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HomeMy WebLinkAboutContract 46439-A1CSC No. 46439-A1 AMENDMENT .NO.1 CITY SECRETARY CONTRACT NO. 46439 FORT WORTH MEACHAM INTERNATIONAL AIRPORT HANGAR AND GROUND LEASE AGREEMENT LEASE SITE S1S 3951 LINCOLN AVE This AMENDl + NT NO. 1("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 Valerie Washington, its duly authorized Assistant City Manager; and FTW HANGAR 51-S, LLC ("Lessee"), a limited liability partnership, acting through Brian W. Dunaway, its duly authorized Manager. RECITALS WHEREAS, On or about February 16, 2015, Lessor and. Lessee entered into City Secretary Contract ("CSC") No. 46439, a Hangar and Ground Lease Agreement for the lease and use of real property known as Lease Site 51-S and any improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham International Airport ("Airport"). The Lease is a public document on file in Lessor's City Secretary's Office and are incorporated herein for all purposes; WHEREAS, On September 26, 2023, at the request. of Lessee, and through Mayor and Council Communications (M&C) 23-0822, City Council, authorized execution of CSC 46439 CAI, a consent to assignment of the Lease from Epic Helicopters, LLC to FTW Hangar 51-S, LLC and FTW Hangar 51-S, LLC assumed all of Lessee's leasehold interest and obligations under the Lease;. WHEREAS, the Lease requires certain mandatory improvements as listed on Exhibit B of the Lease, which includes removing wood between hangar door tracks and replace with concrete; WHEREAS, the Lessor, through the Aviation Systems Director, performed an inspection of the hangar door and determined that replacing the wood planks between the hangar door tracks with concrete was unnecessary; WHEREAS, Lessor and Lessee now intend to amend CSC 46439, Exhibit B to remove the mandatory improvement requirement of replacing the wood planks on the hangar doors and replace with concrete; AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and. Lessee hereby agree as follows: 1. The Agreement is hereby amended by deleting Exhibit B, "Mandatory Improvements Lease Site 51 S" of the Agreement in its entirety and replacing it with the following: Fort Worth Meacham International Airport FTW HANGAR 51-S, LLC Amendment No. I to CSC No. 46439 Page lof6 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT "B" MANDATORYIMPROVEMENTS LEASE SITE 51S All mandatory improvements for Lease Site 5 1 S as detailed below, must be completed in accordance with Section 4 of the Lease. Improvements requested by the Aviation as well as Phased Improvements proposed by Epic Helicopters: shall be completed per the schedule outlined below. Phase 1 Mandatory Improvements to be completed with eighteen months after construction commences are as follows: a) Repair damaged insulation inside of hangar. b) Paint hangar exterior. c) faint. or replace gutters/triln/downspouts. d) Remove any old signage and replace with new signage e) Repair damaged hangar doors and replace hangar door weather stripping. f) Install greenery and landscaping along the lease frontage to Lincoln Ave. g) Repair.any small. openings in building's external paneling and or water leaks h) Remove the numerous louvers toward the south end of the hangar and cover the openings. i) Update radiant heater thermostats. Replace any rusted natural gas lines feeding the heaters. Phase 2 Mandatory Improvements shall be completed within twenty four.(24) months after Lessor vacates the facility: a) Repave, repair and stripe the main parking.lot. b) Install new parking lot lighting; In the event that Lessor and Lessee agree to deviate from the terms, provisions, specfcations or conditions of these Mandatory Improvements in any i-vay, an Amendment to the Lease shall be signed and dated by both. Lessor and Lessee and shall be attached to and made a part of the Lease and shall supersede the previous terms, provisions, and specifications as specifically identified Upon issitance of the Certificate of Occupancy Lessor shall take full title to the Mandatory Improvements on the Premises (except as to. signage). Fort Worth Meacham International Airport FTW HANGAR 51-S, LLC Amendment No. 1 to CSC No.46439 Page 2 of 6 2. All other terms and conditions of the Lease shall remain in full force and effect. 91 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. 4. All other provisions and conditions of the Lease that are not expressly amended herein or directly in conflict with the provisions and conditions of this Amendment shall remain in full force and effect.. [Signatures on Folloiving Pages] Fort Worth Meacham International Airport bTW HANGAR 51-S, LLC Amendment No. l to CSC No. 46439 Page 3 of 6 IN��' NESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the Z50C'day of 2024. CITY OF FORT WORTH: ,_W4..A By: Vaterie Washington (act 23,202414 32 CDT) Valerie Washington Assistant City Manager Date: 10/23/2024 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 Valerie Washington, 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 o? day " A 1.111rll,L- , 2024. 4, � 'z' fz , L�3• ,�,` otary Public in and for theifl�t4tate f Texas ''j4difjrl�r'i�t��s APPROVED AS TO FORM AND LEGALITY: Calicfacg �gltava By-cand,-Pagti-EQd Y2° 41131COT1 Candace Pagliara Assistant City Attorney M&C: 24-0876 Approval Date: 10/15/2024 Fort North Spanks Airport FWS REALTY LTD/ Harrison (fealty Investments L.LC Amendment No. L to CSC No. 42806 Page 4 of 6 ,d FFonT°aa ATTEST: � , °:;o d-o a=� °oar�W . d /� �S.ia1c9. aanna�o 656aa By: Jannette S. Goodall City Secretary Form 1295: 2024-1207235 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX I Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contracf including ensuring all performance and reporting requirements. r3�a.>d��sa�cuti� Barbara. Goodwin Real Property Manager DIRECTOR APPROVAL: M&(t22,202413VCDT) On behalf of Roger Venables Aviation Systems Director [Signatulvs on Following Pages] Fort Worth Meacham International Airport FTW HANGAR SI-S, LLC Amendment No. I to CSC No, 46439 Page 5 of 6 LESSL<'E- FWS HANGAR 51-S, LLC By:Y�-'+�7 Brian W. Dunaway Manager Date: 09/12/2024 STATE OF TEXAS § COUNTY OF 4T,RRANTT Hidalgo § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Brian W. Dunaway, Imown 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 FTW HANGAR 51-S, LLC and that he executed the same as the act of FTW HANGAR 51-S,. LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL. OF OFFICE this 12th day September , 2024. 111tlihIrtt", r "IN � C p1?v P6a�'/ Eduardo Estevane Jr ft Notary Public in and for. the State of Texas to NUMBER j4 �u1oFi\`��� COMMISSION EXPIRES 111 [ APA 25.2828 Electronically signed and notarized online using the Proof platform. Fort Worth Meacham International Airport FTW.HANGAR 51-S, LLC Amendment No. I to CSC No. 46439 Page 6 of 6 M&C Review Page 1. of 2 official site of the City of Fort Worth, Texas WORTH CITY COUNCIL AGENDA Fox fIr- Create New From This M&C REFERENCE **M&C 24- 55FTW CONSENT TO DATE: 10/15/2024 NO.; 0876 LOG NAME: ASSIGN FTW HANGAR 51S TO FTW HOLDINGS, STE51S CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 2) Authorize Execution of Amendment No, I to City Secretary Contract No. 46439, a Hangar and Ground Lease Agreement known as Lease Site 51-S with FTW Hangar 51-S, LLC at Fort Worth Meacham International Airport and a Consent to Assignment of a Hangar and Ground Lease Agreement for Lease. Site 51S by FTW Hangar-51-S, LLC to FTW Holdings, LLC RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of Amendment No. 1 to City Secretary Contract No. 46439, a hangar and ground lease agreement known as Lease Site 51-S with FTW Hangar 51-S, LLC at Fort Worth Meacham International Airport; and 2. Authorize execution of a consent to assignment of a hangar and ground lease agreement for lease site S1S by FTW Hangar 51-S, LLC to FTW Holdings, LLC. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to recommend that City Council authorize execution of Amendment No. 1 to City Secretary Contract No. (CSC) 46439, a hangar and ground lease agreement known as 51-S located at Fort Worth Meacham International Airport and a consent to assignment for Lease Site 51 S by FTW Hangar 51-S, LLC to FTW Holdings, LLC. On February 16, 2015, the City (Lessor) and Epic Helicopters, LLC; a Texas limited liability company (Former Lessee) entered into City Secretary Contract (CSC) 46439; a Hangar and Ground Lease Agreement for Lease Site 51 S at Fort Worth Meacham International Airport (Lease). Lease Site 515 consists of a 22,500 square foot hangar, 6,900 square foot office, and 124,015 square feet of ground space. The initial term of the Lease commenced on March 1, 2015 and expires on February 28, 2025. In addition to the initial term, the Lease provides the option to renew upon expiration of the initial term. Renewal options allow Lessee three (3) consecutive options to renew for successive terms of ten (10) years each. On September 26, 2023, at the request of Lessee, and through Mayor and Council Communications (M&C) 23-0822, City Council, authorized execution of CSC 46439 CAI, a consent to assignment of the Lease from Former Lessee to FTW Hangar 51-S, LLC (Lessee) and Lessee assumed all of Former Lessee's leasehold interest and obligations under the Lease. On or about August 6,. 2024, Lessor performed an inspection of Lease Site 51-S to approve mandatory improvements required by the Lease. It was during this inspection that staff, through the Aviation Systems Director, determined that item "b) Remove wood between hangar door tracks, replace with concrete," listed on Exhibit B of the Lease, is unnecessary; thereby is recommending to City Council to release Lessee of this mandatory improvement obligation through Amendment No. 1. Amendment No. I would replace Exhibit B, in its entirety, with a revised Exhibit B. On August 28, 2024, staff received a request from Lessee to consent to an assignment of the Lease to FTW Holdings, LLC. Upon City Council approval, FTW Holdings, LLC will assume the leasehold http://apps.cfwnet.org/council_packetIme revic-,v.asp?ID=32582&councildate=l0l1512024 10/16/2024 M&C Review Page 2 of 2 interest and obligations associated with the Lease. The Lease prohibits any assignment of the lease or causing any lien to be made on improvements constructed on the leased premises without City Council approval. These types of transactions are routine for airport tenants and staff has no objection to this request. Under the current agreement, Lessee remits the amount of $92,366.85 annually to .the City, payable in monthly installments of $7,697.24 for the hangar, $64,680.33, payable in monthly installments of $5,390:03 for the:office and $58,287,05, payable in monthly installments of $4,857.25 for the ground. After the assignment, FTW Holdings, LLC will remit the same amount and be subject to the provisions contained within the original agreement. Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2. FISCAL INFORMATIONXERTIFICATiON: The Director of Finance certifies that upon approval of the above recommendations and execution of the lease agreement, 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 rFund Department Account Project Program Activity Budget Reference# Amount I ID I I ID I I I Year I I (Chartfield 2) I FROM Fund I Department I Account: I Project I Program I Activity I Budget I Reference # I Amount ID ID Year (Chartfield 2) Submitted for Citv Manaaer's Office bv: Valerie Washington (6199) Oriainatina Deoartment Head: Roger Venables (5402) Additional Information Contact: Ricardo Barcelo (5403) ATTACHMENTS FID TABLE.xisx (CFW Internal) Form 1295 Certificate 101240072 sianed.Ddf (CFW Internal) Form 1295 Certificate 101256326-sicln.Ddf (CFW Internal) Location Mamodf (CFW Internal) http://apps.efivnet,org/council_packet/me review.asp?ID=32582&councildate=10/15/2024 10/16/2024 CERTIFICATE OF CORPORATE RESOLUTIONS OF AIRLINE TRANSPORT PROFESSIONALS HOLDINGS, INC. I, Derrick S. Dennis, Secretary of Airline Transport Professionals Holdings, Inc., a Florida corporation (the "Comoration"), do hereby certify as follows: 1. I am the duly elected and qualified Secretary of the Corporation and the custodian of the Corporation's records. 2. Set forth below is a true and correct extract from the records of the Corporation showing resolutions duly adopted on October 24, 2024 either: (a) at a meeting of its Board of Directors duly called and held, at which meeting a quorum was present and acting throughout, or (b) by unanimous written consent of the Board of Directors of the Corporation, which resolutions have not in any way been amended or modified and are in full force and effect: RESOLVED, that the President and Secretary of the Corporation, acting in its capacity as Managing Member of FTW Holdings, LLC, a Texas limited liability company (the "Comvanv"), be and is hereby authorized and directed to enter into a transaction to acquire a leasehold estate in the real property described in Exhibit "A" attached hereto, together with all improvements thereon, upon such terms and conditions as the said officer shall in his sole discretion deem necessary or advisable; to execute and deliver on behalf of the Corporation all deeds, documents, certificates and agreements (collectively, the "Documents") required to effectuate said transfer; and to do any and all things in connection with such transfer that such officer deems necessary or advisable and in the best interests of the Corporation, in its capacity as Managing Member of the Company; FURTHER RESOLVED, that all acts of the President and Secretary of the Corporation authorized and directed herein, including the execution and delivery of the Documents and all other documents referenced herein relating to the conveyance herein referenced, are reasonably expected to benefit, directly or indirectly, the Corporation; FURTHER RESOLVED, that said officer of the Corporation is hereby authorized to (a) sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all instruments and documents, and (b) take, or cause to be taken, any and all such action, in the name and on behalf of the Corporation or otherwise, as in any such officer's judgment is necessary, desirable or appropriate in order to consummate the transactions contemplated by or otherwise to effect the purposes of the foregoing resolutions; FURTHER RESOLVED, that all actions heretofore taken by said officer of the Corporation, and all things done by his authority, in connection with the transaction -1- described herein, be and the same are hereby ratified, approved and adopted as the acts of the Corporation; and FURTHER RESOLVED, that said officer is authorized and empowered to perform all acts and execute and deliver all instruments, documents and agreements required to carry out the purposes of these resolutions. 3. The following is the sole duly elected, qualified and serving officer of the Corporation, and that the signature set out opposite the name of each officer is the genuine signature of such person, to -wit: Name Title Signature Derrick S. Dennis President and Secretary 4. (a) All franchise and other taxes required to maintain the Corporation's corporate existence have been paid when due and that no such taxes are delinquent; (b) no proceedings are pending for the forfeiture of the Corporation's Certificate of Incorporation or the Corporation's dissolution, voluntary or involuntary; (c) the Corporation is duly qualified to do business in the State of Florida and any other states in which it is doing business, and is in good standing in such states; (d) there is no provision of the Articles of Incorporation or Bylaws of the Corporation limiting the power of the Board of Directors to pass the resolutions set out above, and that such resolutions are in conformity with the provisions of said Articles of Incorporation and Bylaws. IN WITNESS WHEREOF, I have hereto set my hand this � day of October, 2024, to be effective October 24, 2024. P:�ATP Flight Sch-TIM—ha-T-tificate of Cwpotate Resolutws-ATP (10M24).d. Z�� V) Derrick S. Dennis -2- EXHIBIT "A" LEGAL DESCRIPTION A parcel of land situated in Block 3, Meacham Airport as recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows: Beginning at a mark "X" cut in a concrete driveway approach for the northeast comer of herein described parcel having surface coordinates of N 6981613.34 E 2317727.69; said comer bears North 19 degrees 49 minutes 03 seconds West, 182.93 feet from a 1/2" iron rod found (C.M.) lying in Lincoln Avenue; THENCE: South 18 degrees 05 minutes 21 seconds West, 57.51 feet to a 5/8" iron rod set with a red plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION" (all 5/8" iron rods set so capped) at the beginning of a non -tangent curve to the left having a radius of 94.0 feet; THENCE: with said curve through a central angle of 39 degrees 12 minutes 21 seconds, an arc length of 64.32 feet whose chord bears South 01 degrees 31 minutes 01 seconds East, 63.07 feet to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at its end; THENCE: South 21 degrees 06 minutes 01 seconds East, 76.11 feet to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at the beginning of a non -tangent curve to the right having a radius of 190.0 feet; THENCE: with said curve through a central angle of 22 degrees 43 minutes 06 seconds, an arc length of 75.34 feet whose chord bears South 09 degrees 26 minutes 25 seconds East, 74.84 feet to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at its end; THENCE: South 87 degrees 43 minutes 46 seconds East, 4.92 feet to a 5/8" iron rod set lying on the westerly right-of-way line of Lincoln Ave (60.0' right-of-way per said plat); THENCE: South 02 degrees 16 minutes 14 seconds West, 288.04 feet to a 5/8" iron rod set at the southeast comer of herein described parcel; THENCE: North 89 degrees 23 minutes 49 seconds West,114.59 feet to a 5/8" iron rod set at the beginning of a non -tangent curve to the left having a radius of 146.50 feet; THENCE: with said curve through a central angle of 64 degrees 00 minutes 42 seconds, an arc length of 163.67 feet whose chord bears North 51 degrees 22 minutes 40 seconds West, 155.29 feet to a 5/8" iron rod set at its end; THENCE: North 08 degrees 43 minutes 46 seconds West, parallel with and 65.50 feet easterly from the centerline of Taxiway B as noted on said plat 379.20 feet to a 5/8" iron rod set; THENCE: North 80 degrees 40 minutes 44 seconds East, 132.09 feet to a 5/8" iron rod set at an interior ell comer; THENCE: North 03 degrees 45 minutes 24 seconds West, 46.53 feet to a mark "X" set in concrete; THENCE: North 86 degrees 14 minutes 36 seconds East, 149.49 feet to the Place of Beginning containing 2.847 acres of land. Surveyed on the ground on September 24, 26 and 29 of 2014. Basis of bearings: SMARTnet Texas R.T.K. Network System, N.A.D. 83, North Central Texas Zone.