HomeMy WebLinkAbout10700RESOLUTION NO. 10700
A RESOLUTION TERMINATING THE JANUARY 26, 1987 GROUND LEASE AND OPERATING
AGREEMENT AND CONSENTING TO THE ASSIGNMENT OF THE JUNE 27, 2005 GROUND
LEASE AND OPERATING AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL
CORPORATION, AND TRAVELAIRE SERVICES, INC., A COLORADO CORPORATION, TO
ROCKY MOUNTAIN FBO, LLC, A COLORADO LIMITED LIABILITY COMPANY, AND
APPROVING AMENDMENT NO. 1 TO THE JUNE 27, 2005 GROUND LEASE AND OPERATING
AGREEMENT AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME
WHEREAS, both parties desire to terminate the current Ground Lease and Operating
Agreement between the City of Pueblo and Travelaire Services, Inc., relating to land and
operations at the Pueblo Memorial Airport entered into on January 26, 1987 (1987 Lease "); and
WHEREAS, Travelaire Services, Inc., entered into a Ground Lease and Operating
Agreement with the City of Pueblo relating to land and buildings at the Pueblo Memorial Airport on
June 27, 2005 ("2005 Lease "); and
WHEREAS, Travelaire Services, Inc., desires to assign the 2005 Lease to Rocky Mountain
FBO, LLC and change the effective date to May 1, 2006; and
WHEREAS, both parties wish to amend the provisions of the lease; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The 1987 Lease between the City of Pueblo and Travelaire Services, Inc. is hereby
terminated at midnight on April 30, 2006.
SECTION 2.
The City does hereby consent to the assignment of the 2005 Lease by Travelaire Services,
Inc., to Rocky Mountain FBO, LLC, as described in, and contemplated by the Assignment and
Assumption Agreement, a copy of which is attached thereto, subject to and contingent upon Rocky
Mountain FBO, LLC assuming and performing all of the obligations imposed on the Lessee under
the 2005 Lease through the term of the 2005 Lease from May 1, 2006 through April 30, 2026
unless sooner terminated or extended as provided in the 2005 Lease.
SECTION 3.
Amendment No. 1 to the 2005 Lease, a copy of which is attached hereto and made a part
hereof by reference, after having been approved as to form by the City Attorney, by and between
the City of Pueblo, a Municipal Corporation, Travelaire Services, Inc., and Rocky Mountain FBO,
LLC relating to the 2005 Lease at the Pueblo Memorial Airport, is hereby approved, subject to the
conditions as set forth in said Amendment No. 1.
SECTION 4.
The President of City Council is hereby authorized to execute Amendment No. 1 on behalf
of the City of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City
thereto and attest the same.
INTRODUCED April 24, 2006
BY Gilbert Ortiz
Councilperson /�� "�"
APPROVED: �C UJtx
VICE FFRESIDLINTof City Council
ATTESTED BY:
CITY CLERK
Background Paper for Proposed
A %". #lD 706
AGENDA ITEM # rl
DATE: April 24, 2006
DEPARTMENT: AVIATION — DANIEL E. CENTA, P.E.
TITLE
A RESOLUTION TERMINATING THE JANUARY 26, 1987 GROUND LEASE AND
OPERATING AGREEMENT AND CONSENTING TO THE ASSIGNMENT OF THE
JUNE 27, 2005 GROUND LEASE AND OPERATING AGREEMENT BETWEEN
THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND TRAVELAIRE
SERVICES, INC., A COLORADO CORPORATION, TO ROCKY MOUNTAIN FBO,
LLC, A COLORADO LIMITED LIABILITY COMPANY, AND APPROVING
AMENDMENT NO. 1 TO THE JUNE 27, 2005 GROUND LEASE AND OPERATING
AGREEMENT AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO
EXECUTE SAME
ISSUE
Should City Council terminate the January 26, 1987 Lease ( "1987 Lease ") and consent to
the assignment of the June 27, 2005 Lease between the City of Pueblo and Travelaire
Services ( "2005 Lease ") to Rocky Mountain FBO and approve an amendment to 2005
Lease.
RECOMMENDATION
Approval of this Resolution.
Travelaire Services has requested to terminate the 1987 Lease executed on January 26,
1987 and approve the assignment of the 2005 Lease in order to separate the air charter
from the FBO business at the airport. The amendment to the 2005 Lease: (1) changes
the effective date of the 2005 Lease from January 31, 2007 to May 1, 2006; (2) changes
the number of fuel tanks they will be using from a single Jet -A tank to one Jet -A tank and
one Avgas tank; and (3) modifies the services from air charter to aircraft fueling and
other fixed base operation activities as provided therein.
FINANCIAL IMPACT
The 1987 Lease rent is $240 per acre annually for 1.18 acres of land, the commission is
1% of the gross sales, and the fuel flow fee is $.055 per gallon up to 40,000 gallons and
$.066 per gallon over 40,000. The 2005 Lease land rent is $302 per month and structure
rent is $896 per month, the commission is 2% of the gross sales and the fuel flow fee is
$.06 per gallon up to 1,000,000 gallons, $.05 per gallon for the next 500,000 gallons, and
$.04 per gallon for over 1,500,000 gallons.
ASSIGNMENT OF LEASE AGREEMENT
01, J,1- Q
AGREEMENT made thiso day of siQA 2017 between PDC Acquisition Corp, a
Colorado corporation, whose address is 27350 E. Highway 96, Pueblo, CO 81006, herein referred
to as "Assignor," and Rocky Mountain FBO, LLC, whose address is 525 Skyway Street, Pueblo, CO
81001, herein referred to as "Assignee."
WHEREAS Assignor, and Assignee have previously entered into an assignment agreement
on December 15, 2015, whereby Assignor assumed Assignee's obligations under a ground lease
and operating agreement for property at the Pueblo Memorial Airport owned by the City of Pueblo
dated June 27, 2005, which had been assigned to Assignee by Travelaire Services, Inc., with an
effective date of May 1, 2006, approved by Resolution of City Council on April 24, 2006 herein
referred to as "Lease Agreement," a copy of which is attached hereto as Exhibit A and incorporated
herein by reference; and
WHEREAS Assignee and Assignor want to transfer Assignor's obligations and
responsibilities under the Lease Agreement back to Assignee; and
WHEREAS the members and managers of Assignee have experience in fulfilling Lessee's
responsibilities under the Lease Agreement; and
WHEREAS Section 17 of the Lease Agreement entitled "Assignments and Subletting"
addresses Lessee's obligation to obtain Lessor's written consent for the intended assignment of the
Lease Agreement; and
WHEREAS the parties to Lease Agreement have reached an agreement whereby Assignor
may assign its interest in the Lease Agreement to Assignee.
NOW THEREFORE it is agreed as follows:
1. Effective as of January 1, 2017, Assignor assigns its interest in the Lease
Agreement to Assignee.
2. Assignee agrees to faithfully perform all duties of Lessee under said Lease
Agreement.
3. Lessor, by its signature below acknowledges its consent to the assignment.
Dated as of the date and year first above written.
ASSIGNOR ASSIGNEE
PDC Acquisition Corp, a Colorado corporation Rocky Mountain FBO, LLC, a Colroado limited
lia•''- company
l .,
'--......_ . / ,\Q
By: Sam C. Brown,Jr., its Presid By: :mie DeVencenty, Member/Manager r
Lessor
CITY OF PU0.4,,
pir
By: Sam . •d, City Manager
AMENDMENT NO. 1
This Amendment No. 1 dated as of April 24, 2006 by and between the City of Pueblo
( "Lessor "), Travelaire Service, Inc. ( "Lessee "), and Rocky Mountain FBO, LLC ( "Assignee "),
WITNESSETH
Whereas, Lessor and Lessee entered into a Ground lease And Operating Agreement dated
January 26, 1987 and certain amendments thereto for a certain parcel of property located at the
Pueblo Memorial Airport ( "1987 Lease "), and
Whereas, Lessee and Lessor entered into a Ground Lease And Operating Agreement
dated June 27, 2005 for the same property covered by the 1987 Lease plus buildings located
thereon ( "2005 Lease "), and
Whereas, Lessor and Lessee are desirous of terminating the 1987 Lease and amending the
2005 Lease.
Now Therefore, in consideration of the foregoing and mutual covenants contained herein,
Lessor, Lessee and Assignee agree as follows:
1. The 1987 Lease shall terminate and cancel on midnight April 30, 2006 and Lessor
and Lessee shall be released and discharged from all future obligations thereunder.
2. The 2005 Lease is hereby amended to read as follows:
(a) The fourth paragraph of Section 1 is amended to read:
Subject to Section 8, Lessor hereby leases to Lessee Jet -A Tank No. 4
having a capacity of 40,000 gallons and AV -Fuel Tank No. B having a
capacity of 20,000 gallons (hereinafter "fuel tank") at Lessor's fuel farm
located at the Airport (hereinafter the "fuel farm ") for the exclusive
purpose of storing aviation fuel to be dispensed to aircraft using the
Airport.
(b) Section 2 is hereby amended to read:
The term of this Lease is for a period of twenty (20) years commencing
midnight April 30, 2006 and ending midnight on April 30, 2026, unless
sooner terminated as herein provided. The term of this Lease may be
extended for an additional ten (10) year period from midnight April 30,
2026 to midnight April 30, 2036 upon rental and other conditions mutually
agreeable to Lessor and Lessee. Either Lessor or Lessee may request that
negotiations for such extension be entered into on or after April 30, 2021.
(c) The month specified in Section 3.13 is amended from "the month of
February 2007" to "the month of May 2006," the date "February 1" is amended to "May
1" and the "last day of January" is amended to "last day of April."
(d) Section 4.A is amended to read:
The Leased Premises shall be used and occupied by Lessee as a facility for
fueling aircraft services and other related aeronautical services and
products.
(e) The term "air charter service" specified in Section 4.E is amended to read
"aircraft fueling services."
3. City does hereby approve and consent to Lessee assigning the 2005 Lease to
Assignee and the Assignment And Assumption Agreement attached hereto as Exhibit "A,"
provided, however, that the Lessee shall not be released and discharged from its obligations
under the 2005 Lease.
4. The 2005 Lease as amended by this Amendment No. 1 shall remain in full force
and effect, binding on and inuring to the benefit of Lessor, Lessee and Assignee and their
respective successors and approved assigns.
Executed at Pueblo, Colorado the day and year first above written.
(SEAL)
Attest: �� CtiCtL
City C
City of Pueblo NCG
By
Viity Council
(SEAL)
A, DeVencenty,
DeVencenty,
•
ASSIGNMENT AND ASSUMPTION AGREEMENT
COME NOW the Travelaire Service, Inc., a Colorado corporation and Rocky
Mountain FBO, LLC, a Colorado limited liability company and agree as follows:
1. The parties hereby acknowledge having each received a copy of the Ground Lease
and Operating Agreement of June 27, 2005, between Travelaire Service, Inc., as Lessee,
and the City of Pueblo, as Lessor, (hereinafter the "Lease Agreement"), relating to
premises at the Pueblo Memorial Airport, Pueblo, Colorado.
2. Subject to and effective upon the consent of the City the Pueblo, Travelaire
Service, Inc., does hereby assign all of its right, title, and interest in and to the Lease
Agreement to Rocky Mountain FBO, LLC.
3. Rocky Mountain FBO, LLC, hereby agrees to assume and perform all of the
obligations imposed on the Lessee under the Lease Agreement.
4. Rocky Mountain FBO, LLC, does hereby indemnify and agree to
hold Travelaire Service, Inc.,harmless from any loss or damage which it may suffer as a
result of Rocky Mountain FBO, LLC's, failure to comply with the terms and conditions
of the Lease Agreement.
5. Travelaire Service, Inc., hereby acknowledges and recognizes that,pursuant to
Section 17 A of the Lease Agreement, this assignment of the Lease does not release or
discharge it from its obligations under the Lease.
Dated this 25th day of April, 2006.
TRAVELAIRE SERVICE, INC.
By:
Rocky L. DeVencenty, President
ROCKY MOUNTAIN FBO, LLC
By
Jamie A. DeVencenty, Member
By
Rocky L. DeVencenty, Member
EXHIBIT A _