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HomeMy WebLinkAboutContract 26073 CITY SECRETARY 3, CONTRACT NO. AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 25212 GROUND LEASE AGREEMENT LEASE SITE 1-S This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 25212 ("Amendment") 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 and acting by and through Ramon Guajardo, its duly authorized Assistant City Manager, and SANDPIPER AIRPORT INN, INC. ("Lessee"), a Texas corporation acting by and through Don Hansen, its duly authorized President. The following introductory provisions are true and correct and form the basis of this Amendment. A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No. 25212 (the "Lease"), a lease of approximately 172,191 square feet of land at Fort Worth Meacham International Airport ("Airport") known as the Hangar No. 1-S lease site. B. Lessor wishes to take back approximately 21,785 square feet of land on the Hangar No. 1-S lease site for aviation-related improvements at the Airport. In return, Lessee wishes to extend the term of the Lease by ten (10) years. Lessor is willing to grant such an extension conditioned on Lessee's commitment to develop the Premises in accordance with this Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee agree as follows: 1. This Amendment shall be effective on the date of its execution by both Lessor and Lessee ("Amendment Date"). 2. Section 2 of the Lease (Property Leased and Term of Lease) is hereby deleted in its entirety and replaced with the following: 2.1. Leased Premises. 2.1.1. Primary Tract. Lessor hereby demises to Lessee approximately 150,406 square feet of land at the Airport identified as Lease Site 1-S ("Primary Tract"), as shown in the map of Exhibit "A-1" and the field notes of Exhibit "B-1", both of which are attached hereto and hereby made a part of this Lease for all purposes. � �,r�npy Amendment No. 1 to City Secretary Contract No.25212 Off ;2 y y between City of Fort Worth and Sandpiper Airport Inn,Inc. K., 2,r islnl, 2.1.2. Severable Parcel. Subject to the conditions and provisions of this Section 2.1.2, Lessor hereby demises to Lessee approximately 21,785 square feet of land at the Airport identified as the "Severable Parcel" of Lease Site 1-S on the map of Exhibit "A-1" and the field notes of Exhibit `13-1." Lessor expects that it will need to use the Severable Parcel for taxiway improvements at the Airport prior to the expiration of the term of this Lease. Therefore, up to thirty (30) days prior to the date that Lessor intends to begin construction on such taxiway improvements, Lessor may take back the Severable Parcel from Lessee following at least fourteen (14) calendar days' written notice to Lessee. Such notice shall (i) inform Lessee of the effective date that Lessor will take back the Severable Parcel ("Severance Date") and (ii) request that Lessee remove all personal property not owned by Lessor from the Severable Parcel prior to the Severance Date. As of the Severance Date, the Severable Parcel shall be removed from the leasehold demised to Lessee hereunder and Lessee shall no longer have a leasehold interest in the Severable Parcel. In addition, Lessor shall have the right to take full possession of the Severable Parcel and to remove any persons or property remaining thereon. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's exercise of its rights under this Section 2.1.2 2.1.3. Definitions. Prior to the Severance Date, the Primary Tract and the Severable Parcel shall also be referred to in this Lease collectively as the "Premises". On and after the Severance Date, the Primary Tract shall also be referred to in this Lease as the "Premises". 2.1.4. Term. Subject to Sections 2.1.2, 29 and 30 of this Lease, as amended, the term of this Lease shall commence on September 8, 1999 ("Effective Date") and expire at 11:59 P.M. CDT on May 31, 2026, unless terminated earlier as provided by this Lease or unless the expiration date reverts to May 31, 2016 as provided by Sections 29 and/or 30. If Lessee holds over after the expiration of the term of this Lease, this action will create a month-to-month tenancy. In this event, for and during the holdover period, Lessee agrees to pay Lessor all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. Page 2 J���'�Uln1l5 o-1 C� © Amendment No. I to City Secretary Contract No.25212 between City of Fort Worth and Sandpiper Airport Inn,Inc. Su 3. The following is hereby added to the end of Section 3.1 of the Lease (Annual Rent for Premises): As of the Severance Date, Lessee's rent for the Premises at that time shall be lowered by the amount resulting when the square footage of the Severable Parcel is multiplied by the rate per square foot for improved land at the Airport, as reflected by Lessor's published Schedule of Rates and Charges in effect on the Severance Date. 4. Section 3.2 of the Lease (Rent Adjustments) is hereby deleted in its entirety and replaced with the following: Upon written notice from Lessor to Lessee delivered within thirty (30) days prior to (i) October 1, 2001; (ii) October 1, 2006; (iii) October 1, 2011; (iv) October 1, 2016; and (v) October 1, 2021, respectively, Lessor shall have the right, but not the duty, to adjust the annual rent payable for the Premises under this Lease to conform to rentals then prevailing at the Airport for comparable improved land; provided, however, that such an increase shall not exceed ten percent (10%) of the amount of annual rent paid by Lessee during the twelve- month period immediately preceding the date of Lessor's written notice. 5. Section 3.3 of the Lease (Additional Compensation) is hereby deleted in its entirety and replaced with the following: As consideration for Lessor's consent to Lessee's operation of a restaurant on the Premises, Lessee shall pay to Lessor, as monthly compensation in addition to any rent payable under this Lease, (i) from the Effective Date until May 31, 2006, one percent (1%) of Lessee's Gross Receipts over Fifty Thousand Dollars ($50,000.00) in the respective month and (ii) from June 1, 2006 until May 31, 2026, one and one-half percent (1.5%) of Lessee's Gross Receipts in the respective month (collectively "Additional Compensation"). For purposes of this Lease, "Gross Receipts" shall mean all receipts in the respective month derived from or related to the operation of a restaurant on the Premises and the related sale of food, drinks and alcoholic beverages, regardless of whether the serving or delivery of the products, commodities or merchandise is done or made on the Premises or elsewhere, and regardless of whether such receipts are derived or collected by Lessee or by any agent, assignee or sublessee of Lessee. It is specifically agreed that the receipts of all sublessees derived from or related to the operation of a restaurant on the Premises by a sublessee and the related sales of food, drinks and alcoholic beverages shall be included in the definition of"Gross Receipts." Page 3 Amendment No. I to City Secretary Contract No. 25212 between City of Fort Worth and Sandpiper Airport Inn,Inc. s L la lll�:iQ;Sd�p o 6. The following provisions are hereby added to the Lease: 29. MANDATORY IMPROVEMENTS. 29.1. Minimum Investment in Motel/Hotel. During the four-year period between the Amendment Date and the fourth anniversary thereof, Lessee shall perform or have performed construction work and improvements to the motel on the Premises that currently is known as the Sandpiper Airport Inn in accordance with Exhibit "C" ("Mandatory Improvements") and this Lease in general. Exhibit "C" is attached hereto and hereby incorporated and made a part of the Lease for all purposes. 29.2. Approval of Plans, Costs and Completed Work. All terms and conditions of Section 7 of this Lease shall apply to the construction of and procedures involved with the construction of the Mandatory Improvements, including, but not limited to, the requirement that Lessee and Lessee's contractors obtain bonds in accordance with that Section 7. Upon completion of each Mandatory Improvement, Lessee shall submit to the Director a written statement of expenditures actually made pursuant to the construction of such Mandatory Improvement. Lessor shall have the right to inspect the Premises to ensure that Lessee has completed such Mandatory Improvements in accordance with Exhibit "C" and this Lease in general. 29.3. Breach. The term of this Lease is based, in part, on Lessee's commitment to make Mandatory Improvements as provided in this Section 29. Lessee acknowledges and agrees that Lessee's failure to construct the Mandatory Improvements in accordance with Exhibit "C" by the fourth anniversary of the Amendment Date will make the Premises difficult to market in 2026 and will compromise Lessor's ability to ensure the optimal development of the Airport, as Lessor has committed through its Sponsor's Assurances to the Federal Aviation Administration. Therefore, Lessee agrees that if Lessee fails to make the Mandatory Improvements in accordance with Exhibit "C" by the fourth anniversary of the Amendment Date, the expiration date of this Lease shall be changed to May 31, 2016 (instead of May 31, 2026). Although the term of this Lease shall be affected, Lessor may not terminate this Lease solely on grounds that Lessee has failed to complete the Mandatory Improvements in accordance with Exhibit "C" and by the fourth anniversary of the Amendment Date. However, Lessor may Page 4 h i r��ii..' f�� D Amendment No. 1 to City Secretary Contract No.25212 J�����ruL GSLS CUD between City of Fort Worth and Sandpiper Airport Inn,Inc. C[I b exercise any and all of its available remedies for the breach of any other term or provision of this Lease, as amended, which is incurred on account of or in connection with the Mandatory Improvements. 7. The following provisions are hereby added to the Lease: 30. MAJOR HOTEL ; RANCHUSE. 30.1. Secured. By December 31, 2003 Lessee shall provide Lessor with a fully executed franchise agreement or other written contract under which a Major Hotel Operator that is acceptable to Lessor agrees to operate or franchise its operations on the Premises, whether under the Sandpiper Airport Inn name or otherwise. For purposes of this Lease, "Major Hotel Operator" shall mean a hotel or motel operation that offers, at a minimum, but without limitation, (i) a twenty-four (24) hour reservation system with a national, toll-free telephone number; (ii) national name recognition; (iii) sales and marketing support; and (iv) quality control and inspection standards. Lessee may not execute such a franchise agreement or other contract unless Lessor has first reviewed and approved the terms and conditions of that franchise agreement or contract, which approval shall not be unreasonably withheld or delayed. Such franchise agreement or contract shall fully incorporate the terms and conditions of this Lease and shall not contain terms or conditions that are contrary to or inconsistent with this Lease or impose any greater limitations on Lessor's rights with respect to the Premises. 30.2. Continuity of;,rant rise Relationship. If at any time and for any reason a Major Hotel Operator accbptable to Lessor ceases to operate or franchise its operations on the Premises, Lessee shall have twelve (12) months to execute another franchise agreement or other written contract under which a Major Hotel Operator that is acceptable to Lessor agrees to operate or franchise its operations on the Premises, whether under the Sandpiper Airport Inn name or otherwise. 30.3. Breach. The term of this Lease is based, in part, on Lessee's commitment to ensure that a Major Hotel Operator which is acceptable to Lessor operates or franchises its operations on the Premises, as provided in this Section 30. Lessee acknowledges and agrees that Lessee's failure to ensure that a Major Hotel Operator operates or franchises its operations on the Premises Page 5 Amendment No. 1 to City Secretary Contract No.25212 NA. between City of Fort Worth and Sandpiper Airport Inn, Inc. ri' 1 f r� IV��r411{t:�11t�1 IIIS�( on a consistent basis will diminish the usefulness of the Premises for the aviation-related needs of the general public, could negatively impact the maintenance of the Premises, and will compromise Lessor's ability to ensure the optimal development of the Airport, as Lessor has committed through its Sponsor's Assurances to the Federal Aviation Administration. Therefore, Lessee agrees that if (i) by the fourth anniversary of the Amendment Date and in accordance with this Section 30, Lessee has not entered into a franchise agreement or other written contract under which a Major Hotel Operator acceptable to Lessor agrees to operate or franchise its operations on the Premises or (ii) at any time between the fourth anniversary of the Amendment Date and May 31, 2016 a Major Hotel Operator acceptable to Lessor ceases to operate or to franchise its operations on the Premises for a period of twelve (12) months or more, the expiration date of this Lease shall be changed to May 31, 2016 (instead of May 31, 2026). In addition, if at any time between February 1, 2016 and May 31, 2026 a Major Hotel Operator acceptable to Lessor ceases to operate or to franchise its operations on the Premises for a period of twelve (12) months or more, Lessor may terminate this Lease following thirty (30) days' prior written notice to Lessee. Although the term of this Lease shall be affected, Lessor may not terminate this Lease solely on grounds that (i) by the fourth anniversary of the Amendment Date Lessee has not entered into a franchise agreement or other written contract under which a Major Hotel Operator acceptable to Lessor agrees to operate or franchise its operations on the Premises or (ii) at any time between the fourth anniversary of the Amendment Date and May 31, 2016, a Major Hotel Operator ceased to operate or to franchise its operations on the Premises for any period of twelve (12) months or more. However, Lessor may exercise any and all of its available remedies for the breach of any other term or provision of this Lease, as amended, which is incurred by on account of or in connection with the operations or franchised operations of a Major Hotel Operator. 8. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Lease. 9. All 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. EXECUTED this 2/ ° day of Ju 52000. [SIGNATURE PAGE FOLLOWS] Page 6 vilfV�J1G�(k V-)EC_103,U� � Amendment No. 1 to City Secretary Contract No.25212 �`f p �r�C! G� U,C?U between City of Fort Worth and Sandpiper Airport Inn,Inc. CITY OF FORT`NORTH: SANDPIPER AIRPORT INN, INC., a Texas corporation: c— r By: By: Ramon Guajardo D n Wansen Assistant City Manager President ATTEST: ATTEST: I B F //�' /,fns��- By: IU Gloria Pearson City Secretary APPROVED AS TO FORM AND LEGALITY: Peter Vaky Assistant City Attorney M&C NO._ P ,"C-M PEW PIE Pae 7 Amendment No. 1 to City Secretary Contract No.25212 ro pr FISUd U7 between City of Fort Worth and Sandpiper Airport Inn,Inc. P Pu, ED C_YN9 VEX STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of New Mexico, on this day personally appeared Don Hansen, 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 SANDPIPER AIRPORT, INC., and that he executed the same as the act of SANDPIPER AIRPORT, INC. as its President for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1 9' day of 2000. `c....°� JUDY C. NICKISON C CIS NOTARY PUBLIC Not Pu c in and for the State of Texas STATE of TEXAS My Comm.Exp. 10-25-2003 STATE OF TEXAS § ENOSINOIN 'vM3 An 31VIS ? lV10N � i= COUNTY OF TARRANT § Of .0 Aanr BEFORE ME, theundersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Ramon Guajardo, 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 as its Assistant City Manager for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this d Cvaay of , 2000. 01;51ROSELLA BARNES r * NOTARY PUBLIC » State of Texas Comm. Exp. 03-31-2001 Notary Public in and for the State of Texas Amendment No. 1 to City Secretary Contract No.25212 between City of Fort Worth and Sandpiper Airport Inn,Inc. .1 '•,ISf � X � � � 0 n t 9z sz� �.eA 3 „6f,tr.00 N _ (� W N r N N tog aS 3 „f£,97-00 N Oq t B 12 a Aldo zT. . . . . . x L@'s0V 3 ..y£,97-00 N •f� N O T.D b � � �� U x} * M „6£,@L.00 S i • ,6L'6LL v 60d e Rn dp, ^ : V - pp w N V" N 3 � s O� X 3 ..6f.suo N LL � 0301II I.-Ol oo a yL Y A _ Y M 'A3'-:WV i 0Mal Ya a _ e 7 � � X lop' 1 L CP � f Q � ��• O� Y� 9C FoF,TWoF,TH Legal Description for; Fort North International Airport Lease Site No. IS A parcel of land, being a portion of Block 3, Meacham Airport, according to plat, recorded in Cabinet A, Slide 2445, Plat Records, Tarrant Count}. Texas, also kno��n as Fort Worth Meacham International Airport, and being more particularly described as follows using the Texas Coordinate System, North Central Zone,NAD 27,Coordinates and Bearinus as follo%�s: Commence at a point in the west line of North Main Street and the north line of 38'x' Street, said point being an easterly southwest corner of said Meacham Airport. Thence: NORTH, 739.07 feet, and WEST, 44.18 feet to a PK Nail with Shiner set for the POINT of BEGINNING of the herein described lease, said point being the southeast corner of Lease Site I S, said point being the northeast corner of Lease Site ?S, the Coordinates of said POINT of BEGINNING are X=2,045,644.77, Y=417,687.17; Thence:North 89 degrees 36 minutes 00 seconds West, at 310.46 feet pass a PK Nail set for the northwest corner of Lease Site 2S, in all 364.71 feet, to a mark X cut in concrete, for the southwest corner of the herein described lease; Thence-,North 00 degrees 26 minutes 34 seconds East,405.82 feet. to a mark X found in concrete, for the most westerly northwest corner of herein described lease; Thence; South 80 degrees 12 minutes 21 seconds East, 147.09 feet, to a PK Nail With Shiner set: Thence: North 00 degrees 43 minutes 39 seconds East, 129.28 feet, to an PK Nail With Shiner Set, for the most northerly northwest corner of herein described lease; Thence; South 89 degrees 16 minutes 21 seconds East, 194.50 feet, to a 5,'8" Iron Rud %%ith a Red Cap Set. for the most northerly north east corner of the herein described lease: Thence; South 00 degrees 30 minutes 31 seconds West, 39.00 feet, to an PK Nail With Shiner Set: Thence; South 89 degrees 29 minutes 39 seconds East, 25.00 feet. to an PK Nail With Shiner Set, for the most easterly north east corner of herein described lease; Thence; South 00 degrees 30 minutes 21 seconds West, 470.94 feet, to the Point of Be-innin„ and containing 168,374 square feet of land. more or less. Surveyed on the ground in February, 1999. DHA IN78 SS ENGINEERING DEPART .. EMT _.J'` `' Q vg. j THE CrrY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102-6311 (817) 871-7941 * FAX (817) 871-7854 ej Printed on recycled paper &4;btr ,8-/ FoP,TWORTH Legal Description for; Fort Worth International Airport Lease Site No. IS-D-S A parcel of land, being a portion of Block 2, Meacham Airport, according to plat. recorded in Cahinct A. Slide 2445, Plat Records, Tarrant County, Texas, also knomi as Fort North Meacham International Airport, and being more particularly described as f`0II0 Ws using the Texas Coordinate System. North Central Zone, NAD 27,Coordinates and Bearings as follows: Commence at a point in the west line of North blain Sheet and the north line of 38'x'Street, said point being an easterly southwest corner of said Meacham Airport, Thence: NORTH, 783.81 feet, and WEST, 4.60 feet to a 5/8" Iron Rod with a Red Cap set for the POINT of BEGINNING of the herein described lease,said point being the south West corner of Lease Site I S-D-S, the Coordinates of said POINT of BEGINNING are X=2,045,684.35, Y=417,731.91; Thence; North 89 degrees 32 minutes 04 seconds West, 15.00 feet, to a Rail Road Spike set: Thence; Generally along the west edge a concrete runner. North 00 degrees 27 minutes 56 seconds East. 157.54 feet, to a Rail Road Spike set. Thence; North 89 degrees 32 minutes 04 seconds West, 4.60 feet, to a Ph Nall with Shiner set: Thence;North 00 degrees 27 minutes 56 seconds East, 8.64 feet, to a PK Nail with Shiner set: Thence; South 89 degrees 32 minutes 04 seconds East,4.60 feet, to a Rail Road Spike set: Thence; Generally along the west edge a concrete runner, North 00 degrees 27 minutes 56 seconds Cast. 85.67 feet, to a Rail Road Spike set; Thence; South 89 degrees 32 minutes 04 seconds East, 15.00 feet, to a 5/8" Iron Rod with a Red Cap set: Thence; South 00 degrees 27 minutes 56 seconds West, 251.85 feet, to the Point of Be,uuung, and containin_ 3,817 square feet of land, more or less. Surveyed on the ground in February, 1999. 4' G 5 ANS NSEN1 Jr. ja 9�,ti►0,�E 5 51,�.: �,:IL U �I` B 1155 uWwN •.«•.• r` 1 —qo ENGINEERING DEPARTMENT- THE EPARTMEN THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET *-FORT WORTH, TExas 76102-6311 (817) 871-7941 * FAx (817) 871-7854 rj Printed on recycled paper EXHIBIT C Improvements to be completed prior to the fourth anniversary of the Amendment Date: 1. Paint, caulk, and repair all exterior walls and trim 2. Roof repairs 3. Paint interior pool area 4. Install new satellite television system 5. Tile bathrooms floors in 50 rooms 6. Remodel bar area 7. Landscaping 8. Install 20(±) new television sets 9. Install central air conditioning in meeting room 10. Remodel front and rear entrances 11. Re-carpet hallway carpet 12. Re-model hotel rooms 13. Install new marquee sign on Main Street 14. Update elevator 15. Update phone system to support new reservation system and computer hook-ups in hotel rooms 16. Remodel back patio 17. Enclose front and back over-hangs 18. Remodel meeting rooms 19. Install new furnaces and furnace coils 20. Replace window A/C unites as required 21. Update pool filter system and retile and patch leaks in pool 0 RD City of Fort Worth, Texas "rigor and Couni"K Communicaflon DATE I REFERENCE NUMBER I LOG NAME PAGE 7/11/00 C-18126 55SANDPIPER 1 of 1 SUBJECT AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT (NO. 25212) GROUND LEASE AGREEMENT WITH SANDPIPER AIRPORT INN, INC. FOR HANGAR LEASE SITE 1-S AT FORT WORTH MEACHAM INTERNATIONAL AIRPORT RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute Amendment No. 1 to City Secretary Contract (No. 25212) with Sandpiper Airport Inn, Inc. (Sandpiper) to take back 21,785 square feet of land from Hangar Lease Site 1-S at Fort Worth Meacham International Airport and to extend the term of the lease for hanger Lease Site 1-S. DISCUSSION: On September 8, 1999, City Secretary Contract (No. 25212) was executed with Sandpiper consolidating several previous agreements that covered portions of the lease site into one for the entire leased premises. Now, in order to facilitate future developments on the area south of Lease Site 1-S, the City wishes to have the ability to take back 21,785 square feet of land for a future taxiway between Lease Sites 1S, 9S, and 10S. Pursuant to the amendment, thirty days prior to the date that the City intends to begin construction to build the taxiway, the City may reclaim this property upon 14 days written notice to Sandpiper. In exchange for the surrender of the property, City Secretary Contract (No. 25212) will be extended from its current expiration date of May 31, 2016, to May 31, 2026. Until such time that the City notifies Sandpiper of its intention to construct the taxiway, the property shall remain under the control and exclusive use of Sandpiper. All other terms and conditions of the lease will remain in full force before and after the portion is reclaimed by the City. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue Section is responsible for the collection and deposit of all funds associated with this lease. RG:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) PE40 491352 0552001 �^SOV T:�i` APt. 11a Ramon Guajardo 6140 7''�J �('�t� s Originating Department Head: Lisa A.Pyles 5400 (from) !L r Additional Information Contact: , Git•Af see--retary?i the LuisElguezabal 5401 cit-1 of FQrteft