HomeMy WebLinkAboutContract 35803-CA2 CITY SECRETAR;YAC�Ci�)NL _ Z
CONTRACT NO. ✓ b J"
CONSENT TO LEASEHOLD DEED OF TRUST
�o
FORT WORTH SPINKS AIRPORT
LEASE AGREEMENT
U, of S���p LEASE SITE E-20
CITY SECRETARY CONTRACT NO. 35803
This CONSENT TO LEASEHOLD DEED OF TRUST (this "Agreement") 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; DUMONT GROUP
PROPERTIES VI, LLC ("Lessee"), a Delaware limited liability company, and
WILMINGTON SAVINGS FUND SOCIETY,FSB("Lender"), a federal savings bank.
The following introductory provisions are true and correct and form the basis of this Consent:
A. On January 1, 2017 (M&C C-28043), Lessor and Lessee entered into City Secretary
Contract("CSC")No. 35803-_ (the "Lease"), Hangar and Ground Lease Agreement known as
lease site 20E ("Leased Premises")at Fort Worth Spinks Airport("Airport").
B. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deed of
Trust on the Leased Premises in favor of the Lender.
NOW, THEREFORE,Lessor, Lessee and the Lender hereby agree as follows:
1. The statements set forth in the recitals above are true and correct and form the basis upon
which Lessor, Lessee and the Lender have entered into this Agreement. The Lease is a
public documents on file in Lessor's City Secretary's Office and are incorporated herein
by reference for all purposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the Deed
of Trust. Lessor does not adopt, ratify or approve of any of the particular provisions of
the Deed of Trust and does not grant any right, privilege or use to Lessee, Lender, or any
successor in interest pursuant to the Deed of Trust that is different from or more
extensive than any right, privilege or use granted to Lessee under the Lease.
Notwithstanding anything contrary in the Deed of Trust, Lessee and the Lender
acknowledge, understand and agree that Lessee and the Lender do not have any right to
convey any interests in the Leased Premises greater than those granted specifically by the
Lease. Lessee and the Lender further acknowledge, understand and agree that Lessor retains the
mineral interest and the right to develop such interest. In the event of any conflict between
the Deed of Trust and the Lease,the Lease shall control in all respects as to Lessor and as
to Lessee's and the Lender's obligations to Lessor established by the Lease and/or this
Agreement In the event of any conflict between the Deed of Trust and this Agreement,
this Agreement shall control. In the event of any conflict between this Agreement and
the Lease, the Lease shall control.
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties Vf,LLC OFFICIAL RECORD
Pagel of 8 CITY SECRETARY
W0RTHo
__'t
Y.�.�
3. In the event that Lessor is required by the Lease to provide any kind of written notice to
Lessee with regard to the Leased Premises, including notice of breach or default by
Lessee, Lessor shall also provide a copy of such written notice to the Lender. Lessor
agrees that(i)the Lender may perform any of the obligations or requirements imposed on
Lessee by the Lease in order to avoid a breach or default under the Lease by Lessee and
(ii) Lessor will accept the Lender's performance the same as if Lessee had performed
such obligations or requirements.
4. Lessor agrees and covenants that it will not exercise any rights it may have under the
Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased
Premises unless it first has provided the Lender with written notice of its intent to
exercise such any such right. The Lender shall have ten (10) calendar days from the date
it receives such notice to cure any monetary default under the Lease and thirty (30)
calendar days from the date it receives such notice to cure any other default under the
Lease to Lessor's reasonable satisfaction in order to avoid such cancellation,
termination or surrender; provided, however, that if the Lender, in good faith and after
diligent and continuous efforts to remedy any non-monetary default under the Lease,
cannot cure such default within thirty (30) calendar days, it shall notify Lessor in writing
and Lessor and the Lender shall negotiate in good faith a reasonable amount of additional
time to cure such default.
5. Lessee agrees that it will not request or consent to any future modifications, amendments
or assignments of the Lease without first receiving the Lender's written consent thereto
and providing a copy of such written consent to Lessor. Lessee understands and agrees
that any such consent granted by Lessor without Lender's advance written consent shall
be void and specifically releases, holds harmless and agrees to indemnify Lessor for any
damages that may arise as a result of any such consent.
6. As long as such does not conflict with Lessor's rights under the Lease, Lessor consents to
the exercise by the Lender of any and all rights and remedies permitted under the Deed of
Trust (including judicial and/or non judicial foreclosure on the Leased Premises), and to
the exercise of such additional legal and equitable rights and remedies as may be
available to Lender, if an Event of Default occurs under the Deed of Trust. In the evert
that Lender undertakes to enforce its rights to any collateral granted by the Deed of Trust
on account of default by Lessee under the Deed of Trust, Lessor will cooperate with the
Lender in its efforts to assemble and/or remove any personal property of Lessee on the
Premises. The Lender hereby agrees to repair any damages at or to the Airport,
including the Leased Premises, caused by or incident to such removal.
7. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and
covenants that it will endorse all insurance policies required by the Lease to name both
Lessor and the Lender as additional insureds and to cover all public risks related to the
leasing, use, occupancy, maintenance, existence or location of the Leased Premises.
Notwithstanding anything to the contrary in the Deed of Trust, the Lender hereby agrees
and covenants that any and all proceeds payable under the terms of such insurance
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties Vi,LLC
Page 2 of 8
policies shall first be applied to cover the replacement of all facilities and improvements
on the Leased Premises and to satisfy fully the terms and conditions of the Lease.
Payment of such proceeds shall apply secondarily to secure any of Lessee's indebtedness
to the Lender.
8. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available to it
under the Lease, at law or in equity in order to protect its interests, including, but not
limited to, cancellation of Lessee's interest as provided by the Lease and in accordance
with this Agreement.
9. The Lender agrees that it promptly will notify Lessor in writing when the Lender has
released its rights under the Deed of Trust. This Agreement will automatically terminate
on the earlier of(i) the date as of which the Lender releases such rights or (ii) the date
upon which the Lease expire or are terminated.
10. If the Lender forecloses on the Leased Premises as a result of exercising its rights under
the Deed of Trust, the Lender may become the owner of all of Lessee's rights under the
Lease, without Lessor's further action or consent. However, if the Lender desires to sell
or otherwise transfer its leasehold interest in the Leased Premises to a third party (either
at or after foreclosure), the Lender must obtain the Lessor's written consent to and
approval of the purchaser. Such consent and approval will not be unreasonably
withheld, conditioned or delayed. Nothing in this Agreement is intended to prohibit the
Lender from assigning the liens and security interests created by the Deed of Trust to
another financial institution with Lessor's prior written consent, which such consent will
not be unreasonably withheld,conditioned, or delayed.
11. Notices to the Lender required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when(i)hand-delivered to the Lender, its
agents, employees, servants or representatives, or (ii) deposited in the United States Mail,
certified, return receipt requested, addressed as follows:
Wilmington Savings Fund Society,FSB
500 Delaware Avenue
Wilmington, DE 19801
Attn: Sean Holden,Vice President
With a copy to:
Hogan+McDaniel
1311 Delaware Avenue
Wilmington, DE 19806
Attn: Garvan F. McDaniel, Esq.
12. The parties hereto understand and agree that upon expiration or termination of the Lease,
all structures, improvements and fixtures on the Leased Premises, and any items
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties Vi,LLC
Page 3 of 8
permanently attached to any such structure, fixture or improvement, will become the sole
property of Lessor, free and clear of all liens, including the Deed of Trust, except for
improvements of a non-permanent nature, all trade fixtures, machinery, furnishings and
other items may specifically be removed from the Leased Premises in accordance with
the Lease. In the event that the Lease expires or is terminated, Lessee and the Lender
covenant and agree that nothing herein shall obligate Lessor to assume in any way
Lessee's indebtedness to the Lender.
13. Estoppel.
a. The documents referred to above as comprising the Lease are the only documents
which constitute the Lease, and the Lease is in full force and effect and has not
been modified, changed, altered or amended in any respect.
b. The Lease is the only agreement between the City and Lessee relating to the
Lease at Fort Worth Spinks Airport and, together with the minimum standards
and other general regulations that may apply to the lessee under the Lease, contain
the entire agreement and understanding of the City and Lessee with respect
thereto. Lessee is the current holder of the leasehold interest in the premises
under the Lease.
C. To the best knowledge of the City, no monetary or non-monetary default by
Existing Tenant or Lessee presently exists under the Lease and no state of facts
exist which with the passage of time or giving of notice, or both, would constitute
a default by the Existing Tenant or Lessee under the Lease.
d. To the best knowledge of the City, no monetary or non-monetary default by the
City presently exists under the Lease and no state of facts exist which with the
passage of time or giving of notice, or both,would constitute a default by the City
under the Lease.
e. The City has not taken, and does not currently anticipate taking any action to, or
that would,terminate the Lease.
f. All improvements, facilities, work and alterations required to be furnished by the
Existing Tenant under the Lease have been satisfactorily constructed.
g. Existing Tenant is current in the payment of any and all rent and any other
charges required to be paid by Existing Tenant under the Lease.
h. There are no escrows or other deposits from Existing Tenant held by the City
pursuant to the Lease.
i. Pursuant to the Lease,the Initial Term of the Lease expires on December 31, 2056
at 11:59 PM.
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties VI,LLC
Page 4 of 8
14. The provisions of this Agreement shall be self-operative and effective without the
execution of any further instruments on the part of any parry hereto.
15. Lessor understands and agrees that this Agreement is for the benefit of the Lender, that
the Lender relied upon this Consent to Leasehold Deed of Trust and Estoppel in making
its decision to make the Loan to Lessee and that the Lender would not make the Loan
absent Lessor's execution and delivery of this Agreement. Notwithstanding anything
contained herein to the contrary, Sections 2, 6 and 10 of this Agreement are subject to the
City Council of the City of Fort Worth, Texas authorizing the City Manager to execute a
consent to the execution by Lessee of a Leasehold Deed of Trust on the Leased Premises
(the "Deed of Trust") in favor of the Lender as part of the financing of the transaction
(the "Loan").
16. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor's City Council. Lessee
and the Lender covenant and agree that they will not amend the Deed of Trust, or assign
any rights and/or obligations thereunder, without the prior written consent of Lessor.
17. This Agreement shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Agreement shall lie in state
courts located in Tarrant County, Texas or in the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor,
Lessee and the Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is hereby declared null and void to the
extent in conflict with this Agreement.
19. The person signing this Agreement hereby warrants that he/she has the legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the
entity. The other party is fully entitled to rely on this warranty and representation in
entering into this Agreement.
[Signature Pages Follow]
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties Vi,LLC
Page 5 of 8
IN WITNESS " "HEREOF, the parties hereto have executed this Agreement in
multiples on this the '!� day of December, 2016.
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date: l2/Z qA6
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, 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.
%IVEN UNDER MY HAND AND SEAL OF OFFICE,this_ '�'E%fir, day of
2016. ,
TRIKINYA L JOHNSON
e---
;�; Notary Public,State of Texas Notary Pu' is in and for the State of Texas
Comm. Expires 04-17-2018 ✓f
Notary ID 1238832 0
APPROVED AS TO FORM ATTEST:
AND LEGALITY
A
Paige Mebane ary J. se
Assistant CityyvAttorney City Secretary
M&C: t�''���IotrtO� A FORT
Date Approved:
Form 1 Zq5 : A01(0- 1311'a Cbwmn+-�
'farm 1245. AO 1-7 - IQ8 SMS �WSFS &LW r.)
"AS
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties V1,LLC OFFICIAL,RECORD
Page 6 of 8 CITY SECRETARY
FT.WORTH,TX
LESSEE: ATTEST:
DUATOfTROPERTIES VI,LLC
By: piargo
By:
Date: Qj Z--()
STATE OF DELAWARE §
COUNTY OF NEW CASTLE §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Delaware, on this day personally appeared Kevin M. Wargo, Manager of Dumont Group
Properties VI, LLC, a Delaware limited liability company, 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 Dumont Group Properties VI, LLC and that he executed the same as the act of Dumont
Group Properties VI, LLC for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL F OFFICE, this day of_�_
--, 2016. %%11"14.Q .16
aqyyt S
Notary Public in and for the State of Dila ,
lr411
AMBER MARIE MARTIN
NOTARY PUBLIC
STATE OF DELAWARE
My Commission Expires Juy 9,2017
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties VI,LLC
Page 7 of 8
LENDER: ATTEST:
WILNUNGTON SAVINGS FUND SOCIETY,
FSB
By: By:
Printed Natne:fl5m I b l A)
Title: Urce P�Ps; n-1
Date:
STATE OF SRI aw ar §
COUNTY OF A_ Nei CoiSfU §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared �XcLN 401clog , of
Wilmington Savings Fund Society, FSB, a federal savings bank, 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 Wilmington Savings.Fund Society,FSB and that he/she executed the same as the
act of Wilmington Savings Fund Society, FSB for the purposes and consideration therein
expressed and in the capacity therein.stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,this 30 day of
D4('f_m bie $12016.
V�IJ�
Notary Public in and ha the State of Texas
WRIi'IivE LEE ROETHEL
Pur STATE OF DELAWARE
1 MM186jdN EXPIRES MAY 5,2018
Consent to Deed of Trust Upon Leasehold
in favor of Dumont Group Properties V1,LLC
Page 8 of 8
MARY LOUISE GARCIA ,� N.,
,. Tr`•.
COUNTY CLERK • {
r 100 West Weatherford Fort Worth,TX 76196-0401
••"`" PHONE (817) 884-1195
CITY OF FORT WORTH
AYA EALY
4201 N MAIN STREET
FT WORTH, TX 76104
Submitter: CITY OF FORT WORTH
AVIATION DEPARTMENT
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 6/23/2017 1:53 PM
Instrument#: D217143342
OPR 9 PGS $44.00
By:
D217143342
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/6/2017
DATE: Tuesday, June 6, 2017 REFERENCE NO.: **C-28263
LOG NAME: 55FWS DUMONTCONSENTDEEDOFTRUST
SUBJECT:
Ratify Consent to Leasehold Deed of Trust to Facilitate a New Hangar and Ground Lease Agreement for
Lease Site 20E with Dumont Group Properties VI, LLC, at Fort Worth Spinks Airport (COUNCIL DISTRICT
6)
RECOMMENDATION:
It is recommended that the City Council ratify a Consent to Leasehold Deed of Trust to facilitate a new
Hangar and Ground Lease Agreement for lease site 20E with Dumont Group Properties, VI, LLC, at Fort
Worth Spinks Airport.
DISCUSSION:
On or about December 13, 2016, by Mayor and Council Communication (M&C C-28043), City Council
approved City Secretary Contract No. 48506, a Hangar and Ground Lease Agreement with Dumont Group
Properties, VI, LLC (Dumont), for Lease Site 20E, at Fort Worth Spinks Airport.
Dumont's lender requested a deed of trust on its leasehold interest on or about December 17, 2016 and
on December 29, 2016 the City of Fort Worth (City) executed a Consent to Leasehold Deed of Trust with
Dumont for Lease Site 20E to facilitate property closing that was scheduled for January 1, 2017.
The Consent to Leasehold Deed of Trust will grant Dumont's lender, Wilmington Savings Fund Society
(WSFS Bank), the right, subject to the previous lien, to operate as Lessee or secure another tenant in
place of Dumont, if previously approved by the City Council, in the event Dumont defaults on its loan or its
lease with the City of Fort Worth. The Lease Agreement prohibits Dumont from making any assignment of
the lease or causing a lien to be made on improvements constructed on the leased premises without City
Council approval. This type of transaction is routine for airport tenants and Staff has no objection to
Dumont's request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 6.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that this action will have no effect on the $42,858.45 in annual revenue
generated from this lease. Revenues associated with these Agreements will be included in the upcoming
fiscal year's budget and the Aviation Department is responsible for the collection and deposit of funds.
Logname: 55FWS DUMONTCONSENTDEEDOFTRUST Page 1 of 2
ruNL) IDENTIFIERS WIN):
TO
r
und Department ccoun Project Program ctivity Budget Reference # �mou_nl
ID ID Year (Chartfield 2)
FROM
Fund Department ccoun Project JProgram ctivity BudgetT Reference # �mounl
ID ID Year Chartfield 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: Anne Marie-Stowe (5415)
ATTACHMENTS
1. 55FWS DUMONTCONSENTDEEDOFTRUST MAP.pdf (Public)
2. Form 1295 Dumont Group.pdf (Public)
3. Form 1295 WSFS Bank.pdf (Public)
Logname: 55FWS DUMONTCONSENTDEEDOFTRUST Page 2 of 2
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.
4
• Lv
AA4,Y
Name of Employee/Signatu e
Z6W&
Title
/This form is N/A as No City Funds are as ated with this Contract
AW-17An?SS dae
Printed Name Signature
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE Ubr-uiML i
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-198388
WSFS Bank
Wilmington, DE United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/26/2017
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
48506
Leasehold Mortgage
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
WSFS Bank Wilmington, DE United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT _^ I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
ignature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
�-0 � �,
Sworn to and subscribed before me,by the said _AA (J YX�� this the day of
261 — ,to certify which,witness my hand and seal of office.
ff ALICIA MICHELE COMPTON
NOTARY PUBLIC,STATE OF DELAWARE
MY COMMISSION[r:KP;RF-,9"AY -tI
Si tore of officer administ ring o Printed name of officer administering oath Title o officer administering oath
Forms provided by Texas Ethic ommission www.ethics.state.tx.us Version V1.0.883
CERTIFICATE OF INTERESTED PARTIES FORM 1295
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nus. 1.2,3.5.and 6 if there are no interested p.ania . CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
2016-131612
Dumont Group Properties VI,LLC
New Castle. DE United States Date Filed.
2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/0112016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Lease Site 20E
Aircraft paint and maintenance
d
Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Bell Nitnnally&Martin Dallas, TX United States X
Martin Law Firm, LLC Wilmington,DE United States X
Martin,Amber Wiimington, DE United States X
Dumont Group New Castle, DE United States X
Wargo, Kevin Wilmington, DE United States X
Piraino, Daniel Wilmington, DE United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT l swear,or affirm undl r penalty of perjury,that the above disclosure is true and correct.
AMBER MARIE MARTIN
NOTARY PUBLIC
SATE OF DELAWARE
My Com> FxWes J�9.2017 ig r pili gent of contracting business entity
APF;k WTARY STAMP 1 SEAL ABOVE 1 ' {
V b '
3vu9m t+b and-st�rserib�orme..by the said this the day of II,, �''�
2:1_f�.'to certi� VIMfitness m and seal of office.
NAN
ignature of officer administering path Printed naive of Dfficer adminrstenng oath Title of officer administering o
onrrs provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277