HomeMy WebLinkAboutContract 37052 (2)AGREEMENT TERINATING LEASES
NTRACT NO
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITES 1S9 2S, 6S, AND 7S
This AGREEMENT TERMINATING LEASES ("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, situated in Tarrant, Denton and Wise
counties, Texas, with principle offices at 1000 Throckmorton Street, Fort Worth, Texas 76102,
acting by and through T.M. Higgins, its duly authorized Assistant City Manager, and
WOODARD AVIATION HOLDINGS, LTD. (formerly known as Woody Woodard Family
Partnership, Ltd.) ("Lessee"), a Texas limited partnership, with its principle offices located at
3901 N. Main Street, Fort Worth, TX 76106, acting by and through its General Partner,
WOODARD GROUP, LLC, a Texas limited liability company, acting by and through Timothy
D. Woodard, as its duly authorized President, individually referred to as a "party" and
collectively referred to as the "parties."
RECITALS
The following introductory provisions are true and correct and form the basis of this
Agreement:
A. Lessor previously entered into unimproved ground lease agreements at Fort Worth
Meacham International Airport (the "Airport") styled as City Secretary Contract
("CSC") Nos. 25211 and 25212, as amended by CSC Nos. 26073, 27689, 33999, and
31807 for the lease of Lease Sites known as IS and 2S (the "Lease Property") with
Sandpiper Airport Inn, Inc. Lessor subsequently consented to the Assignment of CSC
Nos. 25211 and 25212, as amended, to Woody Woodard Family Partnership Ltd., d/b/a
Texas Aviation Services and Woodard Aviation Holdings, Ltd., via CSC Nos. 35473 and
36111 (collectively the "Previous Lease").
B. Lessor previously entered into an agreement wish Woody Woodard Family Partnership,
Ltd, (the former name of Lessee}, via CSC No. 31308 for the Right of First Refusal
("ROFR") for Lease Sites known as 6S and 7S (the "ROFR Property") at the Airport.
C. Lessee has agreed to waive and relinquish all of its right, title and interest as lessee in the
Previous Lease and the ROFR and sell all its personal property located at the Airport and
associated with the Lease Property to TEXAV (TX) QRS 16424, INC. ("New Lessee"),
a Delaware corporation, subject to the issuance of a new lease by Lessor to the New
Lessee on terms and conditions acceptable to New Lessee.
D. A Schedule of the agreements with legal descriptions that will be terminated affecting the
Lease Property and the ROFR Property is attached hexeto as Exhibit A.
E. It is the intent of the Lessor and Lessee to terminate the Previous Lease and the ROFR so
that the Lease Property can be combined with the ROFR Property to f�alrmu newg�ou�cl+
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lease site, known as 4S at the Airport, and so that the new lease on Lease Site 4S can be
executed between Lessor and New Lessee.
F. Contemporaneously with the execution and effectiveness of this AGREEMENT, Lessor
and New Lessee are executing a new Ground Lease Agreement for Lease Site 4S at the
Airport.
AGREEMENT:
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
].. TERMINATION OF PREVIOUS LEASE.
The Previous Lease and ROFR are hereby terminated effective as o£ the last date of
execution of this Agreement ("Effective Date"). However, such termination shall not constitute
(i) a release by one party of any liability accruing or obligation to in under the Previous
Lease or ROFR or (ii) a waiver of one party to enforce any unperformed duties or obligations of
the other under the Previous Lease or ROFR.
2. SURRENDER OF PREMISES.
Sy the end of the Effective Date (unless otherwise agreed between Lessee and New
Lessee), Lessee shall (i) vacate the leased premises, and {ii) deliver all keys to New Lessee, or as
otherwise directed by Lessor.
3. NOTICES TO LESSEE AFTER EFFECTIVE DATE.
All notices to Lessee after the Effective Date shall be addressed as follows:
Woodard Aviation Holdings, Ltd.
Attn: Timothy D. Woodard
3925 Stoneshire Court
Fort Worth, TX 76179
and
Woodaxd Aviation Holdings, Ltd.
Attn: Carl D. Woodard
3925 Westway Terrace
Fort Worth, TX 76179
With a copy to:
Robert G. West
Whitaker Chalk Swindle &Sawyer, LLP
301 Commerce Street, Suite 3500
Fort Worth, TX 76102 0
2 IL
III .. � . •
.' 11
IN WITNESS WHEREOF, the parties have executed this AGREEMENT in multiples, this
`r�day of � 2008.
LESSOR:
CITY OF FORT WORTH
a Texas home rule municipality
By.
T.M. Higgoffs,
Assistant City Manager
STATE OF TEXAS §
COUNTY OF TARR.ANT §
BEFORE ME, the undersigned authority, a Notary Public in and fox the State of Texas,
on this day personally appeared T.M. Higgins, 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 said 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 thisay of 2008 W
[seal]
�4anrrc,y�, AN' A L. Efi`il���id�
Metani Public, State 04 Texas
My Commission DOW
k1J1jr&j 07, 2011
APPROVED AS TO FORM
AND LEGALITY:
W�
Maleshia B. Farmer ..
Assistant City Attorney
Contract Authorization:
M & Co C-22726
Date Approved: 3/25/08
Notary Public in and for the State of Texas
ATTEST:
8y:
Marty Hendrix
City Secretary
LESSEE:
WOODARD AVIATION HOLDINGS, LTD.
(formerly known as Woody Woodard Family Partnership, Ltd.),
a Texas limited partnership
By: WOODARD GROUP, LLC,
a Texas limited liability company
Its General-Parther
ByT
Timothy D. oodard, President
Date: �� / i� '
ATTEST:
By:
STATE OF TEXAS §
COUNTY F TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and fox the State o£ Texas,
on this day personally appeared Timothy D. Woodard, known to me tor proved to me on the
oath of or through his Texas driver's license) to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of WOODARD GROUP, LLC, a Texas limited liability company, in its capacity as
General Partner of WOODARD AVIATION HOLDINGS, LTD., a Texas limited
partnership, and that he executed the same as the act of said entities for the purposes and
consideration therein expressed and in the capacity therein stated.
[seal]
GIVEN UNDER MY HAND AND SEAL OF OFFICE this of ���, 2008.
COMMISSION EXPIRES:
OWF
201 .;
0
Notary Public in and for the
of Texas
u�r',o� r?.1!
EXHIBIT A
SCHEDULE OF LEASES TO BE TERMINATED
1. Leasehold Estate for Sites 10 and 1 S-D-S as created by the following lease instruments
filed among the Real Property Records, Tarrant County, Texas:
a) Ground Lease dated September 8, 1999 (Sites 1S and 1S-D-S) by and between the City
of Fort Worth, as lessor, and Sandpiper Airport Inn, Inc., as lessee, as evidenced by
instrument filed August 15, 2006 and recorded in Clerk's File No. D206251956;
b) Amendment No. 1 filed August 15, 2006, recorded in Clerk's File No. D206251957;
c) Amendment No. 2 filed August 15, 20065 recorded in Clerk's File No. D206251958;
d) Amendment No. 3 filed September 21, 2006, recorded in Clerk's File No.
D206295954
2. Leasehold Estate as created by City Secretary Contracts 8481 and 25211 for Sites 2 and 4
(Leases) not found of record but evidenced by the following lease instruments:
a) Second Amendment filed August 19, 1983 recorded in Volume 7591, Page 2272.
b) Amendment filed March 18, 1992 recorded in Volume 10567, Page 1098.
c) Amendment filed March 18, 1992 recorded in Volume 10567, Page 1109.
d) Consent to Assignment between the City of Fort Worth and Don E. Hansen dated
March 2, 1992, filed March 18, 1"2 recorded in Volume 10567, Page 1121.
e) Deed and Assumption from Don E. Hansen to Sandpiper Airport Inn, Inc. dated March
131 1992, filed March 18, 1992, recorded in Volume 10567, Page 1128.
3. Leasehold Estate for Sites 6 and 7 as created and defined by the terms, conditions and
provisions of the following lease instruments:
a) Lease dated February 17, 1983 between the City of Fort Worth, as lessor, and Don E.
Hansen, as lessee, for Sites 6 and 7 (Leases) as evidenced by instrument filed June 3,
1983, recorded in Volume 7524, Page 1291. (This Lease remains in effect with regard to
Lease Site 8 under Amendment to City Secretary Contract No. 12939 dated June 12,
1990, recorded as Exhibit `B" to the General Warranty Assignment of Fixed Base
Operator Lease dated November 22, 1994, from Don E. Hansen to Karl H. Byam and
Patricia Byam filed November 30, 1994, recorded in Volume 11805, Page 1834.)
b) General Warranty Assignment of Fixed Base Operator Lease from Don E. Hansen to
Karl H. and Patricia Byam filed November 30, 1994, recorded in Volume 11805, Page
1834.
4. Lease Agreement dated June 28, 1974, for Site 1, filed August 22, 1975 by and between
the City of Fort Worth and D. E. Hansen, as evidenced by instrument recorded in Volume
5874, Page 615; First Amendment filed August 22, 1975, recorded in Volume 5874, Page
568; Sixth Amendment filed August 19, 1983, recorded in Volume 7591, Page 2278,
5. Lease Agreement dated July 21, 1983, for Site 1C filed August 19, 1983, executed
between the City of Fort Worth and Don E. Hansen, as evidenced by instrument recorded
in Volume 7591, Page 2284.
6. Sublease Agreement dated May 31, 1983, for Sites 6, 7 and 8 filed June 3, 1983 executed
between Don E. Hansen and Meacham Aero & Associates, Ltd., and evidenced by
instrument recorded in Volume 7524, Page 1334.
-2-
City of Fort Worth, Texas
Mayor and Council Communication
SUBJECT:
Authorize Termination of City Secretary Contract Nos. 25211, 25212 and 31308 for Lease Sites 1 S,
2S, 6S and 7S as Amended and Assigned at Fort Worth Meacham International Airport and Execute
a New Ground Lease Agreement for Lease Site 4S with TEXAV (TX) QRS 16-124, Inc., at Fort
Worth Meacham International Airport and Approve a Right of First Refusal for Lease Site 5S at Fort
Worth Meacham International Airport and Approve a Consent to Sublease Agreement to Texas
Aviation Services, Inc.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to:
1. Terminate City Secretary Contract (CSC) Nos. 25211, 25212 and 31308, as amended and assigned,
for lease sites 1S, 2S, 6S and 7S at Fort Worth Meacham International Airport;
2. Execute a new ground lease agreement for Lease Site 4S with TEXAV (TX) QRS 16-124, Inc., at
Fort Worth Meacham International Airport;
3. Approve the Right of First Refusal (ROFR) for Lease Site 5S with TEXAV (TX) QRS 16-124, Inc., at Fort
Worth Meacham International Airport; and
4. Approve a Consent to Subleas e Agreement to Texas Aviation Services, Inc.
DISCUSSION:
The City Council previously approved the execution of unimproved ground lease agreements at Fort Worth
Meacham International Airport with CSC Nos. 25211 and 25212, as amended by CSC Nos. 26073, 27689,
33999, and 31807 for the lease of lease sites known as 1S and 2S with Sandpiper Airport Inn, Inc. City
Council consented to the Assignment of CSC Nos. 25211 and 25212 as am ended to Woody Woodard
Family Partnership Ltd., d/b/a Texas Aviation Services and Woodard Aviation Holdings, Ltd. City Council
also approved the execution of CSC No. 31308 with Woody Woodard Family Partnership, Ltd. for the
ROFR for Lease Sites known as 6S and 7S at Fort Worth Meacham International Airport.
Staff has received a request from Mr. Carl D. Woodard and Timothy D. Woodard to combine lease sites 1S,
2S and the ROFR lease sites 6S and 7S into one lease under the name of TEXAV (TX) QRS 16-124, Inc.
(TEXAV), an entity managed and operated by W.P. Carey & Co. LLC and Carey Asset Management (WP
Carey). Woodard Aviation Holdings, Ltd. and Woody Woodard Family Partnership, Ltd has been bought by
WP Carey. In order to combine the lease sites and assign all to TEXAV, CSC Nos. 25211 and 25212 as
amended and assigned must be terminated and the City must enter into a new ground lease agreement.
Lease Sites 1S and 2S will be brought up to the current established Schedule of Rates and Charges and 6S
and 7S will go to an unimproved ground rate. There will also be additional unimproved ground acquired by
TEXAV that sits southwest of 2S and east of 6S and 7S. A new survey has been completed showing all the
Logname: SSTEXAV 4S Page 1 of 2
lease areas combined, now known as Lease Site 4S, and will be attached as Exhibit 'A' to the lease
agreement.
TEXAV requests a ROFR on the land below the hill of their lease 4S. This will be known as Lease Site 5S.
Staff has no objection to a ROFR on 5S.
The total area of unimproved ground is 450,583 square feet at a rate of $.22 per square foot. Based on the
square footage of unimproved ground this lease will generate estimated revenue of $99,128.26 annually, or
$8,260.69 monthly. The total square footage for the ROFR lease site is approximately 7,600 square feet at
a rate of $.01 per square foot annually. Based on the square footage of ROFR this lease will generate
estimated revenue of approximately $76.00 annually. The total annual revenue generated from the lease
will be $99,204.26. Payment of rent for the lease sites will commence upon execution of the lease. Lease
site 5S is contingent upon completion of a ground survey.
TEXAV requests the approval of a Consent to Subleas e Agreement with Texas Aviation Services, Inc.,
who currently occupies the facilities. Texas Aviation Services, Inc. has contributed significantly in the past to
the success of Fort Worth Meacham International Airport through the successful promotion and
management of their facilities. As a result of the contributions made, staff is in support of the site lease.
The initial term of the lease shall commence on the date of its execution and expire on May 31, 2038 with
two five-year options to renew. Rental rates shall be as described in the Schedule of Rates and C harges in
effect at that time. Rental rates shall be subject to an increase on October 1st of any given year to reflect
the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment.
All agreement terms will be in accordance with established City and Aviation Department policies.
The property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Aviation Department will be responsible for the collection and deposit
of funds due to the City under this Agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 491352 0551101 $99,204.26
Submitted for City Manager's Office bv: Tom Higgins (6266)
Originating Department Head: Kent Penney (5403)
Additional Information Contact: Leah Jipp (5409)
Logname: SSTEXAV 4S Page 2 of 2