEgnment Agreement with respect to the facilifies financed by khe Alfiance Airport Aufihorifiy, inc., for use
by Federal Express Corporatian;
3. Authorized the City Manager to execute a Second Amendrnent to Managernent Agreement with Afliance
Alliance Air Services relafi�e fo the re�ision of the AI[iance Airport Layout Pian fio inc�ude the �edera!
Express Corporation donated property as part of the Alliance Airport and to exclude �ayments made to the
City or Alliance Airport Authority for the bond indebtedness as Airport Rerrenue as defin�d in the
Management Agreement; and
�. Authorized th� City Manager to ap�ro�e fhe assumptian of "Rigt�t of First Opportunity to Negotiat� a
Lease".for Hillwood12470 Lfd. at Alliance Airport, granfing Hillwood the first opportunity to negotiate a l�ase
of the property when the praper�y is no langer ieasecf to Federal Express Corporafifln.
On or aE�ouf April 9, 'E996, the Alliance Airpor� Authority, Inc. ("Authnri#y"), and Federal Express Corporation
("FedEx") entered into a Land and Special FaciGfies L.ease Agreemen# ("Lease"} for the use of
approximately 168 acres of land and construction of facility improvemen�s to be used by Fed�x, the
consfructian of wnich was fr�anc�d through the sale of fax exempi Spec�al Revenue Bonds issued by the
Authari#y ir� the amount of $2A9,540,000. The Agreement was for twenfy-five (25) years with a termination
date of April 1, 2021. Consideration for th� Agreement was the repayrr�ent of the bond debf by l�ed�x.
FedEx re#ired the debt in Apri� 2016 and has been paying $1 per year under the graund Eease payment
pro�isian of the Lease.
The Authori#y and FedEx contempo�an�ously with the execution of the Agreement, entered into an
Assignment and Assumption of the Lease dated April 1, 1996, (CSC 21755), assigning �to the City all right,
#itle and interes# in the leased premises and impro�ements, and con�eyed fee sirnple ir�#erest in the 168
acres to #he City via Warranty D�ed dated April 10, 1996, as recorded in Instrument No. 96-R0024070 in
the real property records of D�nton County, Texas.
On or abau# May 1, 2006, the Authority and Fed�x, witF� consent o� the C�ty, execu#ed the First Amendment
to the Agreerr�ent via Resfllution No. 3332-04-2006, dated April 4, 2006 to add provisians and make
necessary changes in order fio moWe forward with the issuance of fhe refunding bands.
Second Amendmenti tio Land and Special �aciiities Lease Agreemen� ("Lease")
With the aid af two {2) appraisals ofi the property a negotiated agreement has been reached with FedEx to
amend and extend the Lease, set to expire on April 9, 2021, under the following terms and conditions:
L.ease Term: 20 Years, effective April 2, 2fl21 and expiring on April 1, Z04��.
8ase Rent:
$2,012,474.20 annually, years 1�5
Base Rent to escalate 5�% on Apri[ 1,2026, with 2�% annual ren� adjusiment startir�g in year 6 and
continuing each year thereafter d�ring the remaining term of the L.ease
Addiiior�al Consideration:
Fed�x shall make c[ualifying capital improvements in the amount of $20M prior to March 31, 20�1 - any
unspent pariion wiEl be paid to tE�e City at the end of the lease term or default.
At least $�.SM of the capita[ improvements must �e made by March 3�, �DZ.6. �f not, Base Rent will be
increased by .0787\% of the unspent portion of the capital inves�rnent obligation through the remaining
�erm of the �.ease.
Capital investment may incl�de facility expansion for a U.S. Customs cfearance operation.
Cargo Car�ier 8pera�ing �►greement
Concurrently with t�e execution of the �ease extension, FedEx will enter into a r�ew Cargp Carrier
Operating Agreement to be coterminous with the Leas� under the foflowing terms:
Term: 20 Years, effective April 2, 2D2i and expiring on April 1, 2041.
�artding Fee Rate: �1.�5 per one-thousand pounds maximum gross weight of aircraft, adjusted annually
based on the upward percentage change in the Consumer Price Index (CPI)r Or ��,d�0 af the City's
published Non-Signatory Landing Fee Rate, whichever is the fessor.
Special Charges by the City are ass�ssed Por:parking on a public ramp, special licenses and permits,
special services requested by F'edEx and costs for remo�al of disabled aircraft. The rate for the Special
Charges is based on reasonable, docurnented ou�-of-pocket costs and expenses plus tweive percent
{ 12\%).
The Cargo Carrier Operating Agreement is project�cf to generate first year revenue of approximately
$1,385,004.00. Under the Management Agreement between the City of Fort Worth and Alliance Air
Services, which manages All�ance Airpart, Alliance Air Services recei�es sixty-five percent (651%) of funds
collected under the Cargo Carrier 4perating Agreerrt�nt and the City receirres tf�irty-five (351%) af the
funds. The funds are disbursed mortthly fo the Ciiy of Fort Wort� Arriation Departmenf. Carga Carr�er
Operating Agreements comply with airport policy as well as City, siate, and federal guidelines.
ADVISORY BOARD APPROVAL: Or� February 4, 2021, the A�iafion Advisory Board w�ll v�ie fo
recommend fhat the City Cpuncil approve the New Cargo Carrier Operating Agreement.
Fort WorEh Alliance Airport is located in Council Districf 7
FISCAL INFBR�ATID�IC�RTfF[CATIOP3:
Th� Director of Finance certifies that upon appro�al of th� abo�e recorr�mendation the Aviation Deparkrnent
and the Financial Management Services Department have the responsibility for the collection and deposif of
funds due to the C�ty under these Agreements. Rerrenu� from the agreements are estimated at
$3,397,474.00 annua�ly.
Fur�d Department Account Project Program Activity Budget
Ip fD __ __, Year
��
Fund Department Account Project Program Acti�ity�But[get
Ip ID Year
Submitted for City fi�anager's Oi'fice by_
Origina�ing Departmen� bead:
Ac[di�iona[ inforrna4ion Con�iact:
Fernando Costa (6'122)
Roger Venables {6334)
Roger Venables (6334)
:e # I Amount
d 21
Reference # I Amount
ATiACHii�iENTS
F�DEX LOCATIQN MAP.pdf