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CONTRACT NO, ^
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 38573
(GROUND LEASE AGREEMENT—LEASE SITE 4S)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
38573 ("Consent") is made and entered into by and between the CITY OD7FORT WORTH,
TEXAS /^^lLes8or''\, aTeXae home rule nouoioipR\ corporation, acting by and through Fernando
Costa, its duly authorized Assistant City Manager; WOKyK»AR0` AVIATION HOLDINGS,
LTD. (^^Asmigowc" or "Lessee"), uTexus limited partnership, of which Woodard Group, L.l.C` is
its (}eunoa| Partner, acting by and through CARL D. WOODAD0D, its duly authorized General
pudoor; and 1[/kC7[DCAL AVIATION SERVICES, ]L%~C ("Assignee"), n Texas limited
liability company, acting by and through THOMAS TREJO, its duly authorized Manager.
RECITALS:
The following introductory provisions are true and correct and fboo the basis of this
Cuontut:
A. On or about January 13, 2009 (M&C C-23272), Lessor and l.esuoc entered into City
Secretary Contract ("CSC")No. 38573, a lease of real property consisting of 454,400 square feet of
ground space m1 Fort Worth Moaobunu lutrnuodnual Airport ("Airport") kuovvo as Ix:4sn Site 48
("Leased Premises"). The I.casc is apub|ic document on fi|c in|[cusor`o City,Secretary's Office.
B. CSC No. 38573 included u tract of land, also known as Tract Two, equal to 100,766
square feet of ground space that was to have had Mandatory |cnpr0vcnlcntS completed in
accordance with the time frames, milestones, specifications and other conditions os set forth in
the Lease. These requirements were not met and under the provisions ofthe Lease this tract was
removed from the Leased Premises.
C. By the execution of this Assignment, Tract Two will not be acquired nor will any interest
be acquired for it. Based on the rcrnovu| of this tract, I.c4sc Site 4S now consists of 353,634
square feet of ground space.
D. I.csscc now wishes to assign all of Lessee's ronouiu|n& right, title and interest in the
Leased Premises to Assignee; Assignee wishes to accept such assignment; and Lessor is willing
to consent to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
v/biob are hc/ohy acknowledged, Lessor, Assignor and /\sxigucu agree as follows:
1. I.00soc hereby consents to an assignment by Assignor to Assignee of all its remaining
right, title and interest in the Leased Premises granted to Lessee by the [.muse (the
Consent m Assignment of CSC No.38573
by Woodard Aviation Holdings Ltd.
\o Tactical Aviation Scmi000 LLC
Page iof5 OFFICIAL RECORD
�CITY SECRETARY
1-7, WORTNt TX
"Assignment"), effective as of the last date that Lessor, Assignor and Assignee have executed
this Consent ("Effective Date")," The Lease is incorporated herein by reference for all purposes.
The Assignment, dated as of
2013, is a public document on
file in Lessor's City Secretary's Office and Aviation Department and is incorporated herein by
reference for all purposes.
2. Lessor does not adopt, ratify or approve any of the particular provisions of the
Assignment and does not grant any remaining right, privilege or use to Assignee which is
different from or more extensive than any right, privilege or use granted to Lessee by the Lease.
In the event of any conflict between the Lease and the Assignment, the Lease shall control. In
the event of any conflict between this Consent and the Assignment, this Consent shall control.
3. Lessor consents to the Assignment expressly upon the promise and covenant by
Assignee, and Assignee hereby promises and covenants to Lessor, that as of the Effective Date
Assignee will faithfully perform, as an independent contractor, all duties and obligations of
Lessee set forth in the Lease.
4. Assignor understands and agrees that Assignor will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignor, its officers, agents, servants, employees or subcontractors.
5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors.
6. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
7. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent 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 Consent.
Consent to Assignment of CSC No. 38573
by Woodard Aviation Holdings Ltd.
to Tactical Aviation Services LLC
Page 2 of 5
IN WITNESS W
J,!REOF, the parties hereto have executed this Agreement in multiples
on this the.25A day of 2013.
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: X.
STATE OF TEXAS §
COUNTY OF TARRANT §
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.
ER _MY HAND_ AND SEAL OF OFFICE this co I day
2013.
EVONIA DOOR$
Slalq'�'Cf TexcaS N,(ry Public in and for the State of Texas
-nr iii c�xoes
NMY c�o� ' ,qi(."�
ju�,e 2017
AP FORM ATTEST:
AND LEGALITY:
By:
By.
Charlene Sanders �Mai
y J. Kayser
Assistant City Attorney City Secretary
FO
M&C: A.
• 0
Date: 0G, ac) 1
N,J
Consent to Assignment of CSC No.38573
by Woodard Aviation Holdings Ltd.
to Tactical Aviation Services LLC
Page 3 of 5
('0FICIAL RECORD
MIT SECRETAMY
Fr. WO RTHo TX
ASSIGNOR: ATTEST:
WOODARD AVIATION HOLDINGS, LTD.
By: By:
Carl D. Woodard
General Partner
Date: /Cl'— / '7- 'ZV/J'
STATE OF TEXAS §
COUNTY 0 F §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Carl D. Woodard, 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
Woodard Aviation.Holdings, Ltd., and that he executed the same as the act of Woodard Aviation
Holdings, Ltd., fo.r the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
72013.
Notary Public in and for the State of Texas
:A
A L ZALD:E
S
Notary Public,state of Texas]
of T
MY Commission Expires
t' s 9 0
August 29, 2017
Consent to Assignment of CSC No. 38573
by Woodard Aviation Holdings Ltd.
to Tactical Aviation Services LLC
Page 4 of 5
EXHIBIT "A"
3606kWGODARD-TACTICAL LEASE ASG-V[-[.DC)CX
AFTER RECORDING RETURN TO:
CAPITAL TiTLF,OF TEXAS,L.L.C.
Attention: Michelle Neill
1518 Legacy Drive
Suite 280
Frisco,Texas 75034
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM
ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
ASSIGNMENT OF GROUND LEASE AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
That this ASSIGNMENT OF GROUND LEASE AGREEMENT (herein referred to as the
"Assignment"), is made by and between WOODARD AVIATION HOLDINGS,LTD.,a Texas limited
partnership(herein referred to as"Assignor"),and TACTICAL AVIATION SERVICES,LLC,a Texas
limited liability company(herein referred to as"Assignee').
PREMISES:
WHEREAS, Assignor is the lessee under that certain Fort Worth Meacham International Airport
Ground Lease Agreement(herein referred to as the "Ground Lease"), dated May 14, 2009, executed by
and between City of Fort Worth(herein referred to as the"CLty"),as lessor,and Assignor,as lessee,that
currently encumbers only that portion of that certain real property identified in the Ground Lease as Lease
4S Tract One, consisting of approximately 8.031 acres of land, and Lease 4S Tract One-A, consisting of
approximately 0.088 acre of land, each of which are more particularly described in Exhibit A attached
hereto and incorporated herein by this reference(herein collectively referred to as the"Lease Site 4S");
WHEREAS, the Ground Lease originally included an additional tract of approximately 2.313
acres of land and identified as Lease 4S Tract Two, however, Assignee acknowledges by its execution of
this Assignment that Lease 4S Tract Two is not a part of this Assignment and that Assignee will not
acquire any interest of any kind in and to Lease 4S Tract Two;
WHEREAS, Assignor and Assignee have executed that certain Contract of Sale (Leasehold
Estate)(herein referred to as the"Sales Contract"),dated September 25_,2013,regarding the Assignee's
purchase of Assignor's leasehold estate in and to the Ground Lease and the improvements located on the
Lease Site 4S(herein collectively referred to as the"Leasehold Estate");and
ASSIGNMENT OF GROUND LEASE AGREE -Pago I
EXHIBIT "All
WHEREAS, in order to effect the sale of the Leasehold Estate pursuant to the Sales Contract' |
Assignee desires that Assignor relinquish and assign to As igneumUofAooi@mo/nzight, 6deuudintummt
Assignor has in and to the Ground Lease relating to Lease Site 4S and that Assignor desires that Assignee
ockmaindAe acceptance of such assignment and Aoui8ueu'x agreement to assume all conditions, !
covenants and obligations of the lessee under the Ground Lease(o the extent related tn Lease Site 4Sand
the Leasehold Estate.
AGREEMENT: /
(
NOW, THEREFORE, |n consideration of the foregoing premises, the promises and conditions
provided herein, and other good and vo|ooh|e consideration, the receipt and sufficiency of which are
hereby acknowledged,the parties hereto agree um follows: |
1. ASSIGNMENT OF GROUND LEASE. &ooigm, hereby relinquishes uU d8ht, ddo and
interest inand to the Ground Lease,and hereby assigns,transfers and sets over wm Assignee said interest|u !
the Ground Lease, Lease Site 4S and the Leasehold Estate effective uouC the date hereof, and all rights,
requirements,emoluments and obligations of any nature arising therefrom.
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2. ASSUMPTION OF CONDITIONS, COVENANTS AND OBLIGATIONS. Aumigumn hereby !
accepts the assignment of the Ground Lease, to the extent related to the Leasehold Estate and Lease Site
45' and ugrrnm to carry out and pe6bnu all u[the conditions, covenants and o6l{8at|uuo of the |omseu as �
u1oVud in the Ground Lease and to assume all responsibilities tbornfbm:. Assignee does hereby agree to �
defend, indemnify and hold harmless Assignor, and Assignor's successors and assigns, from and against �
any and all Uohi||6ex' damages, uuuoeu nf action, expenses, reasonable attorneys' fees, claims and |000eo
incurred or suffered by Assignor by reason of the failure of Assignee to fulfill, perform and dixuhooOo
each and all of the Assignee's obligations under the Ground Lease from and after the date hereof
3. ENTM AGREEMENT. This Assignment contains the entire understanding between the
parties hon:tu 000*:noiog the subject matter contained heroin. There are no representations,agreements,
m000gamento, or understandings, orai or written, 6etvvoeo or among the parties ho,/go` relating to the
subject matter oy this Assignment,which are not fully expressed herein. (
4. FURTMER ACTS. Each party hereto agrees to perform any and all such further and
additional acts and execute and deliver any and all such further and additional instruments and documents
as may be reasonably necessary in order to carry out the provisions and offeo\nutn the intent of this i
|
Assignment.
5, MODIFICATION. Any modification of this Assignment shall be in writing and agreed to |
by all parties. '
6, AUTHORITY. Each party hereto represents and warrants that it has full authority to
execute the /\xoigomeo1 and bind to the Assignment its respective partners, trustees, henofixiudeo,
noma|nJeonun, din:otorm, uffioem, omp|oyoes, agents, advisors, nVumeyo, suocmxoom, mooi8oa and i
personal representatives.
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7, ` If any provision hereof iyheld tobe illegal, invalid, or unenforceable
under present Or future laws effective during the ten-n hereof,such provisions shall be duly severable;this
Assignment obu|l be construed and enforced as if such ||\egu|' invalid, or unenforceable provision had
never onmphocd a part hereof, and the poouu|oimg provisions hereof shall nnmoio in full force and effect
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and shall not be affected by the severance of the illegal,invalid,or unenforceable provision nrprovisions. /
ASSIGNMENT OF GROUND LEASE AMEWNT-Page 2
EXHIBIT "A"
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S. GOVERNING LAW AND VENUE. This Assignment shall bogoverned by and construed io '
accordance with the |owo of the State of Texas. The veonx of this Assignment ubnU be opeuiOou|\y
performable in Tarrant County,Texas. |
9. BREACH. 8bmuN any party breach any part of Ns Assignment, and litigation ensue,the /
purdun o8zeo that the prevailing party ohuU be entitled to its reasonable uttomeym` fees and costs in
i
prosecuting or defending its claims. |
10. BENEFIT. Except as otherwise provided herein, this Assignment shall be binding upon
and inure to the benefit of the parties hereto and their successors, assigns, legal representatives, heirs and
legatees.
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11. PARAGRAPH HEADINGS. All paragraph headings set forth in this Assignment are for �
purposes of |donhOmation and are intended for convenience on>y, and shall not control or affect the
meaning,construction or effect of this Assignment or any provision hereof,
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12' COUNTERPART EXECUTION. This Assignment may be executed in multiple
counterparts,each oy which shall be fully effective oounoriginal, for which together shall oonxdtvteocdy
one())instrument.
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[SIGNATURE OF THE pxRTzo$mm THE FOLLOWING rAG8m.]
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EXHIBIT "A"
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EXHIBIT A
LEGAL DESCREPTION OF LEASE SITE 4S
Tract One:
/
Being 8{Bl acres of land located in Block 2, Meacham AbpodmoAddkiontothmCityofFortWorth i
Tarrant County, Texas' according to the plat recorded in Cabinet A, Slide 244S of the Plat Records of �
Tarrant County, Texas, and said 8.03l acres also incorporating all oy the existing Lease I8 and 28' and '
pordonu of formerly uo}ouood unoua. Said 8.031 xcnoo of land being more particularly douud6ud by metes
and bounds oafollows:
Commencing o1 the most Easterly Southeast comer of said Block 2` Meacham Airport Addition, and said
point of commencing, being the intersection of the North ,ig|u'of-`*oy line ofyJTV30tb Street, and the �
West,)D6t-of-wuy line of North Main Street;
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Thence NOU,2Q' 4O" E, 31\.27 feet along the West d86t-of-wuy line of said North Main Street, and the �
East boundary line of said Block 2,tuupoint;
Thence N 80" 58' 27" W' S0.55 feet to n 1/2" iron rod found at the Southeast comer of the aforesaid �
existing Lease 28, and said point of beginning, u|oohuviogTexunStutoC000dioateNADZ7Vu|mexoftJ i
=417250.38`B=2045641.00;
Thence along the South boundary line of said existing Lease 28'amfollows: |
). l48V"58'27"W` l4423 feet 0uul/%" iron rod set; '
2. 8OO"Oil 33" \V,20feet toun"}{"cut in concrete found; i
l N8V"58'27"\V.3l.50 feet 0uu 1/2" icon rod uu% �
4. N UO°Oil 33"E.2O.00 feet 0uu 1/2" iron rod act;
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5. N8V"58'27" \9'2O.5l feet toa )/2" iron rod set; �
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Thence SOO"2Y34" VV. \53.45 feet to l/2" iron rod set o1 the Southeast comer o[the herein described |
lease area,also having Texas State Coordinate]HAD27 Values o[}J=417\O6.83.E~2O454]5.58;
Thence}JA;°3{'2l" YY` 16O.Olfeet toupoirt-, �
Thence }V0O^26' 34" E. V88.l9 feet 0muo "J(" cut in concrete found uL the most Westerly Northwest �
corner of aforesaid Lease \S' '
`
Thence along the North boundary line of said existing Lease |B`uofollows:
l. S8O,12`2\" D, )4TO9feet toa ?l"nail fbund|
2. NU0°4]'3V"B, i2V.2R feet Nu"PK" nail found; |
3. S89"16'21"E, l94.5O feet|uul/%" iron rod found stamped "City nf Fort Worth;
4. 8OO°3012l" VV, 3V.00feet tnu "9K" nail found at the most Northerly Northeast comer
of said existing Lease IS;
S. S8V~2y3V~ B,25.00feet tou "9K" nail found u1 the most Easterly Northeast comer of �
said existing Lease IS; �
ASSIGNMENT OF GROOM LEASE AGRUMEW-Page 6 !
EXHIBIT "All
Thence SOU"3I2>" W(8y8J4 feet along the East boundary line o[said existing Lemon l3 and Lease 2S,
to the point of beginning,containing 8.03} acres(349'8l7square feet)of land.
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Tract One-A: |
Being 0.088 acres of land known as Lease Site No. IS-D-S, and being a portion of Block 2, Meacham �
|
Airport,an Addition to the City oC Fort Worth, Tarrant County,Texas, according to the plat recorded in
Cu6ioo( A` Slide 2445 of the Plat Records of Tarrant County, Texas. Said 0.088 acres of|uod being /
more particularly described 6y metes and bounds uafollows: i
Commencing at the most Easterly Southeast comer of said Block 2, Muuu6ao Airport, and said point of �
commencing,being the intersection of the North right-of-way line of NW 38th Street,and the West hg6t- '
mf-wayliumufNortbMuin8troet;
Thence NOO"28'4O" E,783.6| feet omupoint;
Thence N8y^3\' 2O" VV^ ll.l4 feet mu railroad spike(n asphalt found for the point nf beginning, being �
the Southeast comer oYsaid Lease Site No. lS'D'S'and said point ofbeginning, also having Texas State
Coordinate NAJ}2? Values ofN=4l773l.9} and 8=2O45684.35;
Thence N80"]2' 04" qV' 15.00 feet toa railroad spike in asphalt found at the Southwest comer ufsaid |
)
Lease l8'D-S'
` !
Thence along the West boundary line of said Lease l8-D-Saofollows:
|
]. }JOU"27'56" B` l57.54 feet tom railroad spike io asphalt found;
l N80"32'O4" W'4.68 feet tnu railroad spike{u asphalt found;
3. N00°27'S6"B`8.&4 feet tou railroad spike{u asphalt found;
4. S 80^32'04" E'4.68feet tou railroad spike in asphalt found; '
S. N00°27'56" B,85.67feet tum railroad spike io asphalt found u1 the Northwest comer of �
|
said Lease lS'D-S'
^
Thence S 80"3% 04" E, 15.00 feet along the North boundary line ofsaid Lease l8-D'5\ N anailmmd
spike inasphalt found u1 the Northeast comer u[said Lease \8-D'S; �
Thence 880°27' 56" W. 25].85 feet along the East boundary line of said Lease l8-]'8, to the point nf �
beginn=ing, oo����QO088uuruoQ8l7�qumx�o)n�1mod '
, . . , � \
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MS1QbMUa OE QRQ=LEASE AGREE -Page 7
City of Fort Worth, Texas
Mayor and Council Communication
a io...,�,i i,i mer imiemi, s iiir,iir.wr iiiim�,i r,i.oa¢i- r, a vii axinu iimna�reaoaiimrirri i,imoae..mr9emiimrmouiro.aims mnoiir„��iinrior.
COUNCIL ACTION: Approved on 10/22/2013
DATE: Tuesday, October 22, 2013 REFERENCE NO.: **C-26517
LOG NAME: 55FTW TACTAVIATION SERVICES
SUBJECT:
Authorize Execution of a Consent to Assignment and a Consent to Deed of Trust Lien of a Ground Lease
Agreement by Woodard Aviation Holdings, LTD, to Tactical Aviation Services, LLC, for Lease Site 4S at
Fort Worth Meacham International Airport (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Assignment and a
Consent to Deed of Trust Lien of a Ground Lease Agreement by Woodard Aviation Holdings, LTD, to
Tactical Aviation Services, LLC, for Lease Site 4S at Fort Worth Meacham International Airport.
DISCUSSION:
Woodard Aviation Holdings, LTD (Woodard Aviation), currently holds a Ground Lease Agreement for
Lease Site 4S (Lease Agreement), also known as City Secretary Contract (CSC) No. 38573 (M&C C-
23272) approved on January 13, 2009. Lease Site 4S originally consisted of 404,400 square feet of
ground space and includes approximately 70,121 square feet of hangar space, 29,042 square feet of
office space, 8,000 square feet of storage space and 1,620 square feet of shop space at Fort Worth
Meacham International Airport.
Initially, Lease Site 4S included a tract of land equal to 100,766 square feet of ground space that was to
have had mandatory improvements completed in accordance with the time frames, milestones,
specifications and other conditions identified in the Lease Agreement. These requirements were not met
and under the provisions of the lease, the 100,766 square foot tract was removed from the Lease Site in
August 2011. Following the removal of this tract, Lease Site 4S now consists of 353,634 square feet of
ground space.
Staff has received a request from Woodard Aviation to assign this Lease Agreement, as well as consent to
a deed of trust to Tactical Aviation Services, LLC (Tactical Aviation). Upon City Council approval, Tactical
Aviation will assume oversight of all leasehold interests and obligations associated with the lease.
Tactical Aviation will not acquire any interest of any kind in the tract that was removed in 2011. To
complete improvements to the Lease Site, Tactical Aviation will secure long-term financing from Woodard
Aviation.
The Lease Agreement prohibits Woodard Aviation from making any assignment of the lease or causing
any lien to be made on improvements constructed on the leased premises without City Council
approval. These types of transactions are routine for large airport tenants and Staff has no objection to
this request.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION /CERTIFICATION:
Logname: 55FTW TACTAVIATION SERVICES Pagel of2
e Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Bill Welstead (5402)
Additional Information Contact: Jonnie Huitt (5409)
ATTACHMENTS
1. 55FTW TactAviation Services Exhi bit.pdf (Public)
Logname: 55FTW TACTAVIATION SERVICES Page 2 of