HomeMy WebLinkAboutContract 29732-CD1 8101112 AM
-10 CITY SECRETARY
CONTRACT NO. ^C'
�G `'' CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
CO LEASE AGREEMENT
LEASE SITE NO. 1-W
CITY SECRETARY CONTRACT NO.29732
This CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD("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; HANGAR ONE, LLC, a
Texas limited liability company("Lessee"); and TURTLE CREEK GROUP,LTD. ("Lender"),
a Texas limited partnership.
A. On April 5, 2004 (M&C L-13767), WTW PROPERTIES, INC. ("WTW"), entered into
City Secretary Contract ("CSC") No. 29732 ("Lease"), a lease of real property consisting of
114,560 square feet of ground space at Fort Worth Meacham International Airport ("Airport")
known as Lease Site 1-W ("Leased Premises"). CSC No. 29732 shall hereinafter be referred to as
the"Lease."
B. On August 21, 2008 (M&C C-22977), City Council approved CSC-37465, Amendment
No. 1 to City Secretary Contract No. 29732, increasing the current ground space square footage
from 114,560 square feet to 120,212 square feet.
C. On April 25, 2017, (M&C C-28177), City Council approved CSC-29732-A2, Amendment
No. 2 to City Secretary Contract No. 29732, increasing the current ground space square footage
from 120,212 square feet to 154,075 square feet.
D. WTW Properties, Inc. has assigned its interest in the Lease to Lessee, and City has
consented to such assignment in a contract to be executed concurrently with this Agreement.
E. Lessee and Lender desire Lessor to consent to the execution by Lessee of a Leasehold Deed
of Trust lien on the Leased Premises(the"Deed of Trust") 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 document on file in Lessor's City Secretary's Office and is incorporated herein by
reference for all purposes.
Consent to Deed of Trust OFFICIAL RECORD
Lease Site No.I-W;City Secretary Contract No.29732—Page 1 CITY SECRETARY
Ft.WORTH,TX
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.
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 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 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.
Consent to Deed of Trust
Lease Site No.1-W;City Secretary Contract No.29732—Page 2
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 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
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 (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
Consent to Deed of Trust
Lease Site No.1-W;City Secretary Contract No.29732—Page 3
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:
TURTLE CREEK GROUP,LTD.
ATTN: James R.Dunaway,Jr.
500 Alta Drive
Fort Worth, Texas
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
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 Meacham International Airport and,together with the minimum
standards and other general regulations that may apply to the lessee under the
Lease, contains 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
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
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.
Consent to Deed of Trust
Lease Site No.t-W;City Secretary Contract No.29732—Page 4
e. The City has not taken, and does not currently anticipate taking any action to, or
that would, terminate the Lease.
E All improvements, facilities, work and alterations required to be furnished by the
Lessee or any prior lessee under the Lease have been satisfactorily constructed.
g. Lessee is current in the payment of any and all rent and any other charges required
to be paid by Existing Tenant under the Lease, which amounts have been paid
through the month of March, 2018.
h. There are no escrows or other deposits from Lessee held by the City pursuant to
the Lease.
i. Pursuant to the Lease, the Initial Term of the Lease expires on December 31,
2034, at 11:59 PM. Lessee has a right to extend the term of the Lease for two (2)
additional successive terms of five (5)years each(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 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.
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 Lender covenant and agree that they will not assign any rights and/or obligations
thereunder, without the prior written consent of Lessor. Lessee and Lender shall have the
right to modify and extend the terms of the note secured by the Deed of Trust and to file
such modifications in the Deed Records of Tarrant County, Texas.
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.
Consent to Deed of Trust
Lease Site No.1-W;City Secretary Contract No.29732—Page 5
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
Lease Site No.I-W;City Secretary Contract No.29732—Page 6
IN WITNESS VEREOF, the parties hereto have executed this Agreement in
multiples on this the day of —92018.
CITY OF FORT WORTH:
By: C
Fernando Costa
Assistant City Manager
Date: 31-d 8
— I
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.
U NDE
GIVEN R MY HAND AND SEAL OF OFFICE,this g - day of
Q"�Q rc.�.• ,2018.
��RY p�., TRIKINYA L JOHNSON
.`tP....,6���i,
?; ,Notary Public,State of Texas _
�,: ,r Comm. Expires 0A-17-2016 Notary Pu is in for the State of Texas
�,9TC OF 1��``
.,, ����,.� Notary ID 1238832.0
APPROVED AS TO FORM OFFOP) S .
ANI GALITY:
By: / U
Paige M bane J. Kayser
Assistant City Attorney ...........XAS
M&C: C:"' A8&5w'r21
Date Approved: '13/d
Form 1295: O� . 3,aa4l
Consent to Deed of Trust
Lease Site No.1-W;City Secretary Contract No.29732—Page 7 OFFICIAL RECORD
CITY SECRETARY
RT.WORTH,TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this c act, including ensuring all performance and reporting requirements.
Anne-Marie Stowe
- za��� an�iz�
Title
LESSEE:
HANGAR ONE, LLC ATTEST:
a Texas limited liability company
By:_ /`— /-,---c-- A By:
Brian unaway,President
Date: �AA rzL_�-j -7, z i S
STATE OF TEXAS §
COUNTYOF T1kRyZAh1"' §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Brian 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, a Texas limited liability company, and that he executed the same as the
act of HANGAR ONE, LLC, for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2018.
r
Notary Public in and for the State of Texas
OFFICIAL RECORD
CITY SECRETARY DAWN MD LEP,
Notary Public,State of Term
FT.WORTHM TX �9 e Notary ID 132211956
Consent to Ltff1M9r1' &OF My Commission Exp.07-18-2021
Lease Site No.1-W;City Secretary Contract No.29732—Page 8
LENDER:
TURTLE CREEK GROUP,LTD., ATTEST:
a Texas limited partnership
By: Turtle Creek Group Management, L.C.,
a Texas limited liability company,
its General P
By: By:
James R. Dunaway, Jr.,Managing ember
Date: M6 C 7,
STATE OF TEXAS §
COUNTY OF fAUV -r §
BEFORE ME,the undersigned authority,a Notary Public in and for the State of Texas,on
this day personally appeared James R Dunaway,Jr.,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
Turtle Creek Group Management,L.C., a Texas limited liability company, as General Partner
of TURTLE CREEK GROUP,LTD.,a Texas limited partnership and that s/he executed the
same as the act of TURTLE CREEK GROUP,LTD. for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of jAatc L 2018.
Ld
Notary Public in and for the State of Texas
DAWN mILLER
>a Notary Public,State of Tex25
Notary M EEv.
11856 i;
EOFFICIAL RECORD '�«``'� Commission47-18-2021,
RETARY
THO TX
Consent to Deed of Trust
Lease Site No.1-W;City Secretary Contract No.29732—Page 9
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.
Release of Lien
Basic Information
Dated to be Effective: March 9,2018
Holder of Note and Lien: Turtle Creek Group, Ltd., a Texas limited partnership
Holder's Mailing Address:
Turtle Creek Group, Ltd.
c/o James R. Dunaway,Jr.
500 Alta Drive
Fort Worth, Texas 76107
Note
Date: March 9, 2018
Original principal amount: As set forth in the Note
Borrower: Hangar One,LLC, a Texas limited liability company
Lender: Turtle Creek Group,Ltd., a Texas limited partnership
Maturity date: March 31,2020
Note and Lien Are Described in the Following Documents ("Lien Documents"):
Leasehold Deed of Trust, Security Agreement - Financing Statement, dated March 9,
2018, with Hangar One, LLC as Grantor, Turtle Creek Group, Ltd. as Lender, and James
R. Dunaway,Jr. as Trustee, filed on Q&A 9 , 2018,under Clerk's File No.
0QigZu5'D,9-1l , in the Real Property Records of Tarrant County, Texas.
Property(including any improvements):
WTW Properties, Inc., as tenant, and The City of Fort Worth, Texas, a home rule
municipal corporation organized under the laws of the State of Texas ("Landlord")have
heretofore entered into that certain Fort Worth Meacham Irlt-.1national Airport
OFFICIAL RECORD
Release of Lien-Page I of 5 CITY SECRETARY
FT.WORTH,TX
Unimproved Ground Lease Agreement with Mandatory Improvements dated April 5,
2004, between Landlord and Assignor, under City Secretary Contract No. 29732 and
recorded as Document No. D214244048, Official Public Records, Tarrant County, Texas,
as amended by that certain Amendment No. 1 dated August 21, 2008 under City
Secretary Contract No. 37465 and recorded as Document No. D214244047, Official
Public Records, Tarrant County, Texas, and that certain Amendment No. 2 dated April
25, 2017 under City Secretary Contract No. 29732-A2 and recorded as Document No.
D218018567, Official Public Records, Tarrant County, Texas (together with all
addendums, amendments and modifications thereto the "Agreement"), for the ground
lease of certain real property located in Fort Worth, Tarrant County, Texas (the
"Pro er "), as more particularly described on Exhibit A attached hereto. Said
Agreement having been assigned by WTW Properties, Inc. to Borrower, Hangar One,
LLC.
Release of Lien and Security Interests
Holder is the owner and holder of the Note and Lien.
Holder releases the Property from all liens and security interests held by Holder granted
in the Lien Documents and any other instruments, including other instruments recorded in the
official public records of the county where the Property is located.
When the context requires, singular nouns and pronouns include the plural.
[Signature Next Page]
Release of Lien-Page 2 of 5
TURTLE CREEK GROUP,LTD.,
a Texas limited partnership
By: Turtle Creek Group Management,L.C.,
a Texas limited liability company,
its General Partner
By: _
James R. Dunaway,Jr.,Managing ember
STATE OF TEXAS )
COUNTY OF TARRANT )
This instrument was acknowledged before me on/MA-CA , 2018, by James R.
Dunaway, Jr., Managing Member of Turtle Creek Group Management, L.C., a Texas limited
liability company general partner, on behalf of Turtle Creek Group, Ltd., a Texas limited
partnership.
EVELYN B. LUNA
ID#13063730 0
Notary Public,State of Texas —
,,+�ori+�, y Commission Expires Notary blic, State of Texas
tol
M 04/26/2020 My commission expires:
AFTER RECORDING RETURN TO:
Shay Townsend
Rattikin Title Company
201 Main Street,Suite 800
Fort Worth,TX 76102
Release of Lien-Page 3 of 5
EXHIBIT A
LEGAL DESCRIPTION
BEING a 3.537 acre tract of land situated in the John H. Duncan Survey, Abstract Number 397,
the Thomas Hicks Survey, Abstract Number 1820 and the Charles Putnam Survey, Abstract
Number 1250, City of Fort Worth, Tarrant County, Texas and being a portion of Lot 3,
Meacham Airport an addition to the city of Fort Worth, Tarrant County, Texas as shown on plat
recorded in Cabinet A., Slide 2445, Plat records, Tarrant County, Texas (PRTCT), and being all
of a tract of land as described in Amendment No. 2 City Secretary Contract No. 29732 Fort
Worth Meacham International Airport Lease Site 1-W to WTW Properties, Inc. as recorded in
Document Number D214244047 and amended by Document Number D218018567 of the Deed
Records Tarrant County, Texas (DRTCT) and being more particularly described by metes and
bounds as follows: (Bearings referenced to U.S. State Plane Grid 1983 - Texas North Central
Zone (4202) NAD83 as established using GPS Technology in conjunction with the RTK
Cooperative Network, all distances at ground).
BEGINNING at a found mark"X" in concrete for the southeast corner of the said Lease Area 1-
W, having NAD 83 State Plane Grid Coordinates of Northing = 6,981,873.65, Easting
=2,317,944.33;
THENCE with the south line of the said Lease Area 1-W the following courses and distances:
South 81'07'33"West, a distance of 250.98 feet to a set mark"X" in concrete;
North 08°43'39"West, a distance of'18.16 feet to a set mark"X" in concrete;
South 81'18'57" at a distance of 137.44 feet passing a found mark "X" in concrete for the
southwest corner of the aforementioned Lease Area 1-W, in all a total distance of 246.02 feet to
a set 5/8"iron rod with yellow cap marked`BHB INC"(CIRS);
THENCE North 08°40'55" West, departing the aforementioned south line, a distance of 308.55
feet to a CIRS;
THENCE with the north and east lines of the said Lease Area 1-W the following courses and
distances:
North 81017'00" East, at a distance of 108.50 feet passing a found 5/8 inch yellow capped iron
rod marked "JACOBS" for the northwest corner the said Lease Area 1-W having NAD 83 State
Plane Grid Coordinates of Northing = 6,982,137.17, Easting = 2,317,511.21 in all a total
distance of 465.58 feet to a found mark"X" in concrete for the northeast comer of the said Lease
Area 1-W having NAD 83 State Plane Grid Coordinates of Northing = 6,982,191.26, Easting =
2,317,864.04;
South 08°43'51"East, a distance of 89.07 feet to a found 5/8 inch yellow capped iron rod marked
Release of Lien-Page 4 of 5
"JACOBS"having NAD 83 State Plane Grid Coordinates of Northing= 6,982,103.24, Easting=
2,317,877.55;
South 35°02'53"East, a distance of 70.27 feet to a found 5/8 inch yellow capped iron rod marked
"JACOBS"having NAD 83 State Plane Grid Coordinates of Northing= 6,982,045.72, Easting=
2,317,917.90;
South 08°43'51" East, a distance of 174.11 feet to the POINT OF BEGINNING and containing
154,075 SgFt or 3.537 acres more or less.
Release of Lien-Page 5 of 5
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/3/2018
DATE: Tuesday, April 3, 2018 REFERENCE NO.: **C-28652
LOG NAME: 55FTW CONSENTTODEEDTRUST HANGARONE
SUBJECT:
Ratify Consent to Deed of Trust to Facilitate the Assignment of a Ground Lease for Lease Site 1 W with
Hangar One, LLC, at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council Ratify the execution of a Consent to Deed of Trust to facilitate the
assignment of a Ground Lease for Lease Site 1W with Hangar One, LLC, at Fort Worth Meacham
International Airport.
DISCUSSION:
On March 6, 2018, (M&C C-28610), City Council approved City Secretary Contract No. 29732-CA1, a
Consent to Assignment from WTW Properties, Inc. to Hangar One, LLC (Hangar One), for Lease Site 1W,
at Fort Worth Meacham International Airport.
Hangar One's lender requested a deed of trust on its leasehold interest on or about March 5, 2018, and on
March 8, 2018 the City of Fort Worth (City) executed a Consent to Leasehold Deed of Trust (the Consent)
with Hangar One for Lease Site 1 W to facilitate property closing that occurred on March 9, 2018. Staff
agreed to execute the Consent prior to obtaining Council Approval in order to allow Hangar One to take
advantage of significant savings through the simultaneous issue of title policies related to the transaction,
which would not have been possible had the Consent been executed after the March 9th closing date.
The Consent to Leasehold Deed of Trust will grant Hangar One's lender, Turtle Creek Group, Ltd. (Turtle
Creek), the right, subject to the previous lien, to operate as Lessee or, with City Council approval, to
secure another tenant in place of Hangar One, in the event Hangar One defaults on its loan or its lease
with the City of Fort Worth. The Ground Lease Agreement prohibits Hangar One 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 Hangar One'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, this action will have
no material effect on City funds. Under the current Agreement, WTW, remits the amount of$5,392.63
monthly and $64,711.56 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.
FUND IDENTIFIERS (FIDs):
TO
7-- T—
Logname: 55FTW CONSENTTODEEDTRUST HANGARONE Page 1 of 2
Fund Department ccoun Project ctivity Budget Reference # moun
ID ID IProgram
, YearI (Chartfield 2)
FROM
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Department ccoun Project Program ctivity Budget Reference # moun
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. Form 1295 Hangar One.pdf (Public)
2. Form 1295 Turtle Creek (lender).pdf (Public)
3. Map HangarOne 1W.pdf (Public)
Logname: 55FTW CONSENTTODEEDTRUST HANGARONE Page 2 of 2
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
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. 2018-312241
Hangar One, LLC
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/09/2018
being filed.
City of Fort Worth Date Ac kno ledg�dd,-i
g 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
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party. 1771
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)
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 12018
(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
(0�)ID-1
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
iofi
Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY
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. 2018-322685
Turtle Creek Group,Ltd
Fort Worth,TX United States Date Filed-
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/06/2018
being filed.
City of Fort Worth Date Acknowl g
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 contracL
Lease Site 1W
Meacham International Airport
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
T-
5 Check only N there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is_ � � A. and my date of birth is
My address is 500 A0# MIA N 7*107
( ) (City) (state) (nip Code) (may)
I declare under penalty of perjury that the foregoing is true and correct. 'f�
Executed in 7W.Not" City. State of a "� on the_jday of 2010.
(met) (yam
Signature of authorized agent of contract/ business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523