HomeMy WebLinkAboutContract 46280-A2CSC No. 46280-A2
AMENDMENT NO.2
CITY SECRETARY CONTRACT NO. 46280
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT
FBO SUITE
This AMENDMENT NO.2 ("Agreement") is made and entered into by and between the CITY
OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State
of Texas, acting by and through Dana Burghdoff, its duly authorized Assistant City Manager, and FW
AMERICAN AERO OPERATING COMPANY, LLC ("Lessee"), a Delaware limited liability
company, acting by and through Robert Agostino, its duly authorized Vice President.
RECITALS
WHEREAS, on March 7, 2014, through Mayor and Council Communication ("M&C") C-
26639, Lessor and GHA Terminal, LLC ("GHA") entered into City Secretary Contract ("CSC") 28384
A-2, an amendment to expand the leased premises under that lease to include additional ramp space
("GHA Amendment");
WHEREAS, the GHA Amendment increased the boundaries of the leased premises to 266,805
square feet of ground space and 32,380.58 hangar space known as I IN located at Fort Worth Meacham
International Airport ("GHA Leased Premises");
WHEREAS, on December 15, 2014, through M&C C-26494, Lessor and Lessee entered into CSC
No. 46280 ("Lease"), as amended, a thirty-year Administration Building Office Lease with two (2), five
(5) year, renewal options for the lease and use of 125,000 square feet of apron space, 8,080 square feet of
office space, and 12,240 square feet of ground space (landside parking) known as the FBO Suite and any
improvements and facilities thereon ("Original Leased Premises") at Fort Worth Meacham International
Airport ("Airport");
WHEREAS, on February 6, 2017, through M&C C-28095, Lessor and Lessee entered into CSC
46280 A-1 ("First Amendment"), an amendment to expand the Leased Premises to include additional
ramp space and parking that was intended to expand the lease boundary to 235,909 square feet of apron
space, identified as Parking Area 1 and Parking Area 2 and 41,938 square feet of ground space ("New
Leased Premises"), which, incorrectly, overlapped with a majority of GHA's additional ramp space that
was included as part of the GHA Leased Premises under the GHA Amendment;
WHEREAS, on or about July 24, 2023, after receiving a request from GHA to add additional
square footage to the GHA Leased Premises, Lessor identified an overlap of lease lines between the
New Leased Premises and the GHA Leased Premises, totaling 92,085 square feet of overlap;
WHEREAS, due to the overlap of lease lines, Lessee's First Amendment for CSC 46280 (CSC
46280 A-1) was never permitted due to GHA's previously lease of the additional space under the GHA
Amendment and Lessee has provided an overpayment in an amount of $245,626.31 from February 2017
until October 2023 in error; and
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
WHEREAS, Lessor and Lessee now wish to amend the Lease to (i) reflect the correct square
footage of the Lease, which is a reversion back to the Original Leased Premises; (ii) provide a refund to
Lessee from Lessor in an amount of $245,626.31 for overpaid rent; and (iii) provide a release of the
Lessor from any liability hereunder.
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 1.3 of the Lease Agreement is hereby deleted in its entirety and replaced with the
following:
1.3. Apron Space
Lessor demises and leases to Lessee for the purposes in Section 10.3, the following real
property adjacent to the west side of the Administration building at the Airport:
approximately 131,681.88 square feet of ground space for use of aircraft parking, as
depicted in Exhibit "A-2 (Revised)."
IV
Section 4.1 Annual Rent (Aircraft Parking) of the Lease Agreement is hereby amended with
the following:
Aircraft Parking
Lessee shall commence the payment of rent for the "Ground" identified as Aircraft Parking
on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for
the Ground, identified as Aircraft Parking, Sixty -One Thousand Eight Hundred Ninety
Dollars and 48/100 ($61,890.48), payable in equal monthly installments of Five Thousand
One Hundred Fifty -Seven and 54/100 ($5,157.54).
3.
Exhibit "A-2" is hereby deleted in its entirety and replaced with Exhibit "A-1 (Revised)."
4.
Lessor hereby agrees to reimburse Lessee in an amount of $245,626.31 ("reimbursed amount")
for overpaid rent that has accrued since early 2017.
CFW Meacham Airport
FW American Aero Operating Company, LLC
Amendment No. 2 to CSC No. 46280
Page 2 of 6
Upon full receipt of reimbursed amount due to Lessee, Lessee hereby releases, waives, and forever
discharges the Lessor and its respective present and former employees, officers, directors, agents,
representatives, and permitted successors of and from any and all actions, causes of action, suits, losses,
liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens,
bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature
whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected
or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which Lessee ever had, now have,
or hereafter can, shall, or may have against Lessor for, upon, or by reason of any matter, cause, or thing
whatsoever from the beginning of time through the date of this release arising out of or relating to the
overpayment of rent due to the overlap of lease lines under the First Amendment.
6.
All other terms and conditions of the Lease shall remain in full force and effect.
7.
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.
8.
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 to Follow]
CFW Meacham Airport
FW American Aero Operating Company, LLC
Amendment No. 2 to CSC No. 46280
Page 3 of 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the 6th
day of December , 2023.
CITY OF FORT WORTH:
T51c� 8���
By: Dana Burghdoff (Dec ,20231 CS 1)
Dana Burghdoff
Assistant City Manager
Date: Dec 5, 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 5, 2023
p0.�PUe SELENA ALA
a so Notary Public
+®+ STATE OF TEXAS
'� y Notary I.D. 132422528
9�oF' My Comm. Exp. Mar. 31, 2024
_ Selena Ala (Dec 5, 202317:51 CST)
Notary Public in and for the State of Texas
APPROVED AS TO FORM
AND LEGALITY:
By:
Jeremy Anato-Mensah
Assistant City Attorney
M&C: 23-1004
Approval Date: 11/28/2023
Form 1295: 2023-1087179
CFW Meacham Airport
FW American Aero Operating Company, LLC
Amendment No. 2 to CSC No. 46280
Page 4 of 6
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By: U
Jannette S. Goodall
City Secretary
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.
Barbara Goodwin
Real Property Manager
LESSEE: ATTEST:
FW AMERICAN AERO OPERATING
COMPANY, LLC
B :
Y Y
Robert Ago mo, Vice President
Date:
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 Robert Agostino, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of FW AMERICAN AERO
OPERATING COMPANY, LLC and that s/he executed the same as the act of FW AMERICAN AERO
OPERATING COMPANY, LLC for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �`��. day
ftA--bCY- , 2023.
Notary Public in and for the to of Texas
���"ke LISA ABERNATHY
* Notary Public, State of Texas
Notary ID 322091-8
�'� oR �� My Commission EV. 06-24-2026
w Wo - 10, W.. will•61 ' 1, a
CFW Meacham Airport
FW American Aero Operating Company, LLC
Amendment No. 2 to CSC No. 46280
Page 5 of 6
EXHIBIT A-2 (Revised)
LEASE SURVEY
CFW Meacham Airport
FW American Aero Operating Company, LLC
Amendment No. 2 to CSC No. 46280
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-
N O.: 1004
LOG NAME:
CODE: C TYPE: CONSENT PUBLIC
HEARING:
55FTW FW AMERICAN
AERO FBO ADMIN LEASE
AMENDMENT NO. 2
NO
SUBJECT: (CD 2) Authorize Execution of Amendment No. 2 to City Secretary Contract No. 46280,
an Administration Building Office Lease Agreement with FW American Aero Operating
Company LLC Located at Fort Worth Meacham International Airport to Correct an
Overlap of Lease Lines with Group Holdings Aviation, LLC d/b/a GHA Terminal LLC and
Refund Overpayments of Rent in the Amount of $245,626.31
RECOMMENDATION:
It is recommended that the City Council:
Authorize execution of Amendment No. 2 to City Secretary Contract No. 46280, an
administration building office lease agreement with FW American Aero Operating Company
LLC located at Fort Worth Meacham International Airport to correct an overlap of lease lines
with Group Holdings Aviation, LLC d/b/a GHA Terminal LLC's Lease Site 11N; and
Authorize the refund of rent overpayment in the amount of $245,626.31 due to the overlap
of lease lines to FW American Aero Operating Company LLC.
DISCUSSION:
On March 7, 2014, through Mayor and Council Communication (M&C) C-26639, The City,
(Lessor) and Group Holdings Aviation, LLC d/b/a GHA Terminal, LLC (GHA) entered into City
Secretary Contract (CSC) 28384 A-2, an amendment to expand the leased premises under that lease
to include additional ramp space (GHA Amendment). The GHA Amendment increased the boundaries
of the leased premises to 266,805 square feet of ground space and 32,380.58 hangar space known as
11 N located at Fort Worth Meacham International Airport (GHA Leased Premises).
On or about December 15, 2014, through M&C C-26494, Lessor and FW American Aero Operating
Company LLC (Lessee) entered into CSC No. 46280 (Lease), as amended, a thirty-year
administration building office lease agreement with two (2), options to renew for five (5) years each for
the lease and use of 125,000 square feet of apron space (Aircraft Parking), 8,080 square feet of office
space, and 12,240 square feet of ground space for landside parking known as the FBO Suite and any
improvements and facilities thereon (Original Leased Premises) at Fort Worth Meacham International
Airport (Airport).
On February 6, 2017, through M&C C-28095, Lessor and Lessee entered into CSC 46280 A-1 (First
Amendment), an amendment to expand the Leased Premises to include additional ramp space and
parking that was intended to expand the lease boundary to 235,909 square feet of apron space,
identified as Parking Area 1 and Parking Area 2 and 41,938 square feet of ground space identified as
Landside Parking (New Leased Premises), which, incorrectly, overlapped with a majority of GHA's
additional ramp space that was included as part of the GHA Leased Premises under the GHA
Amendment.
On or about July 24, 2023, after receiving a request from GHA to add additional square footage to the
GHA Leased Premises, Lessor identified an overlap of lease lines between the New Leased Premises
and the GHA Leased Premises, totaling 92,085 square feet of overlap. Due to the overlap of lease
lines, Lessee's First Amendment for CSC 46280 (CSC 46280 A-1) was never permitted due to GHA's
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31629&councildate=l1/28/2023 11/29/2023
M&C Review
Page 2 of 2
previous lease of the additional space under the GHA Amendment and Lessee has provided an
overpayment in an amount of $245,626.31 from February 2017 until October 2023 in error.
Lessor and Lessee now wish to amend the Lease to (i) reflect the correct square footage of the Lease,
which is a reversion back to the Original Leased Premises; and (ii) provide a refund to Lessee from
Lessor in an amount of $245,626.31 for overpaid rent. The lease amendment will delete Parking Area
2 and re-establish the square footage of Parking area 1 (Aircraft Parking) as 131,681.88 square feet,
based on a new land survey. Annual revenue generated from the amendment will be $61,890.48,
payable in equal monthly installments of $5,157.54. Square footage and rental rates for Landside
Parking and FBO Suite will remain unchanged.
Funding is budgeted in the Misc & Other Operations Expense account within the Municipal Airport
Fund for the purpose of refunding overpayment of rent to the lessee. Any additional revenue received
will be deposited into the Municipal Airport Fund.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the Municipal Airport Fund to support the approval of the above
recommendations and execution of the lease amendment. The Aviation Department (and Financial
Management Services) is responsible for the collection and deposit of funds due to the City. Prior to
an expenditure being incurred, the Aviation Department has the responsibility of verifying the
availability of funds.
TO
Fund ' Department ' Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for Citv Manager's Office bv:
Oriciinatinci Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity ' Budget ' Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Dana Burghdoff (8018)
Roger Venables (5402)
Ricardo Barcelo (5403)
221030112 LTS-1 (AA FBO).pdf (Public)
55FTW FW AMERICAN AERO FBO ADMIN LEASE AMENDMENT NO. 2 funds availabilitv.pdf
(CFW Internal)
55FTW FW AMERICAN AERO FBO ADMIN LEASE AMENDMENT NO. 2 Updated FID 2.xlsx
(CFW Internal)
Form 1295 American Aero.pdf (CFW internal)
Location Mao.odf (Public)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31629&councildate=l1/28/2023 11/29/2023