HomeMy WebLinkAboutContract 51704-A2CSC No. 51704-A2
AMENDMENT NO.2
CITY SECRETARY CONTRACT NO. 51704
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 14C
This AMENDMENT NO. 2 ("Amendment") is dated as of the Effective Date (defined
below) and is made and entered 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
Valerie Washington, its duly authorized Assistant City Manager, and FW AMERICAN AERO
LAND COMPANY, LLC ("Lessee"), acting by and through DAN REINHEIIVWIR its duly
Authorized Signatory.
RECITALS
WHEREAS, on December 21, 2018, Lessor and Lessee entered into City Secretary Contract
("CSC") No. 51704 ("Lease"), a thirty (30)-year Ground Lease Agreement for use of real property
known as Lease Site 11 C —13C ("Leased Premises") at Fort Worth Meacham International Airport
("Airport").
WHEREAS, the Lease contains one (1) ten-year renewal option;
WHEREAS, on January 17, 2019, Lessor and Lessee entered into Amendment No. 1, City
Secretary Contract ("CSC") No. 51704-A1, to replace the Compensation clause of the lease to
reflect the correct annual payment amount that the Lessee agrees to pay on an annual basis;
WHEREAS, the Commencement Date of the Lease is January 12, 2020;
WHEREAS, the Lease requires construction of certain Mandatory Improvements referred
to as Phase One Improvements, with such construction to begin within sixty (60) months of the
Commencement Date of the Lease and construction to be completed no Iater than eighteen (18)
months of commencement of construction;
WHEREAS, Lessee has requested a 270-day extension, or until October 12, 2025 to begin
construction of the Phase One Improvements due to recently inheriting the mandatory
improvement obligation through purchasing the company, FW American Aero Land Company,
LLC; and
WHEREAS, Lessor agrees that the date by which Lessee must commence construction of
the Phase One Improvements is extended until October 12, 2025.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor and Lessee hereby agree as follows:
FW AMI;RICAN AFRO LAND COMPANY, LLC.
Amendment No. 2 to CSC No. 51704 OFFICIAL RECORD
Page t of 5 CITY SECRETARY
FT. WORTH, TX
The Lease is hereby amended by deleting Section 5.1 Mandatory Improvements of the
Lease in its entirety and replacing it with the following:
5.1. Mandatory Improvements.
As additional security for this Lease, Lessee covenants and agrees that it shall
construct not less than 50,000 square feet of improvements for hangar, office or other
aviation related uses (the "Mandatory Improvements"), as referenced in Exhibit
"B". Lessee may construct the Mandatory Improvements in one or more Phases.
"Commencement of Construction" will be defined for all Phases of Mandatory
Improvements in this Lease as the date when a Construction Permit has been issued,
there has been an approved plan review, and breaking ground has occurred on the
property subject to this Lease.
5.1.1. Commencement of Construction for Phase One of the Mandatory
Improvements by Lessee shall begin on or before October 12, 2025. Phase One shall
consist of not less than a 20,000 square feet hangar and associated apron and vehicle
parking spaces. Lessee shall complete the construction of Phase One and receive a
Certificate of Occupancy for the Phase One improvement no later than eighteen (I 8)
months after construction commences, subject to extensions as set forth herein.
5.1.2. Commencement of Construction for Phase Two of the Mandatory
Improvements by Lessee shall begin within nine (9) months following the completion
of construction and issuance of the Certificate of Occupancy of the Phase One
Improvements. Phase Two Improvements shall consist of not less than the remainder
of the total square footage requirement of 50,000 square feet of improvements
comprised of hangar, office, or other aviation related uses not completed in Phase One.
A Certificate of Occupancy for the Phase Two Improvements shall be obtained no
later than eighteen (18) months after construction commences.
5.1.3. Prior to the Commencement of Construction on any Phase of the Mandatory
Improvements, Lessor and Lessee shall mutually agree upon a Project Schedule for
such construction.
5.1.4. Construction shall be deemed complete when a Certificate of Occupancy has
been issued and provided to the Lessor by the Lessee ("Completion of Construction.")
At the Completion of Construction, Lessee shall provide to the Lessor: a copy of the
Certificate of Occupancy, a complete set of Record Drawings and/or As -Built
Drawings in Adobe PDF and AutoCAD formats, and a Summary of the total
cost/value of the Mandatory Improvements.
FW AWRTCAN AERO LAND CONITANY, LLC.
Amendment No. 2 to CSC No. 51704
Page 2 of 5
Lessee shall fully comply with all provisions of this Section 5 in the performance of any such
Mandatory Improvements. Should construction not be substantially completed as evidenced
by the issuance of a Certificate of Occupancy for any Phase within the applicable time period
set forth above, Lessee shall be in default and, subject to Lessee's right to cure set forth in
Section 15.2 below, Lessor shall have the right to terminate Lessee's rights to that portion of
the Premises that is dedicated to the applicable Phase and all subsequent Phases, and an
Amendment to the Lease shall be executed with a revision to Exhibit "A", Section 1, Section
4.1 and Section 5.1. All other provisions of this Lease shall remain in place for the Mandatory
Improvements completed, as set forth in this Section 5.1. Should construction not commence
for Phase One, Lessee shall be in default of this Lease and Lessor shall terminate Lessee's
rights to the Premises in its entirety, subject to Lessee's cure rights set forth in Section 15.2
below.
In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications
or conditions of this Lease in any way, 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 this Lease and shall
supersede the previous terms, provisions, and specifications as specifically identified. Upon
issuance of the Certificate of Occupancy in each of the Phases or earlier termination of this
Lease, Lessor shall take full title to any Mandatory Improvements on the Premises.
The commencement and completion dates in this Section 5.1 are subject to the provisions of
Section 28 below, and any delay by reason of force majeure shall result in a day -for -day
extension of the period for performance, provided that the party is diligently and continuously
pursuing in good faith a remedy to the delay during such time.
2.
All other provisions and conditions of the Lease that are not expressly amended herein or
directly conflict with the provisions and conditions of this Amendment shall remain in full force
and effect. Unless expressly defined herein, all initially capitalized terms used in this
Amendment shall have the meanings given to such terms in the Lease.
93
The statements set forth in the recitals are true and correct and form the basis upon which
Lessor and Lessee have entered into this Amendment. The Lease is a public document on file in
Lessor's City Secretary's Office and is incorporated herein by reference for all purposes.
[Signatures on Pages to Follow]
FW AMERICAN AERO LAND COMPANY, LLC.
Amendment No. 2 to CSC No. 51704
Page 3 of 5
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiples
on this the 30th day of June , 2025 (the "Effective Date").
CITY OF FORT WORTH:
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By.Valerie Washington (Jun 30, 2025 09:29 CDT)
Valerie Washington
Assistant City Manager
Date: 06/30/2025
STATE OF TEXAS
COUNTY OF TARRANT §
By:
Roger M. Venables
Aviation Systems Director
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 30th day
June , 2025.
10-
ANGELA D. CHRISPNotary Public
STATE OF TEXAS
Nota I.D. 134812443
My Comm Exp. Mar. 18, 2028
APPROVED AS TO FORM
AND LEGALITY:
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By:Candace Pagliara (Jun 30 02507:34CDT)
Candace Pagliara
Assistant City Attorney
M&C: C-28931 (Original M&C)
Date: l 1.13.2018
FW AMERICAN AERO LAND COMPANY, LLC.
Amendment No. 2 to CSC No. 51704
Page 4 of 5
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Angel. Chrisp (Jun 30, 2025 09:t31 CDT)
Notary Public in and for the State of Texas
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By:
Jannette S. Goodall
City Secretary RG
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:
FW AMERICAN AERO LAND COMPANY, LLC
By:
Dan Reinheimer
Authorized Signatory
Date: -S % 2. � I ?-�
STATE OF TEXAS
COUNTY OF 0,I) , ' r
ATTEST:
By: 1�b"1Lz'
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared Dan Reinheimer, 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 LAND COMPANY, LLC. and that he executed the same as the act
of FW AMERICAN AERO LAND COMPANY, LLC. for the purposes and consideration
therein expressed and, in the capacity, therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _W CAI 4? �'j day,
2025,
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Nota Public in and for the State of Texas
;1i((fli, DESIREE VANCE
Notary Public, State of Texas
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Notary 10 125427965
FW AMERICAN AFRO LAND COMPANY, LLC.
Amendment No. 2 to CSC No. 51704
Page 5 of 5
M&C Review Page 1 of 2
0
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGEND FORTIVORTH_
Create New From This M&C
REFERENCE **M&C 25- 55FTW AMERICAN AERO
DATE: 5/20/2025 NO.: 0468 LOG NAME: LEASE AMEND NO. 2 LEASE
SITE 14C
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of Amendment No. 2 to a Ground Lease Agreement with FW
American Aero Land Company LLC to Extend Commencement of Construction Deadline
by Nine Months for Lease Site 14C Located at Fort Worth Meacham International
Airport (Continued from a Previous Meeting)
RECOMMENDATION:
It is recommended that the City Council authorize execution of Amendment No. 2 to City Secretary
Contract No. 51704, a ground lease agreement with FW American Aero Land Company LLC to
extend commencement of construction deadline by nine months for Lease Site 14C located at Fort
Worth Meacham International Airport.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that the City Council
authorize execution of Amendment No. 2 to City Secretary Contract No. 51704, a ground lease
agreement with FW American Aero Land Company LLC to extend commencement of construction
deadline by nine months for Lease Site 14C located at Fort Worth Meacham International Airport.
On December 21, 2018, through M&C C-28931, The City, (Lessor) and FW American Aero Land
Company LLC (American Aero) entered into City Secretary Contract (CSC) 51704, a ground lease
agreement for lease space known as Lease Site 14C located at Fort Worth Meacham International
Airport (Airport). The leased premises include 269,230 square feet of unimproved ground space with
mandatory improvements of not less than 50,000 square feet of improvements, to be completed in no
more than three phases. Commencement of construction was to begin no later than the first day after
the sixtieth (60th) month following the commencement date, which was established as January 12,
2020. Commencement of construction was to begin no later than January 12, 2025. On January 17,
2019, Lessor and American Aero entered into CSC 51704 A-1 (Amendment No. 1), an amendment to
replace the compensation clause to reflect the correct annual payment amount.
On or about May 6, 2024, American Aero was acquired by Modern Aviation, including all assets,
obligations and holdings. As of August 20, 2024, American Aero is doing business under the
assumed name Modern Aviation FTW (Modern Aviation) as filed with the Texas Secretary of State.
On or about January 10, 2025, Lessor received a request from Modern Aviation to extend the deadline
for the commencement of construction due to the recent acquisition and to allow contractors time to
design the reimagined site plan for Lease Site 14C.
Lessor and Modern Aviation request to amend the lease to extend the deadline to commence
construction no later than October 12, 2025, and reduce the construction timeline from three to two
phases, which does not effect the date all construction is to be completed. All other terms and
conditions of the Lease shall remain in full force and effect unless otherwise amended.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
http://apps.cfwnet.org/council_packet/mc review.asp?ID=33331&councildate=5/20/2025 6/25/2025
M&C Review
Page 2 of 2
The Director of Finance certifies that approval of this recommendation will have no material effect on
City funds.
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 by
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
MA Form 1295 2.13.2025.r)df (CFW Internal)
Map of 14C MC Amend No. 2.Ddf (CFW Internal)
Valerie Washington (6199)
Roger Venables (5402)
Ricardo Barcelo (5403)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=33331&councildate=5/20/2025 6/25/2025