HomeMy WebLinkAboutContract 28384-A3AMENDMENT NO.3 CSC No. 28384-A3
CITY SECRETARY CONTRACT NO. 28384
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
HANGAR LEASE AGREEMENT
This AMENDMENT NO.3 ("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 Dana
Burghdoff, 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 87,519.17 square feet of ground
space which includes a 32,380.58 square foot hangar known as Lease Site I IN ("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. 1 to CSC No. 28384,
was executed with Trajen Flight School, L.P., expanding the boundaries of the Leased Premises by
125,612.25 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 Lease Sites 12N and 14N;
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. though 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;
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;
WHEREAS, On or about January 14, 2014 (M&C C-26639) Lessee and Lessor entered into
CSC No. 28384-A2, Amendment No. 2 which revised the renewal term to include a ten (10) year option
to renew the Agreement when the initial term expires on July 31, 2032 and expanded the Lease Premises
an additional 21,293 square feet for a total of 266,805 square feet of ground space; and
WHEREAS, Lessor and Lessee now wish to expand the Leased Premises by an additional
12,141 square feet for a total of 278,946 square feet of ground space as shown on "Exhibit A"
Fort Worth Meacham International Airport
GHA Terminal, LLC
Amendment No. 3 to CSC No. 28384
Page Iof6
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Lessor and Lessee hereby agree as follows:
Section 1 of the Lease Agreement is hereby deleted in its entirety and replaced with the following:
PROPERTY LEASED.
Lessor hereby demises and leases to Lessee 278,946 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.
Subsection 4.1 of the Lease Agreement is hereby deleted in its entirety and replaced with the following:
RENT.
4.1 Monthly Rent for the Premises.
Lessee's rent for the New Premises through 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
$2.46874832587566503 per square foot: $79,939.50 annually, $6,661.63
monthly;
(ii) For 246,565.42 square feet of Ground Space, the rental rate shall be $0.47
per square foot: $115,885.75 annually, $9,657.15 monthly.
Fort Worth Meacham International Airport
GHA Terminal, LLC
Amendment No. 3 to CSC No. 28384
Page 2 of 6
4.2 Annual Adiustments.
On October 1, 2024 and on October 1 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 published 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
in no CPI change or the CPI Change is downward, the rental rate for the Premises
shall remain constant until the following October 1'. In no event shall the rental
rate for the Premises ever be adjusted downward.
3.
Exhibit "A" of the Lease Agreement is hereby deleted in its entirety and replaced with the
new Exhibit "A", which is attached hereto in this Amendment.
9
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.
0
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
GHA Terminal, LLC
Amendment No. 3 to CSC No. 28384
Page 3 of 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this
the 4th day of December , 2023.
CITY OF FORT WORTH:
aLc1& a By; Dana Burghdoff(Dec ,2023 CST)
Dana Burghdoff
Assistant City Manager
Date: Dec 4, 2023
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 Dana Burghdoff, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and
that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2023. Dec 4, 2023
�rP o SELENA ALA
Notary Public
+ + STATE 1 TEXAS
'a m Notary LD. 132422528
9�OF
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My Comm. Exp. Mar. 31, 2024
Selena Ala (Dec 4,202314.03 CST)
APPROVED AS TO FORM
AND LEGALITY:
l
By:
Jeremy Anato-Mensah
Assistant City Attorney
M&C: 23-1006
Approval Date: 11/28/2023
Form 1295: 2023-1087612
Fort Worth Meacham International Airport
GHA Terminal, LLC
Amendment No. 3 to CSC No. 28384
Page 4 of 6
Notary Public in and for the State of Texas
ATTEST:
By:
Jannette S. Goodall
City Secretary
cc
KC
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting requirements.
Real Property Manager
Barbara Goodwin
Print Name
LESSEE:
GHA TERMINAL, LLC
By: r)
Jay . Hebert
Date: 2023
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 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 �q4A day
be"- , 2023.
,�►"Y"+� USA ABERNATHY
* Notary Public, State of Texas
Notary ID 322091-8
My Commission Exp. 06-24.2026
Fort Worth Meacham International Airport
GHA Terminal, LLC
Amendment No. 3 to CSC No. 28384
Page 5 of 6
Notary Public in and for the State of Texas
Exhibit "A"
LEASESURVEY
Fort Worth Meacham International Airport
GHA Terminal, LLC
Amendment No. 3 to CSC No. 28384
Page 6 of 6
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M&C Review
Page 1 of 2
Official site of the City of Fort Worth, Texas
A CITY COUNCIL AGEND FORTWORTH
Create New From This M&C
DATE: 11/28/2023 REFERENCE **M&C 23-
NO.: 1006
LOG NAME:
CODE: C TYPE: CONSENT PUBLIC
HEARING:
55FTW GHA TERMINAL
LEASE AMENDMENT NO 3
LEASE SITE 11 N
NO
SUBJECT: (CD 2) Authorize Execution of Amendment No. 3 to City Secretary Contract 28384, a
Hangar Lease Agreement Known as Lease Site 11 N with Group Holdings Aviation, LLC
d/b/a GHA Terminal, LLC to Include an Additional 12,141 Square Feet of Ground Space
for the Purpose of Expanding the Apron for Aircraft Parking Space at Fort Worth
Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of Amendment No. 3 to City Secretary
Contract 28384, a Hangar Lease Agreement known as Lease Site 11 N with Group Holdings Aviation,
LLC d/b/a GHA Terminal, LLC to include an additional 12,141 square feet of ground space for the
purpose of expanding the apron for aircraft parking space at Fort Worth Meacham International
Airport.
DISCUSSION:
On or about July 10, 2012, through Mayor and Council Communications (M&C C-25703) The City
(Lessor), Atlantic Aviation (Previous Lessee/Assignor) and Group Holdings Aviation, LLC d/b/a GHA
Terminal LLC (Lessee/Assignee) entered into City Secretary Contract (CSC) 28384-CA1, a Consent
to Assignment whereby Atlantic Aviation assigned all rights, title and interest in CSC 28384, (Lease),
for Lease Site 11 N (Leased Premises) at Fort Worth Meacham International Airport to GHA Terminal
LLC, and Lessor consented to such assignment based on all terms and conditions set forth in the
Consent. The Lease expires on July 31, 2032. The Leased Premises, as amended by CSC 28384-A2
on January 14, 2014, through M&C C-26639, is a total of 266,805 square feet, which includes a
32,380.58 square foot hangar. Additionally, CSC 28384-A2 amended the lease to include a 10-year
option to renew upon expiration of the initial term.
Lessee and Lessor now wish to amend the lease to include 12,141 square feet of ground space
adjacent to Lease Site 11 N for the purpose of expanding apron space for aircraft parking. The
additional 12,141 square feet will amend the total ground space leased to 278,946 square feet. The
ground space under the footprint of the hangar is paid with the hangar rate, therefore deducted from
the total ground space and leaves 246,565.42 square foot total ground space calculated under ground
space rent.
Annual revenue generated from the ground space of the amended lease is $115,885.75, which will be
payable in monthly installments of $9,657.15. Lessee will also pay Lessor, as annual rent for the
hangar, $79,939.50, payable in equal monthly installments of $6,661.63. Hangar rates will not be
affected by this amendment.
On October 1 of any given year, rental rates shall be subject to an increase 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. All
terms and conditions of the lease agreement will be in accordance with City of Fort Worth and Aviation
Department policies.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31631&councildate=11/28/2023 11/29/2023
M&C Review
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv: Dana Burghdoff (8018)
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
221030108 LTS-1 (Parcel 11 N).i)df (Public)
FID TABLE.xlsx (CFW Internal)
Form 1295 GHA Terminal.i)df (CFW Internal)
GHA Terminal Location Mao.odf (Public)
Roger Venables (5402)
Ricardo Barcelo (5403)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31631&councildate=11/28/2023 11/29/2023