HomeMy WebLinkAboutG2 Secure Staff, LLC - !st Amdnt Agrmt -2-16-2023DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
FIRST AMENDMENT TO
NON-EXCLUSIVE LICENSE AGREEMENT TO CONDUCT COMMERCIAL AVIATION
GROUND HANDLING AND SUPPORT SERVICES AND OFFICE SPACE LEASE
AT FRESNO YOSEMITE INTERNATIONAL AIRPORT
Issued By
CITY OF FRESNO, CALIFORNIA
A Municipal Corporation
To
G2 SECURE STAFF, LLC
A Texas Limited Liability Company
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DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
This First Amendment to the Non -Exclusive License Agreement to Conduct
Commercial Aviation Ground Handling and Support Services and Office Space
Lease (First Amendment), is made and entered into as of the 16 day of February
2023, by the City of Fresno, California, a municipal corporation (City), and G2 Secure
Staff, LLC. (G2), a Texas Limited Liability Company (Licensee).
RECITALS
WHEREAS, City owns and operates Fresno Yosemite International Airport, (FAT) which
is located in the City of Fresno, County of Fresno, State of California (Airport); and
WHEREAS, Licensee is engaged in the business of ground handling services, and
desires to use certain facilities at the Airport, and lease from City certain premises and
facilities in connection with its use of the Airport in accordance with the terms, covenants,
and conditions set forth in their Lease including incorporated exhibits, documents and
instruments; and
WHEREAS, Licensee and City (each a Party; collectively the Parties) have heretofore
entered a Non -Exclusive License Agreement to Conduct Commercial Aviation Ground
Handling and Support Services and Office Space Lease dated December 8, 2021
(Original License); and
WHERAS, on July 5, 2022, the Licensee notified City of its intent to terminate use of
space T135, which became effective August 5, 2022;
WHEREAS, on approximately August 22, 2022, the Licensee acquired Polaris USA, Inc.
(Polaris), which includes the company's name, contracts between Polaris USA, Inc. and
its customers, and equipment, therefore terminating the Lease and Agreement between
City and Polaris USA, Inc.; and
WHEREAS, on approximately September 1, 2022, the Licensee acquired Flight Services
and Systems, Inc. (FS&S), which includes the company's name, contracts between FS&S
and its customers, and equipment, therefore terminating the Non -Exclusive License
Agreement to Conduct Commercial Aviation Ground Handling and Support Services and
Office Space Terminal Lease between City and FS&S; and
WHEREAS, the Parties desire to amend the Original License for the purpose of amending
the Leased Premise locations and License Fees and other charges;
NOW, THEREFORE, for and in consideration of the foregoing, the mutual covenants and
promises hereinafter set forth and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties intending to be legally bound,
hereby agree as follows:
Page 1 of 5
DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
1. Article I, Section 1.01(A) of the Original License shall be amended as follows:
1.01 Grant and Description of Leased Premises
A. That certain office area designated as C187 consisting of
approximately 583 square feet of office space, C124 consisting of
approximately 250 square feet of office space and C127 consisting of
approximately 114 square feet of office space located at Fresno
Yosemite International Airport, Fresno, California; said property being
as designated and more specifically identified and described on
Exhibit "A" attached hereto and made a part hereof. T135 is removed
from Licensee's possession per termination effective August 5, 2022.
2. Article III, Section 3.01 of the Original License shall be amended as follows:
3.01 Fees and Charges
A. Application of Terminal Area Rental Rates
(2) Room C124 comprising 250 square feet of passenger terminal, Room
C127 comprising 114 square feet of passenger terminal and Room C187
comprising 583 square feet of passenger terminal as shown in Exhibit
"A" attached hereto and hereby made a part hereof is Lessee's exclusive
use space.
G. Monthly License Fee and Due Date
Within 5 days of the end of the calendar month commencing with the
Effective Date and monthly, on the first day of each month, Licensee agrees
to pay to City a Monthly Fee equal to the greater of either two hundred fifty
dollars ($250.00) or the sum of the following:
A. The sum of ten percent (10%) of Licensee's monthly Gross Revenue from
all of its Operations as defined herein; plus
B. Fuel Flowage Fees.
1. If Licensee makes a purchase of jet fuel, aviation gasoline, aircraft
lubricating oils or other aircraft oils from an off -Airport supplier, such
purchase is subject to the sum per month calculated and determined
on the basis of the number of gallons times the per gallon rate as
established in the Master Fee Schedule.
2. If Licensee purchases jet fuel, aviation gasoline, aircraft lubricating oils
or other aircraft oils from an on -Airport supplier, such purchase shall
be calculated into the monthly gross revenue and is subject to the 10%
rate as established in section 4.01(A) above.
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Page 2 of 5
DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
3.02 Methods of Calculations
Percentage license fees shall be calculated on a monthly basis on all of Licensee's
Operations and activities conducted at, on, within or from Airport.
3.03 Reports
On or before the 20th day of each month, Licensee shall render to City, on a form
prescribed by City, as shown in Exhibit "A" attached hereto and incorporated
herein, a detailed report of Licensee's Gross Revenue for the immediate prior
month. Each monthly report shall be signed by a responsible officer of Licensee
under penalty of perjury and shall include the following:
A. The Gross Revenue for the prior month, itemized as to each service
category, customer and client.
B. A statement of the itemized amounts of percentage license fees computed,
as herein provided, and the total thereof.
3.04 Annual Certified Statement of Gross Revenues
A. Annual Statement.
Within sixty days of the end of each year, the first year being that commencing on
the Effective Date described herein, Licensee shall furnish to City a certified
statement by an independent certified public accountant or firm of certified public
accountants showing the total of Gross Revenues at the Airport for said year and
stating that Gross Revenues have been correctly reported in accordance with the
terms of this Agreement.
Within sixty days following the termination of any other prior agreement or permit
with the City, Licensee must provide, at its sole cost and expense, an audited
statement by an independent certified public accountant or firm of certified public
accountants, of monthly gross revenues, as defined in any other agreement or
permit with the City for the period beginning at the last audited month and ending
at the commencement date of this License.
If any certified statement provided by the Licensee to the City indicates that the
aggregate payments made for any year were less than the amount due for that
year under the terms of this License, then Licensee shall pay the difference at the
same time it provides the certified statement to the City. In the event the
underpayment is greater than five percent (5%) of the total amount due for that
year Licensee shall pay Late Payment Charge hereinafter described on the
amount of such difference.
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DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
B. Place of Payment; All fees/charges due to be paid to City by Lessee hereunder
shall be paid in lawful money of the United States of America, without set off, by
check made payable to City and delivered to the following address or account, City
by service of written notice upon Lessee, may otherwise direct the payment thereof
from time to time during the term hereof.
Via Mail/Express
City of Fresno
Fresno Yosemite International Airport
Attn.: Airport Accounting
4995 East Clinton Way
Fresno, CA 93727-1504
C. Late Payment Charge: Should any installment of monthly rental fees accruing
to City under the provisions of this Lease not be received by City within five (5)
calendar days after such shall be due, a late payment charge equal to one and
one half percent (1.5%) of the overdue amount added thereto and constituting a
part thereof shall be imposed by City each and every month until the entire
delinquent amount is received by City.
3. In the event of any conflict between the body of this Amendment and any Exhibit or
Attachment hereto or document referenced herein, the terms and conditions of the
body of this Amendment shall control and take precedence over the terms and
conditions expressed within the Exhibit, Attachment or document referenced.
Furthermore, any terms or conditions contained within any Exhibit, Attachment hereto,
or document referenced herein which purport to modify the allocation of risk between
the parties, provided for within the body of this Amendment shall be null and void.
4. All capitalized terms not otherwise defined herein shall have the meaning ascribed to
such terms in the Agreement.
5. Except as amended herein, the Original License shall be and remain in full force and
effect.
[Signature on following page]
Page 4 of 5
DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
IN WITNESS WHEREOF, Licensee has caused this First Amendment to be
executed by its duly authorized officer, and City has caused the same to be executed by
its duly authorized person (s)/officer(s), all as of the day and year first above written.
CITY OF FRESNO, CALIFORNIA
A Mu poration
By: bMfS6L4,2/17/2023
Henry Thompson, A.A.E.,C.A.E.,
IAP
Director of Aviation
APPROVED AS TO FORM:
ANDREW JJANZ
City a%6by:
By: ", (hW 2/17/2023
Brandon M. Collet Date
Supervising Deputy City Attorney
ATTEST:
Todd Stermer, CMC
City *S19nedby:
�'IAUtA P0�'rx 2/17/2023
By. zF1 C57F778Ca 1.
Deputy Date
Address for Notice:
City of Fresno
Airports Department
4995 E. Clinton Way
Fresno, CA 93727
Attachments:
G2 SECURE STAFF, LLC.
A Te 73QUajP2F9C5AR7
,�i�ted� Liability Company
it- CbiiG 2/16/2023
By.
Title: President
(Board Chair, President or Vice
FW Qni}y:
[Pby,r ' Vnsu 2/17/2023
By:
Title: CFO
(CFO, Treasurer, Secretary or
Assistant Secretary)
Address for Notice:
G2 Secure Staff, LLC
400 E. Las Colinas Blvd., Ste 750
Irving, Texas 75039
Exhibit A — Descriptions of Leased Premises
Page 5 of 5
DocuSign Envelope ID: 3CF3A6F4-1343-4299-B1E1-35C803E111AA
EXHIBIT "A"
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