HomeMy WebLinkAboutContract 37288-CD2�.�._t.�,:
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CONSENT TO LEASEHOLD DEED OF TRUST
FORT WORTH MEACHAli�I INTERNATIONAL AIRPORT
LEASE AGREEMENTS
LEASE SITE 3W
This CONSENT TO L E A S E H O L D DEED OF TRUST ("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; Sitka Aviation,
LLC ("Lessee"), a Texas limited liability company, and Ciera Bank ("L e n d e r"), a S t a t e
bank.
The following introductory provisions are h�ue and correct and form the basis of this Consent:
A. On May 13, 2008 (M&C C-22805) City Council authorized Lessor entering into that
certain Unimproved Ground Lease Agreement and Associated Mandatory Improvements (CSC
No. 37288) with WTW Properties, Inc., dated July 7, 2008, as amended by that certain Amendment
No. 1 City Secretaiy Contract No. 37288 dated April 25, 2017 (collectively, the "Lease"), for the
lease and use of real property known as Lease Site 3 W and any improvements and facilities thereon
("Leased Premises") at Fort Worth Meacham International Airport ("Airport");
B. On Septetnber 25, 2017, City Council authorized Lessor to enter into CSC 37288 CA-1 a
Consent to Assignment between WTW Properties, Inc. (WTW) and Tactical Aviation Services,
LLC (Tactical) thereby assigning all WTW's remaining right, title and interest in the Leased
Premises;
C. On September 25, 2017, City Council also authorized Lessor to enter into CSC 37288 CD-
1 consenting to a Leasehold Deed of Trust between Tactical and BOICF, NA DBA Bank of Texas
(Tactical's Lender);
D. On February 12, 2021, Tactical notified Lessor's Staff of its desire to sell its leasehold
interest in the Lease to Lessee, pending City Council approval and Release of Lien by Tactical's
Lendei;
E. On April 6, 2021 City Council approved the execution of a consent agreement between the
City, Tactical and Lessee for the assignment of the Lease fi�om Tactical to Lessee and approved
the execution of this Agreement th1•ough M&C 21-0152;
F. Lessee and the Lender now desire Lessor to consent to the execution by Lessee of the
Leasehold Deed of Trust on the Leased Premises in favor of the Lender.
Sitka Aviation, LLC
Deed of Trust Upon Lien hold
In favor of Ciera Bank
Page ] of 8
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NOW, THEREFORE, Lessor, Lessee and the Lender hereby agree as follows:
1. The statements set foi�th 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 will
be a public document on file in Lessor's City Secretaiy's Office and is incorporated herein
by reference for all puiposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the Deed
of Ttust, 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 to the 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 Lendei• further acicnowledge, 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 Tiust 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.
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 wi•itten notice to the Lender. Lessoi•
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 ifLessee 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 sun�ender 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 monetaiy 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 sun�ender; provided, however, that i f the Lender, in good faith and afteY•
diligent and continuous effoi�ts 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
Sitka Aviation, LLC
Deed of Trust Upon Lien hold
in favor of Ciera Bank
Page 2 of 8
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 event that Lender under-takes 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 Agt•eement, 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 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 expires or is 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 (eithei• 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,
Sitka Aviation, LLC
Deed of Trust Upon Lien hold
In favor of Ciera Bank
Page 3 of 8
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 repi•esentatives, or (ii) deposited in the United States
Mail, certi�ied, return receipt requested, addressed as follows:
Ciera Bank
1501 Summit Ave
Fort Worth TX 76102
12. The parties hereto understand and agree that upon expiration or termination of the Lease,
all permanent structures, improvements and fixtures on the Leased Premises, and any
items 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.
Improvements of a non-permanent nature, all trade fixtures, machineiy, furnishings and
other non-permanent 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. Estoqpel.
a. The document c•eferred to above as comprising of the Lease is the only document
which constitute the Lease, and the Lease is in full fot•ce 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 Meacham International 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 undeistanding 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 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.
d. The City has not talcen, and does not currently anticipate taking any action to, or
that would, terminate the Lease.
Sitka Aviation, LLC
Deed of Trust Upon Lien hold
in favor of Ciera Bank
Page 4 of 8
e. Pursuant to the Lease, the Initial Term of the Lease expires on September 30, 2038
at 11:59 PM. Lessee has a right to extend the term of the Lease for two (2)
additional successive term of five (5) years each (a "Renewal" Term).
14. The provisions of this Agreement shall be self-operative and effective without the
execution of any further instruments on the part of any party hereto.
15. Lessor undeistands 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 deliveiy of this Agreement.
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;
provided, however, Lender may assign the Deed of Trust and the obligations secured
thereunder to an affiliate of Lender without Lessor's consent but Lender must notify
Lessor of such assignment.
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 wat•ranty and representation in entering into
this Agreement.
[Signature Pages Follow]
Sitka Aviation, LLC
Deed ofTrust Upon Lien hold
In favor of Ciera Bank
Page 5 of 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the i`�' F� day of ��� ���T?��, 2021.
CITY OF FORT WORTH:
By: _ ���� �,�_.
Fernando Costa
Assistant City Manager
Date: �¢�/S�2a,2/
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BEFORE ME, the undersigned authority, a Notaiy 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 acicnowledged 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.
GIVEN LINDER MY HAND AND SEAL OF OFFICE, this J` day of �
, 2021, ,
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APPROVED AS TO FORM
AND LEG
By:
1'�'iomas Royce Harisen
Assistant City Attorney
M&C: 21-0152
Date Approved: 04/06/2021
Form 1295: N/A
Sitka Aviation, LLC
Deed of Trust Upon Lien hold
in favor of Ciera Bank
Page 6 of 8
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ATTEST:
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Notary Public in and for the State of Texas
Contract Compliance Manager:
By signing, I acknowledge that I am the pei•son responsible foi• the monitoring and administration of this
contract, includin uring all �erformance and reporting requirements.
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Bar r� Goodwin `��
Real Property Manager
LESSEE:
Sitka Aviatp , LLC '�%
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By: � �-� � / � � � , <�1:
Robert Petrie
Date: `� � �S � �
STATE OF TEXAS
COUNTY OF TARRANT
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Robert Petrie known to me to be the person whose name is
subscribed to the foregoing instrument, and acicnowledged to me that the same was the act of Sitka
Aviation, LLC and that he executed the same as the act of Sitka Aviation, LLC for the purposes
and consideration therein expressed and in the capacity therein stated.
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GIVEN UNDER MY HAND AND SEAL OF OFFICE, this i3
��ri 1 , 2021.
Sitka Aviation, LLC
Deed of Trust Upon Lien hold
In favor of Ciera Bank
Page 7 of 8
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LENDER:
CIERA BANK
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By: �-�(.�� Yl%��-`--
Steve Hockman
Date: �`�!- 1. � •a�� � \
STATE OF TEXAS
COUNTY OF TARRANT
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ATTEST:
By:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Steve Hockman known to me to be the person whose name is
subscribed to the foregoing instrument, and acicnowledged to me that the same was the act of Ciera
Banlc and that he executed the same as the act of Ciera Bank for the puiposes and consideration
therein expressed and, in the capacity, therein stated.
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GIVEN LINDER MY HAND AND SEAL OF OFFICE, this � 3* day of
'�ri I ,2021.
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Sitka Aviation, LLC
Deed ofTrust Upon Lien hold
in favor of Ciera Bank
Page 8 of 8
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Notary Public in and for the State of Texas
CITY COUNCIL AGENDA
Official site oF the City of Fort Worth, Texas
FORT ��'ORTN
_�__
DATE: 4/6/2021 REFERENCE**M&C 21- LOG 55FTW CONSENTASSIGNMENT GRND
NO.: 0252 NAME: LEASE 3W, SITKA AVIATION
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2) Authorize Execution of a Consent to Assignment of a Ground Lease Agreement
for Lease Site 3W by Tactical Aviation Services, LLC to Sitka Aviation, LLC and a
Consent to Leasehold Deed of Trust with Sitka Aviation, LLC and Ciera Bank for the
Purpose of Financing the Purchase of Improvements on Lease Site 3W, Located at Fort
Worth Meacham International Airport
RECOMMENDATION:
It is recommended that the City Council:
�
2.
Authorize the execution of a Consent to Assignment of a Ground Lease Agreement for Lease
Site 3W by Tactical Aviation Services, LLC to Sitka Aviation, LLC at Fort Worth Meacham
International Airport; and
Authorize the execution of a Consent to Leasehold Deed of Trust with Sitka Aviation, LLC and
Ciera Bank for the purpose of financing the purchase of improvements on Lease Site 3W,
located at Fort Worth Meacham International Airport.
DISCUSSION:
On May 13, 2008, through Mayor and Council Communication (M&C) C-22805 City Council authorized
Lessor to execute an unimproved Ground Lease Agreement and associated mandatory improvements
City Secretary Contract (CSC) 37288 with WTW Properties, Inc., dated July 7, 2008, as amended
by Amendment No. 1 CSC 37288 A-1 dated April 25, 2017, (collectively referred to as Lease), for the
lease and use of real property known as Lease Site 3W and any improvements and facilities thereon
(Leased Premises) at Fort Worth Meacham International Airport (Airport).
On September 25, 2017, through Mayor and Council Communication (M&C) C-28382 City Council
authorized Lessor to enter into CSC 37288 CA-1 a Consent to Assignment between WTW Properties,
Inc. and Tactical Aviation Services, LLC. (Tactical Aviation) thereby assigning all WTW Properties,
Inc.'s remaining right, title, and interest in the Leased Premises to Tactical Aviation. Additionally, City
Council authorized CSC 37288 CD-1, a Consent to Leasehold Deed of Trust between Tactical Aviation
and BOKF, NA Bank of Texas (Bank of Texas), which granted Bank of Texas the right, subject to the
previous lien, to operate as Lessee or secure tenant in place of Tactical Aviation in the event Tactical
Aviation defaults on the loan or the lease with the City of Fort Worth.
On or about February 12, 2021, Tactical Aviation notified the Aviation Department of a request for a
Consent to Assignment of the lease to Sitka Aviation, LLC (Sitka Aviation) due to a pending sale of its
leasehold interest. The lease consists of 25,266 square feet of ground space with a 11,986 square
foot hangar facility. The lease will expire on September 30, 2038, with two consecutive options to
renew for two additional successive terms of five years each. Upon execution of the Consent to
Assignment, the loan between Tactical Aviation and Bank of Texas will be paid in full and Bank of
Texas will release the lien on Lease Site 3W.
Annual revenue from the lease is approximately $11,829.00 payable in monthly installments of
$985.75. Rental rates shall be subject to an increase on October 1st of any given year, based on the
upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan area.
At no time will the adjusted rate exceed the rate that is currently in the Schedule of Rates and
Charges. Five-year rate adjustments will be applied to the ground rate starting on October 1, 2023,
and every fifth year thereafter.
The Consent to Leasehold Deed of Trust will grant Sitka Aviation's lender, Ciera Bank, the right,
subject to the previous lien, to operate as Lessee or secure another tenant in place of Sitka Aviation, if
previously approved by City Council, in the event Sitka Aviation defaults on the loan or the lease with
the City of Fort Worth. The Ground Lease Agreement prohibits Sitka Aviation 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 Sitka Aviation's request.
Fort Worth Meacham International Airport is located in Council District 2.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
Fund
Fund
Department
ID
Department
ID
Account
Account
Project Program Activity BudgE
�� Year
Project ( Program
ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Activity I Budget
Year
Fernando Costa (6122)
Roger Venables (6334)
Reference
Chartfield
Reference #
Chartfield 2'
Amount
Amount
LOCATION MAP OF 3W.pdf
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April 13, 2021
Kim L. Hanlon, Escrow Officer
Fidelity National Title
Anderson & Riddle Group, P.L.L.C.
1604 8th Avenue
Fort Worth, Texas 76104
FORTWORTH
AVIATION
AI.LlANCE • MEACHAM • SPINKS
Re: Lease Site 3W — Sitka Aviation and Tactical Aviation Services -Consent to Leasehold Deed of Trust
To Whom It May Concern:
Enclosed herewith, please find the Consent to Leasehold Deed of Trust Agreement between the City of
Fort Worth, Sitka Aviation and Ciera Bank for the Lease Site 3W at Fort Worth Meacham International
Airport.
The City of Fort Worth requests a copy of the release of lien from Tactical Aviation Services' (seller)
lender, Bank of Texas, to be delivered to the City of Fort Worth.
Delivery Mailing Address:
Barbara Goodwin, Real Property Manager
City of Fort Worth Aviation Department
201 American Concourse, Suite 330
Fort Worth, TX 76106
Electronic Mail Delivery: Barbara.goodwin@fortworthtexas.�ov
Please contact Barbara Goodwin at 817-392-5415 or Royce Hansen at 817-392-7553 with any questions
regarding this letter.
Regards,
���
Barbara Goodwin
Real Property Manager
201 AMERICAN CONCOURSE, SUITE 330 . FORT WORTH, TEXAS 76106 . 817.392.5400