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CONTRACT NO. %ra - I
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 29732
UNIMPROVED GROUND LEASE AGREEMENTS
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 1W
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
29732, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City
Manager; WTW PROPERTIES, INC., a Texas Corporation ("Lessee"), acting by and through
PETER TUNNARD, its duly authorized President; and HANGAR ONE, LLC ("Assignee"), a
Texas limited liability company, acting by and through BRIAN W. DUNAWAY, its duly
authorized President.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about April 5, 2004, Lessor and WTW Properties, Inc., entered into City Secretary
Contract ("CSC") No. 29732, an Unimproved Ground Lease for the lease and use of real property
known as 1 W Lease Site and any improvements and facilities thereon ("Leased Premises") at Fort
Worth Meacham International Airport ("Airport").
B. On or about August 19, 2008 (M&C C-22977), CSC. No. 29732 was subsequently amended
by CSC No. 37465 to increase the square footage of the Premises from 114,560 square to 120,212
square feet;
C. On or about April 29, 2017 (M&C C-28177), CSC. No. 29732 was subsequently amended
by CSC No. 29732-A2 to increase the square footage of the Premises from 120,212 square to
154,075 square feet;
D. Lessee now wishes to assign all of Lessee's remaining right, title and interest in the
Leased Premises and the above referenced Unimproved Ground Lease and amendments thereto
(collectively, the Leases) 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
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
Consent to Assignment of CSC No. 29732 OFFICIAL. RECORD
by WTW Properties, Inc.
to Hangar One, LLC CITY SECRETARY
Page 1 of 7
FT. WORTH, TX
1. Lessor hereby consents to an assignment by Lessee to Assignee of all of Lessee's
remaining right, title and interest in the Leased Premises and Leases granted to Lessee by the
Leases (the "Assignment"), effective as of the date the Assignment is executed by Lessee and
Assignee ("Effective Date"). The Assignment, , is a public document that will be 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 Leases.
In the event of any conflict between the Leases and the Assignment, the Leases 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. Lessor acknowledges Lessee has no duties and obligations under
the Leases after the Effective Date and, except as set forth herein, Lessee shall be released and
forever discharged from any and all actions, causes of action, judgments, executions, suits,
investigations, debts, claims, demands, liabilities, obligations, damages, and expenses of any and
every character that arise out of or in any way connected to the Lease accruing after the Effective
Date.
4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Leases to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Leases), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Lessee, its officers, agents, servants, employees or subcontractors prior to
the Effective Date.
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 Leases 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 on or
after the Effective Date.
6. 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.
7. This Consent may be executed in any number of counterparts, all of which shall
constitute the same instrument.
Consent to Assignment of CSC No. 29732
by WTW Properties, Inc.
to Hangar One, LLC
Page 2 of 7
8. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Leases.
9. All of the Mandatory Improvements set forth in paragraph 6.1 and Exhibit B of the Ground
Lease Agreement (CSC -29732), have been statisfactorily completed.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Consent to Assignment of CSC No. 29732
by WTW Properties, Inc.
to Hangar One, LLC
Page 3 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on
this the _ *-4ay of 42' 4 -4, , 2018.
CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY:
By: J ala ('.l�___-- B
Fernando Costa Pa ge Me ane, Assistant City Attorney
Assistant City Manager
AT
Date: �3�7 zi 8 By:
S
M&C: C-28610
M&C Approved: March 6, 2018
Form 1295: 2018-312241
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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
12018.
'�.,, TRIKINYA L JOHNSON
aPa... se' � P L 4464-�
Notary Public, State of Texas
,NA•.,• `. Comm. Expires 04-17-2018 Notary P lic in r the State of Texas
fo
Notary ID 1238832.0
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 29732
by WTW Properties, Inc.
to Hangar One, LLC
Page 4 of 7
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this con t, including ensuring all performance and reporting requirements.
Anne -Marie Stowe
"J
Title
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 29732
by WTW Properties, Inc.
to Hangar One, LLC
Page 5 of 7
Date: '? g
STATE OF TEXAS §
COUNTY OF�aUA4-§
Corporation
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Peter Tunnard, 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 WTW
PROPERTIES, INC. and that s/he executed the same as the act of WTW PROPERTIES, INC.
for the purposes and consideration therein expressed and in the capacity therein stated.
79�
GIVEN UNDER MY HAND AND SEAL OF OFFICE this I day
2018.
No u is in and for the State o xas
* ®TAYLOR MICHELLE HAYES
: Notary Public. State of texas
COMM ExPMet 06.30.2020
Notary 1012657598.1
Consent to Assignment of CSC No. 29732
by WTW Properties, Inc.
to Hangar One, LLC
Page 6 of 7
ASSIGNEE:
HANGAR ONE, LLC
By:
Brian '& Dunaway, President
Date: _ fei, 13, 7018
STATE OF TEXA& §
COUNTY OF /trno §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Brian W. Dunaway 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
HANGAR ONE, LLC, and that he executed the same as the of HANGAR ONE, LLC, for the
purposes and consideration therein expressed and in the capacity therein stated.
,--GIVEN UNDER MY HAND AND
2018.
ANNE -MARIE STOWE
`f,s_ Notary Public, State of Texas
+'•. y= Comm. Expires 05-01-2018
Notary ID 45976.5
Consent to Assignment of CSC No. 29732
by WTW Properties, Inc.
to Hangar One, LLC
Page 7 of 7
SEAL OF OFFICE this 1A
9 — �
Notary Public in and for the State of Texas
day
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/6/2018
DATE: Tuesday, March 6, 2018 REFERENCE NO.: **C-28610
LOG NAME: 55FTW ASSIGNMENT WTW&HANGARONE
SUBJECT:
Authorize Execution of a Consent to Assignment of a Ground Lease Agreement for Lease Site 1 W at Fort
Worth Meacham International Airport by WTW Properties, Inc., to Hangar One, LLC (COUNCIL DISTRICT
2)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Consent to Assignment of a Ground
Lease Agreement for Lease Site 1 W at Fort Worth Meacham International Airport by WTW Properties,
Inc., to Hangar One, LLC.
DISCUSSION:
WTW Properties, Inc., (WTW) currently holds a Ground Lease Agreement for Lease Site 1W, also known
as City Secretary Contract (CSC) No. 29732, Mayor and Council Communication (M&C L-13767)
approved on February 24, 2004, and amended by CSC No. 37465 (M&C C-22977), approved on August
19, 2008 and amended a second time by CSC No. 29732-A2 (M&C C-28177), approved on April 11,
2017. Lease Site 1W consists of 154,075 square feet of ground space and includes an approximately
22,457 square feet hangar facility at Fort Worth Meacham International Airport.
On January 24, 2018, Staff received a request from WTW to assign the Lease Agreement to Hangar One,
LLC. Upon City Council approval, Hangar One, LLC will assume the leasehold interest and obligations
associated with the lease.
The Ground Lease Agreement prohibits 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 airport tenants and staff has no objection to this 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, this action will have
no material effect on City funds. Under the current Agreement, WTW, remits the amount of $5,392.63
annually to the City. After assignment, Hangar One, LLC will remit the same amount and be subject to the
provisions contained within the original lease.
Logname: 55FTW ASSIGNMENT WTWHANGARONE Page 1 of 2
FUND IDENTIFIERS (FIDS):
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CERTIFICATIONS:
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Bill Welstead (5402)
Jeff Kloska (5406)
Anne -Marie Stowe (5415)
Logname: 55FTW ASSIGNMENT WTWHANGARONE Page 2 of 2
C-2-xt,, i n
CERTIFICATE OF INTERESTED PARTIES FORM 3.295
lofl
Complete Nos. 1- 4 and 6 if there are interested parties.
7-7
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2018-305020
WTW Properties, Inc.
Fort Worth, TX United States
Date Filed:
01/23/2018
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Fort Worth Meacham International Airport
Date Acknowledged: (%
UX
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.
29732
Consent to Assignment of Hangar 1W
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling I
Intermediary
Exxon Mobil Corporation
Irving, TX United States
X
WTW Properties, Inc.
Fort Worth, TX United States
X
XTO Energy Inc.
Fort Worth, TX United States
X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DEARATION
My name is / G � � /%/%�,'4,��i
and my date of birth is,/ 2
My address is S ! a y -T r J w ►'v
/32 , US4 .
(street)
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in �- AIL County, State of on the,2 - day of 20
1L -T—•
#
SHAUNTE N. MENDOZA
Notary Public, State of Texas
My Commission Expires
June 05, 2019
th) (year)
`
ignature authorized o contracting business entity
(Declarant)
Forms provided by Texas thics Commis on www.ethics.state.tx.us Version V1.0.3337
C,a,z L I C)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2018-312241
Date Filed:
02/09/2018
Date Acknowled ed
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Hangar One, LLC
Fort Worth, TX United States
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Fort Worth
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 1W
Consent to Assignment at Meacham International Airport
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party.
X
6
UNSWORN DECLARATION
My name is Brian Dunaway and my date of birth is 4/28/80
My address is 3951 Lincoln Ave Fort Worth TX 76106 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Tarrant County, State of Texas on the 9th day of Feb 2018
(month) (year)
Signature of authorized agent of contracting business entity
( Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523