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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/19/2022 - FIRST READING OF ORDINANCE NO. 050, 2022, APPROVIN Agenda Item 17 Item # 17 Page 1 AGENDA ITEM SUMMARY April 19, 2022 Airport STAFF Jason Licon, Airport Director Josh Birks, Economic Health Director Judy Schmidt, Legal SUBJECT First Reading of Ordinance No. 050, 2022, Approving an Estoppel Certificate that Modifies an Existing Lease Between the Cities of Fort Collins and Loveland and Discovery Air, LLC, for Property Located at the Northern Colorado Regional Airport. EXECUTIVE SUMMARY This ordinance requests approval of an estoppel certificate requested by Disc overy Air LLC (“Discovery Air”) with respect to a fifty-year ground lease of Airport property (the “Lease”) previously approved by Council. The requested Estoppel Certificate contains provisions that effectively modify the Lease and therefore requires Council approval. An estoppel certificate is a legally-binding signed statement certifying for another's benefit – in this case Discovery Air’s lender - certain facts regarding the Lease as accurate and it will be enforced to “estop” (or prevent) the Cities from asserting a different state of facts. An estoppel certificate is customarily provided under long-term leases, is necessary to obtain financing and is called for by the Discovery Air Lease. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION The Northern Colorado Regional Airport is a jointly owned and operated public facility shared by the Cities of Fort Collins and Loveland. In 2015 the Cities entered into an intergovernmental agreement (IGA) under which they own and operate the Northern Colorado Regional Airport (“Airport”) as a joint venture and created the Northern Colorado Regional Airport Commission (“Commission”) to exercise certain powers and authority to operate and maintain the Airport. The Airport Commission on behalf of the Cities traditionally grants long -term land leases to private sector investors or builders to construct aviation support facilities. This is a standard procedure for all publicly owned airports and is in accordance with FAA reg ulatory standards. The IGA sets forth the parameters of the Commission’s delegated authority to enter Airport leases on behalf of the Cities. Where such parameters are not met, however, leases may require approval by both Councils. By adoption of Ordinances No. 148, 2018 and 163, 2020, Council approved a long-term (fifty year) ground lease and first amendment thereto (the "Lease") with Discovery Air, LLC ("Discovery Air") for Airport land on which it is constructing a “fixed base operator” (“FBO”) devel opment (the “Project”). The Lease required approval by the Councils of both Fort Collins and Loveland because of the length of the term (including an extended 50-year term and potential extension of an additional fifty years upon expiration of the initial term) and a reduced lease rate to compensate for the developer’s investment in shared airport infrastructure. Agenda Item 17 Item # 17 Page 2 Discovery Air has completed the first phase of the Project and its lender has requested a non -standard estoppel certificate (the “Lender Estoppel Certificate”) that effectively modifies the certain terms and conditions of the Lease by obligating the Cities to enter into a new lease agreement with the lender or its designee if the Lease is terminated due to a Discovery Air default. This new lease would be on the same terms and conditions and for the remaining term, so long as: • There is no continuing default under the Lease and no violation of applicable Federal Aviation Administration (FAA) rules, regulations, or grant assurances; and • The Cities determine, in their reasonable business judgment, that lender or its designee has the financial and operational experience and capacity to conduct the FBO Services (as defined in the lease) required under the lease, as determined by the ground lessor in their reasonable business judgment. (The lender is required to provide information documenting the experience, operational and financial capacity of the proposed lessee with any request for execution of a new lease under this paragraph.) PUBLIC OUTREACH The Lease and the Project are in line with the adopted and approved Airport Master Plan, of which considerable outreach and public input is included, as are numerous public hearings including adoption by both Councils. It additionally conforms with the Airp ort’s adopted Strategic Plan, which involved considerable outreach and public involvement. ATTACHMENTS 1. Northern Colorado Regional Airport Commission Resolution R-10-2020 (PDF) 2. First Amendment to Ground Lease Agreement (PDF) 3. Discovery Air LLC Original Ground Lease Agreement (PDF) ATTACHMENT 1 {00600273}1 FIRST AMENDMENT TO NORTHERN COLORADO REGIONAL AIRPORT GROUND LEASE AGREEMENT This FIRST AMENDMENT TO NORTHERN COLORADO REGIONAL AIRPORT GROUND LEASE AGREEMENT Amendment ______day of ____, 202 Effective Date CITIES OF FORT COLLINS AND LOVELAND, COLORADO Cities DISCOVERY AIR, LLC, a Colorado Lessee RECITALS A.The Cities and Lessee entered into that certain Northern Colorado Regional Lease Leased Premises B.Since execution of the Lease, the Lessee has developed its plans for the Leased Premises at the Airport such that it anticipates constructing its facilities and improvements in phases. As a result, Lessee has requested, and the Cities have agreed to also phase the rent due for the Leased Premises. The parties therefore desire to amend the Lease to phase the rent, to amend the rentable and non-rentable areas of the Leased Premises, and to clarify other items stated in the Lease. C.The parties therefore desire to amend the Lease to phase the rent, to amend the rentable and non-rentable areas of the Leased Premises, and to clarify other items stated in the Lease as more particularly set forth and described herein below. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1.Definitions.All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms as set forth in theLease. 2.Amended Paragraph 1.4.The Cities and Lessee agree that Paragraph 1.4 of the Lease is deleted in its entirety and is hereby replaced with the following: 1.4 In addition, Lessee shall have twenty four (24) months after the Effective Inspection and Entitlement Period expense, any and all platting, master planned, subdivision, PUD, land use or Entitlements which are required to enable Lessee to operate and develop the Leased to inspect, test, examine, survey or conduct any studies of the Leased Premises as Lessee may deem necessary; (iv) to ascertain the availability of utilities and other services and to finalize any development agreements related thereto; and (v) to otherwise investigate the desirability and feasibility of the Leased Premises ATTACHMENT 2 {00600273} 2 development plan to Loveland in order for the Commission to provide input to Loveland regarding the plan. Lessee shall be entitled to terminate this Agreement upon notice in writing to the Cities at any time prior to the end of the Inspection and Entitlement Period if (i) Lessee is unable, in its business judgment, to assure itself that it will be able to obtain the necessary Entitlements, or finalize any development agreements related to utilities and other necessary infrastructure or (ii) Lessee otherwise determines, in its business judgment, that the condition necessary utilities, services, or approvals are unavailable. If Lessee so terminates this Agreement, all further obligations of the parties hereunder shall end and be of no further force or effect except for obligations which expressly survive the termination of this Agreement. If Lessee does not notify the Cities terminate this Agreement for any of the foregoing reasons, then this termination clause shall be inoperative and void, and this Agreement shall remain in full force and effect. If Lessee has not obtained approval of a site development plan for in substantially similar form to the plan depicted on Exhibit B, the Cities may terminate this Agreement by providing Lessee notice of intent to terminate this Agreement within thirty (30) days. If Lessee fails to obtain approval of such site development plan by the end of the thirty (30) days, this Agreement shall automatically terminate as of the thirty-first (31st) day and all further obligations of the parties hereunder shall end and be of no further force or effect except for obligations which expressly survive the 3.Amended Paragraph 1.5.The Cities and Lessee agree that Paragraph 1.5 of the Lease is deleted in its entirety and is hereby replaced with the following: 1.5 In the event Lessee has not commenced construction of any horizontal improvements to the Leased Premises for example, grading work or installation of utilities, within three (3) years after the Effective Date of this Agreement, subject to extension mutually agreed upon in writing by the parties, this Lease shall automatically and immediately terminate. In addition, in the event Lessee has not commenced construction of any of the vertical improvements comprising Phase I (as hereinafter defined), subject to extension mutually agreed upon by the parties, this Agreement shall automatically and immediately terminate. Nothing contained herein shall prohibit or operate to prohibit Lessee from applying for or seeking reimbursement for any of the Improvements from any local 4.Leased Premises.The Cities and Lessee agree that Paragraph 2.1 is deleted in its entirety and is hereby replaced with the following: 2.1 The Leased Premises consist of the parcel of land described in , which is attached hereto and by this reference made a part hereof. 5.Amended Rent.The Cities and Lessee agree that Paragraph 4.2 of the Lease is deleted in its entirety and is hereby replaced with the following: {00600273} 3 4.2 (a) Phase I. Commencing on the earlier of (i) January 1, 2021 and (ii) the date that the first certificate of occupancy (or its equivalent) is issued for any of the Improvements located within the Phase I Rental Area (as Phase I Rent Commencement Date agrees to pay to the Cities for the first (1 st) year following the Phase I Rent Commencement Date an annual rent of $0.15 per square foot for the Phase I Rental Area, for a total of $18,044.10 per year, subject to adjustment pursuant to Section 4.2(f). Commencing on the 8th anniversary of the Phase I Rent Escalation Date annual rent for the Phase I Rental Area, subject to adjustment pursuant to Phase I Rental Area comprising a portion but not all of the Leased Premises generally depicted and identified on which is attached hereto and by this reference made a part hereof; the parties hereto have agreed that the Phase I Rental Area contains 120,294 square feet. The Phase I Rental Area includes paved areas which Lessee shall construct to comply with the Minimum Standards. The parties acknowledge and agree that the annual rent for the remaining Rental Area (as hereinafter defined) other than the Phase I Rental Area shall remain as set forth in Paragraph 4.1 of the Lease until a subsequent Additional Phase Rent Commencement Date (as hereinafter defined) has Additional Phase Rent Commencement Date mean any of the following: the Phase II Rent Commencement Date (as hereinafter defined), Phase III Rent Commencement Date (as hereinafter defined), or Phase IV Rent Commencement Date (as hereinafter defined), as the case may be. The parties acknowledge and agree that Lessee intends to develop and construct the remaining Leased Premises in phases comprising currently undetermined portions of the Leased Premises at times reasonably determined by Lessee. (b)Phase II. Commencing on the earlier of (i) January 1, 2026 and (ii) the date that the first certificate of occupancy (or its equivalent) is issued for any of the Improvements located within the Phase II Rental Area (as Phase II Rent Commencement Date agrees to pay to the Cities for the first (1st) year following the Phase II Rent rent for the Phase II Rental Area, subject to adjustment pursuant to Section 4.2(f). Commencing on the 8th anniversary of the Phase II Rent Phase II Rent Escalation Date the Phase II Rental Area, subject to adjustment pursuant to Section 4.2(f). Phase II Rental Area portion but not all of the Leased Premises generally depicted and identified on which is attached hereto and by this reference made a part hereof; the parties hereto have agreed that the Phase II Rental Area contains 242,626 square feet. The Phase II Rental Area includes paved areas which Lessee shall construct to comply with the Minimum Standards. {00600273} 4 The parties acknowledge and agree that the annual rent for the remaining Rental Area (as hereinafter defined) other than the Phase I Rental Area and Phase II Rental Area shall remain as set forth in Paragraph 4.1 of the Lease until a subsequent Additional Phase Rent Commencement Date (as hereinafter defined) has occurred. (c)Phase III. Commencing on the earlier of (i) January 1, 2029 and (ii) the date that the first certificate of occupancy (or its equivalent) is issued for any of the Improvements located within the Phase III Rental Area Phase III Rent Commencement Date Lessee agrees to pay to the Cities for the first (1st) year following the Phase annual rent for the Phase III Rental Area subject to adjustment pursuant to Section 4.2(f). Commencing on the 8th anniversary of the Phase III Rent Phase III Rent Escalation Date for the Phase III Rental Area, subject to adjustment pursuant to Section Phase III Rental Area comprising a portion but not all of the Leased Premises generally depicted and identified on which is attached hereto and by this reference made a part hereof; the parties hereto have agreed that the Phase III Rental Area contains 150,622 square feet. The Phase III Rental Area includes paved areas which Lessee shall construct to comply with the Minimum Standards. The parties acknowledge and agree that the annual rent for the remaining Rental Area (as hereinafter defined) other than the Phase I Rental Area, Phase II Rental Area, and Phase III Rental Area shall remain as set forth in Paragraph 4.1 of the Lease until a subsequent Additional Phase Rent Commencement Date (as hereinafter defined) has occurred. (d)Phase IV. Commencing on the earlier of (i) January 1, 2030 and (ii) the date that the first certificate of occupancy (or its equivalent) is issued for any of the Improvements located within the Phase IV Rental Area Phase IV Rent Commencement Date Lessee agrees to pay to the Cities for the first (1st) year following the Phase annual rent for the Phase IV Rental Area, subject to adjustment pursuant to Section 4.2(f). Commencing on the eighth anniversary of the Phase IV Phase IV Rent Escalation Date annual rent for the Phase IV Rental Area, subject to adjustment pursuant Phase IV Rental Area area comprising a portion but not all of the Leased Premises generally depicted and identified on which is attached hereto and by this reference made a part hereof; the parties hereto have agreed that the Phase IV Rental Area contains 162,006 square feet. The Phase IV Rental Area includes paved areas which Lessee shall construct to comply with the Minimum Standards. Rental Area {00600273} 5 all of the Leased Premises upon which the parties hereto have agreed to calculate annual rental for the Leased Premises, the total Rental Area contains 675,548 square feet as depicted in which is attached hereto and by this reference made a part hereof. The Rental Area includes paved areas which Lessee shall construct to comply with the Minimum Standards. The escalation of Rent described herein above is generally described in attached hereto, such Exhibit is for demonstration purposes and is not intended to control the Rent Commencement Date or Rent Escalation Date for any Phase (as defined for each Phase above), such Dates to be established as set forth herein above. (e)Contingent Phase V. The Lessee shall not owe to the Cities any rent for the remaining portion of the Leased Premises not Remainder Area the Lessee commences any development of the Remainder Area. For development use of land; (ii) construction; and/or (iii) clearing, grading, re-grading, or cutting in anticipation of the construction of infrastructure, structures, or other activities or use of the Remainder Area that are not intended for the production of revenue for the Lessee. Commencing on the first day of the month following the date that the Lessee begins development of the Remainder Area, Lessee shall pay rent to the Cities as follows: (i) If the Lessee develops the Remainder Area for aeronautical uses, the Lessee shall pay rent at the same rate as Lessee has paid for each Phase listed above starting at the commencement rate ($0.15 per square foot adjusted for CPI for the term the Lease has been in effect since the Phase I Commencement Date) for a period of eight (8) years and increasing to the Lessee develops the Remainder Area for non-aeronautical uses, Lessee effect at the time or fair market value, whichever is required by the FAA. Lessee acknowledges and agrees that if the Remainder Area is developed for non-aeronautical uses, such use may require release of the Remainder Area by the FAA, which release shall be in the sole discretion of the FAA. (f) Commencing on May 1 st ,2022, and on May 1st in each year thereafter during the remainder of the Term, the annual rent shall be adjusted by multiplying the annual rent payable in the next preceding year by a fraction, the numerator of which shall be the C.P.I., as hereinafter defined, published for the previous month of December and the denominator of which shall be the C.P.I. published for the month of December which preceded the month used as the numerator. In no event shall the annual rent be reduced from that payable in a previous year. If this Agreement is executed after January 1st, such C.P.I. increase for the calendar year in which this Agreement is executed shall be prorated. The term "C.P.I." as used herein shall mean the Consumer Price Index for all Urban Consumers, all items, Selected Large Cities, for the Denver/Boulder Area as published by the Bureau of Labor Statistics of the United States {00600273} 6 Department of Labor, 1982-84 base = 100. In the event the base year is changed, the C.P.I. shall be converted to the equivalent of the base year 1982-84 = 100. In the event the Bureau of Labor Statistics ceases to use the C.P.I., or this index, an equivalent or comparable economic index will be used. 6.Deletion of Paragraph 4.3. The Cities and Lessee agree that Paragraph 4.3 of the Lease is hereby deleted in its entirety. 7. The Cities and Lessee agree that and to the Lease are deleted in their entirety and are hereby replaced with the attached and respectively. Furthermore, the Cities and Lessee agree that any all references to in the Lease are hereby amended to reference and all references to in the Lease are hereby amended to reference . 8.Ratification of Lease.Except as expressly set forth in this Amendment, the Lease otherwise is unmodified, remains in full force and effect and is incorporated and restated herein as if fully set forth at length. Each reference in the Lease to itself shall be deemed also to refer to this Amendment. 9.Counterparts.This Amendment may be executed in two or more counterparts, each of which will be deemed an original, which together will constitute one in the same agreement. A facsimile or other electronic signature shall have the same force and effect as an original signature; provided, however, subsequent to any execution of this Amendment by electronic means, the parties hereto agree to exchange original signatures upon the written request of eitherparty. 10.Modifications.This Amendment may be modified only in writing signed by both the Cities and Lessee. 11.Capitalized Terms. All capitalized terms used herein shall have the meaning as set forth in the Lease, unless otherwise defined herein. 12.Nature of Amendment. The Lease as amended by this Amendment shall remain in full force and effect in accordance with all of its terms and provisions. This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns. No additions or modifications of any term or provision of this Amendment shall be effective unless set forth in writing, signed by the party against whom enforcement of such addition or modification is sought. This Amendment contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements, negotiations or understandings between them concerning the subject matter contained herein. Discovery Air Lease Area Approx. 1,301,774 SF Boundary and area are approximate and subject to professional survey upon commencement of Phase I construction 0 500 1,000 Feet Exhibit "A1" Description of Leased Premises Phase II Rental Area 242,626 SF Phase I Rental Area 120,294 SF Phase III Rental Area 150,622 SF Phase IV Rental Area 162,006 SF Contingent Phase V Remainder Area 253,595 SF Public Taxiway 141,552 SF Contingent Ramp 79,788 SF Contingent Ramp 104,564 SF Contingent Ramp 46,665 SF 0 500 1,000 Feet Exhibit "C" Discovery Air Lease Areas Exhibit “D” Rent Phasing Example This example assumes a constant 2% annual CPI ATTACHMENT 3 ljƐŏ=ૈ5ƬǽƛƑǤƒǪȌૈ ȍưƸૈƭǸ;ȚǯƏૈNJƓŐƔૈő8ǹƕƖǩ7ǫ>çૈ ٩Ȝ͂ΉૈȝڪૈΊګॸU࠭΋̓ૈ ֎ڬॹݐૈॺb֏࣓ૈ̈́ȞદૈݑӣૈDŽȟڭਿȠ࠮ધèૈijěģňૈ ÅॻԵΌૈ¥ԃ΍˱ॼ֐੬ΎૈƋȡॽΏ¦Öéૈ֑ࣔૈ˚નૈȢڮͅૈ˛ΐॾઍΑΒگૈॿԶΓૈű֒ঀ֓ΔࣕૈݒӤӼ߸࠯ঁૈŲݓw٢֔ڰࣖૈȣڱ͆ૈNjݔ੭ΕؽȤڲ͇êૈųݕvݖࢯˊ͈ݗૈÆংԷΖૈ ¼Ŵ֕ਲصΗࣗ§×ૈȥૈ ƌ'ࣘ˲ݘ੮ ࠰઩ૈŒ֖࠱ëૈnjǍŵ1ૈȦૈŶݙؾݚࢰˋ ݛૈؿi٪֗ঃΘ͉ૈـ֘ȧ˜֚֙঄પૈ˳ݜ}߻ȨڳફìૈbΙ࠲Κ֛ڴȩԕΛ࠳ૈ˴Ȫفw͊ૈ¨ǎӡॷࣙΜΝđ©ૈ ƹȎǰƜȅƗȏƱʼnૈ 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:Qa<9h<:tQYtoaQhQYNt 8rthO<tQhQ<e t +5rW<Yhet;m<t h\thO<tQhQ<etmY:<athOQet Na<<W<YhteO5TTt8<tW5:<tQYtT<N5Tth<Y:<at\=thO<t2YQh<:t-h5h<et5Y:t^5Q:toQhO\mht\De<h t$Yt5::QhQ\Yth\t5Yrt\hO<at a<W<:Q<et^a\nQ:<:tQYthOQetNa<<W<YhtQYthO<t<n<YhthP5ht5Yrtb<YjTtB<t\at9O5aN<te<htJaiOtQYthOQetNa<<W<YhtQet Y\ht^5Q:th\thO<tQhQ<etoQhOQYth<Yttt:5ret\=thO<t:5h<t:m<t'<ee<<t5Na<<eth\t^5rt5tT5h<t9O5aN<t\=t tIat<59Ot em9OtT5h<t^5rW<Yht5Y:t:<@mThtQYh<a<ehteO5TTt599am<t\Ytem9Ot^5rW<YhtL\WthO<t:5h<thO<t^5rW<Yhto5et:m<t5ht5t a5h<t\=tho<Tn<t^<a9<Yhttt^<at5YYmW t 3QhOt a<e^<9hth\thO<tO5YN5aet (<ee<<t ^a]^\e<eth\t9\Yeham9ht5et_5ait\=thO<t&W^a\n<W<Yhet:<^Q9h<:t\Yt !qPQ8Qhtt'<ee<<t5Na<<ethO5hthO<thO<tO5YN5aeteO5TTt9\TT<9hQn<Trt8<t5htT<5eht5th\h5Tte`m5a<tI\h5N<ta<5e\Y58Trt 9\YeQeh<YhtoRhOt!qOQ8Qhtth\t 8<tFY5TTrt:<h<aWQY<:t:maQYNthO<t $)&* %$-$-$* *"#$*-( %-5et^5ait\=t eQh<t^T5Yt:<n<T\^W<Yht5_^a\n5Tt ^a\9<eet5Y:teO5TTtO5n<t5t9\Y9a<h<t\at 5e^O5ThtH\\atoQhOt<59Ot#5YN5ath\tO5n<t5ht T<5eht\Y<t5Qa9a5Mt599<eet:\\ateQs<:th\t599\WW\:5h<t5Yt5n<a5N<t^aQn5h<t5Qa9a5M t '<ee<<teO5TTtme<t9\WW<a9Q5UTrt a<5e\Y58T<t7:t:QTQN<Yht<?Kaieth\t9\W^T<h<t9\Yeham9hQ\Yt\=thO<t#5YN5aetoQhOQYtr<5aetL\WthO<t9\W^T<hQ\Yt\=t O\aQs\Yh5TtQYL5eham9hma<tY<<:<:th\te<an<thO<te5X<t t  -(<ee<<t5et5::QhQ\Y5Vta<ZhteO5TTt9\Yeham9ht5Y:tW5QYh5QYt5t^5n<:t5Qa9a5Mta5W^t5a<5t\YthO<t(<5e<:t +a<WQe<ethO<t,5W^ t.O<t,5W^tWmeht8<t:<eQNZ<:t5Y:t8mQThth\teQs<t5Y:te^<9QF95hQ\YetQYt9\W^TQ5Y9<toQhOt  -1- ORDINANCE NO. 050, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING AN ESTOPPEL CERTIFICATE THAT MODIFIES AN EXISTING LEASE BETWEEN THE CITIES OF FORT COLLINS AND LOVELAND AND DISCOVERY AIR, LLC, FOR PROPERTY LOCATED AT THE NORTHERN COLORADO REGIONAL AIRPORT WHEREAS, the Cities of Loveland and Fort Collins (collectively the “Cities” and “Loveland” or “Fort Collins” individually) jointly own and operate the public airport known as the Northern Colorado Regional Airport (the “Airport”); and WHEREAS, by adoption of Ordinance No. 148, 2018, City Council approved a long- term (fifty year) ground lease (the “Lease”) with Discovery Air, LLC (“Discovery Air”) for Airport land on which it is constructing a “fixed base operator” (“FBO”) development (the “Project”); and WHEREAS, Discovery Air has arranged financing related for the Project and has requested that the Cities sign an estoppel certificate in the form attached hereto as Exhibit “A” (the “Lender Estoppel Certificate”), giving certain assurances to the Developer’s lender with respect to the Lease; and WHEREAS, while the Lease provides that the Cities will execute a general estoppel certificate, the Lender Estoppel Certificate effectively modifies certain terms of the Lease as previously approved by the Council and the Cities’ rights under the Lease; and WHEREAS, more specifically the Lender’s Estoppel Certificate modifies the remedies available to the Lender if the Lease is terminated due to default by Discovery Air by obligating the Cities to enter into a new lease with the Lender or its designee for the then-remaining term of the Lease on the same terms and conditions so long as there is no violation of Federal Aviation Administration (FAA) rules, regulations or grant assurances and the Cities determine, in their reasonable business judgment, that the Lender or its designee has the financial and operational experience and capacity to conduct the FBO service required by the Lease (the “New Lease Remedy”); and WHEREAS, Airport staff has reviewed the New Lease Remedy with FAA representatives and has received no objection to it as inconsistent with the required FAA Grant Assurances; and WHEREAS, City Council desires to approve the Lender’s Estoppel Certificate, including the New Lease Remedy that effectively modifies the Lease previously approved by Council; and WHEREAS, City Council finds that approval of the Lender’s Estoppel Certificate is in the best interests of the Airport, the City and its residents and serves the public purpose of furthering economic development of the Airport. -2- NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council approves the Lender’s Estoppel Certificate in the form attached hereto as Exhibit “A” and incorporated herein by this reference. Section 3. That the City Council hereby authorizes the City Manager to execute the Lender’s Estoppel Certificate on behalf of the City and, after consultation with the City Attorney, to further modify the Lender’s Estoppel Certificate in form or substances as necessary to fulfill the purposes of this Ordinance and protect the best interest of the City. Introduced, considered favorably on first reading, and ordered published this 19th day of April, A.D. 2022, and to be presented for final passage on the 3rd day of May, A.D. 2022. ______________________________ Mayor ATTEST: _____________________________ City Clerk Passed and adopted on final reading on this 3rd day of May, A.D. 2022. ______________________________ Mayor ATTEST: _____________________________ City Clerk EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT A