HomeMy WebLinkAboutContract 36111 = CIT1/ SECRETARY
• CONTRACT NO. nt
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 25212
AS PREVIOUSLY AMENDED
GROUND LEASE AGREEMENT
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
25212, AS PREVIOUSLY AMENDED ("Consent") is made and entered into by and between
the CITY OF FORT WORTH, TEXAS ("Lessor"), a home rule municipal corporation
organized under the laws of the State of Texas, acting by and through Marc Ott, its duly
authorized Assistant City Manager; SANDPIPER AIRPORT INN, INC. ("Assignor" or
"Lessee"), acting by and through Timothy D. Woodard, its duly authorized President, and
WOODARD AVIATION HOLDINGS LTD., ("Assignee"), acting by and through Carl D.
Woodard, Vice President of Woodard Group, LLC, its General Partner.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. Lessor and Sandpiper Airport Inn, Inc., previously entered into City Secretary Contract
("CSC") No. 25212, an Unimproved Ground Lease for the lease and use of real
property known as the Hangar 1 South Lease Site and any improvements and facilities
thereon ("Leased Premises") at Fort Worth Meacham International Airport
("Airport").
B. CSC No. 25212 was subsequently amended by CSC Nos. 26073, 27689 and 33999 to
modify the term, Leased Premises, and duties and obligations of the parties, (collectively
referred to as the "Lease"). The Lease is a public document on file in Lessor's City
Secretary's Office.
C. Lessor previously consented to the sublease of the Premises to Texas Aviation
Services, which was previously owned by Carl and Timothy Woodard.
D. Lessee now wishes to assign all of Lessee's 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.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Assignor and Assignee agree as follows:
1. Lessor hereby consents to an assignment by Assignor to Assignee of all rights, title and
interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as
of the last date that Lessor, Assignor and Assignee have executed this Consent("
Date"). The Lease is incorporated herein by reference for all purposes. Th Ag,sd '�
document is attached hereto as Exhibit "A."
Consent to Assignment of CSC No.25212,as previously amended and assigned, '
by Sandpiper Airport Inn,Inc.to Woodard Aviation Holdings,Ltd.
Page 1
2. Lessor does not adopt, ratify or approve any of the particular provisions of the
Assignment document: and does not grant any right, privilege or use of the Leased Premises 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
document, the Lease shall control.
3. Lessor hereby consents to the Assignment expressly upon (i) the condition that all liens
on the Premises have been discharged and all outstanding City taxes on the Premises and/or any
improvements, appurtenances or personal property thereon have been paid and (ii) 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 and Assignee will be jointly and severally
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 of this Assignment and (ii) for any damages,
including, but not limited to, property loss, property damage and/or personal injury off any kind,
including death, to the extent caused by Assignor, its officers, agents, servants, employees or
subcontractors.
5. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
Consent to Assignment of CSC No.25212, as previously amended and assigned,
by Sandpiper Airport Inn,Inc.to Woodard Aviation Holdings,Ltd.
Page 2
CITY OF FORT WORTH: ATTEST:
i
By: By:
Marc Ott Marty Hendrix
Assistant City Manager City Secretary
Date: —0
APPROVED AS TO FORM AND LEGALITY:
B .
Maleshia B. Farmer
Assistant City Attorney
Contract Authorization:
M&C: C-22450
Date Approved: 10/16/07
STATE OF TEXAS §
COUNTY OF TARRA114T §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Marc Ott, 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
2007.
,. �. HETTIE LANE
k4y COMMISSION EXPIRES Notary Public in and for the State of Texas
July 28,2011
Consent to Assignment of CSC No.25212,as previously amended and assigned,
;� P y g
by Sandpiper Airport Inn,Inc.to Woodard Aviation Holdings,Ltd.
Page 3
SANDPIPER AI ORT INv'N, INC.:
I
By: te
Timothy D. , oodard
President
Date: �7 �/ C 7
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 Timothy 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
Sandpiper Airport Inn, Inc. and that he executed the same as the act of Sandpiper Airport Inn,
Inc. for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEiv UiV DER MY HAND AND SEAL OF OFFICE this o day
2007.
�
Notary Public in and k the State of Texas
LISA M. HALL
VARY MW STATE OF TEXAS
COMMISSION EMPIRES:
JULY 20, 2010
Consent to Assignment of CSC No.25212,as previously amended and assigned,
by Sandpiper Airport Inn,Inc.to Woodard Aviation Holdings,Ltd.
Page 4
WOODARD AVIATION HOLDINGS, LTD.:
By: Woodard Group, LLC, its General Parnter
By: cG1
Carl D. Woodard
Vice President
Date:'4 �&/-5 Ogz
STATE OF TEXAS §
COUNTY OF &,rr 6u& §
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 Group,LLC on behalf of Woodard Aviation Holdings,Ltd., and that he executed the
same as the act of Woodard Group,LLC on behalf of Aviation Holdings,Ltd., for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4-1tt1- day
2007.
Notary Public in and for e State of Texas
,r,► LISA M. HALL
NOTARY MC STATE OF TEYAS
COIIIIISSION EXPIRES:
JULY 20, 2010
Consent to Assignment of CSC No.25212,as previously amended and assigned,
by Sandpiper Airport Inn,Inc.to Woodard Aviation Holdings,Ltd.
Page 5
EXHIBIT "A"
ASSIGNMENT OF LEASE,
BILL OF SALE,AND
ASSIGNMENT OF SUBLEASE
(Lease Sites 1-S and]-S-D-S,Meacham Airport)
This ASSIGNMENT OF LEASE, BILL OF SALE, AND ASSIGNMENT OF
SUBLEASE ("Assignment") is made between SANDPIPER AIRPORT INN, INC. ("Assignor"
or "Lessee"), a Texas corporation, and WOODARD AVIATION HOLDINGS, LTD..
("Assignee"), a Texas limited partnership..
I. Recitals
A. Assignor as "Lessee" and City of Fort Worth, Texas, as "Lessor" previously
entered into a GROUND LEASE AGREEMENT dated September 8, 1999 (City Secretary
Contract No. 25212), for the lease and use of certain land known as the Hangar 1- South lease
site at Fort Worth Meacham International Airport(the"Leased Premises")..
B. The GROUND LEASE AGREEMENT was subsequently amended by
AMENDMENT NO. 1, executed July 21, 2000 (City Secretary Contract No. 26073),
AMENDMENT NO. 2, effective April 29, 2002 (City Secretary Contract No. 27689), and
AMENDMENT NO. 3, executed as of September 8, 2006 (City Secretary Contract No. 33999).
The GROUND LEASE AGREEMENT and the three amendments are all a matter of public
record in the office of the City Secretary for,the City of Fort Worth, Texas, and are incorporated
into this Assignment by reference for all purposes,. The GROUND LEASE AGREEMENT as
amended is referred to in this Assignment as the"Lease."
C. A copy of the GROUND LEASE AGREEMENT on Lease Site No. 1-S, as
amended (including the addition of Lease Site No. 1-S-D-S as part of AMENDMENT NO. 1),
has been delivered to Assignee. In addition, a Map showing the location of the Leased Premises
is attached to this Assignment as Exhibit "A'; the Legal Description of Lease Site No. 1-S (as
previously amended) is attached to this Assignment as Exhibit "B-1"; and the Legal Description
of Lease Site No. 1-S-D-S is attached to this Assignment as Exhibit`B-2.." The attached exhibits
are incorporated into this Assignment for all purposes.
D. The Leased Premises were subleased from Lessee/Assignor to Texas Aviation
Services, Inc.., as sublessee, by a written Lease Agreement executed on September 14, 2006, and
the City as Lessor granted its advance written consent to such sublease in Paragraph 8 to
AMENDMENT NO. 3.
E. Lessee/Assignor now wishes to assign the Lease to Assignee, and Assignee
wishes to accept the assignment of the Lease, subject to receiving written consent from the City
as Lessor, as required by the terms of the Lease..
II. ASSIGNMENT OF GROUND LEASE AGREEMENT
In consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by this agreement,
Assignor hereby ASSIGNS to Assignee, and its successors-in-interest and assigns, all of
Assignor's right, title, and interest as Lessee in and to the Lease, together with all improvements
and facilities of whatever nature that are part of the Leased Premises. Assignee accepts the
assignment of the Lease and hereby agrees with Lessee/Assignor and 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/Assignor set forth in the Lease.
Assignor and Assignee hereby confirm that they each understand and agree that Assignor
and Assignee will be jointly and severally liable to Lessor for (1) any duty or obligation of
Lessee that Lessee was required by the Lease to undertake or perform prior'to the Effective Date
of this Assignment and(ii) for any damages, 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. As between themselves, however-,
Assignor and Assignee agree that Assignor shall be responsible for all such duties, obligations,
expenses, losses, damages, and liabilities arising from or relating to the Leased Premises during
the Lease and prior to the Effective Date, and Assignee shall be responsible for all such duties,
obligations, expenses, losses, damages, and liabilities arising from or relating to the Leased
Premises on and after the Effective Date.
III.BILL OF SALE
In consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by this agreement,
Assignor hereby BARGAINS, SELLS and DELIVERS to Assignee, and its successors-in
interest and assigns,the following-described personal property located in Tarrant County, Texas:,
any and all improvements, equipment, fixtures, and personal property of Assignor at Hangar 1-S
and used by Assignor as the Lessee of the Leased Premises from the City of Fort Worth, Texas,
or used by Assignor as sublessor to the sublessee(s) of the Leased Premises and Hangar 1-S.
IV.ASSIGNMENT OF SUBLEASE
In consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by this agreement,
Assignor hereby ASSIGNS to Assignee, and its successors-in-interest and assigns, all of
Assignor's right, title, and interest as sublessor to Texas Aviation Services, Inc., as sublessee,
under the Lease Agreement executed September 14, 2006 (the "Sublease"), and further described
in Paragraph I.D. above.
As part of the consideration for this Assignment of Sublease, Assignor is delivering to
Assignee any security deposit and prepaid rent relating to the Sublease, and a true and correct
copy of the Sublease.
Assignee accepts the assignment of the Sublease and hereby promises and covenants to
Assignor that, as of the Effective Date, Assignee will faithfully perform all duties and obligations
of Assignor set forth in the Sublease.
Assignor and Assignee hereby agree that Assignor shall be responsible for all duties,
obligations, expenses, losses, damages, and liabilities arising from or relating to its status as
sublessor under the Sublease prior to the Effective Date, and Assignee shall be responsible for all
such duties, obligations, expenses, losses, damages, and liabilities arising from or relating to the
Sublease on and after the Effective Date..
V. BINDING ON SUCCESSORS
This instrument binds and extends to the benefit of the parties and to their respective
successors-in-interest and assigns.
VI. SUBJECT TO CONSENT BY CITY OF FORT WORTH
This instrument is expressly made subject to the advance written consent by the City of Fort
Worth, Texas, as required by Section 16.1 of the Lease and Section 14.1 of the Sublease. If for any
reason such consent is not received before November 30, 2007, then this agreement may be
terminated by either Assignor or Assignee upon written notice to the other party.
Dated: Z , 2007 ("Effective Date").
ASSIGNOR: ASSIGNEE:
SANDPIPER AIRPORT INN,INC. WOODARD AVIATION HOLDINGS,LTD.
By: Woodard Group, LLC, Its General
Partner
BY:��� ��
Y
Timothy D oodard, President Carl D. Woodard,Vice President
ASSIGNMENT OF LEASE PAGE 3
STATE OF TEXAS )
COUNTY OF TARRA,NT )
This instrument was acknowledged before me on p• ('p- _, 2007, by TIMOTHY D.
WOODARD, PRESIDENT of SANDPIPER AIRPORT INN, INC., a Texas corporation, on behalf
of said corporation.
[seal]
LISA M. HALElie
------------
NOTAN MIDSIATEOFTUAScommission EXPIRES: Notary Public in an for the State of Texas
JULY 20, 2010
STATE OF TEXAS )
COUNTY OF TARRANT )
This instrument was acknowledged before me on NOV. 2007, by CARL D.
WOODARD, VICE PRESIDENT of WOODARD GROUP LLC, a Texas limited liability company,
on behalf of said limited liability company, in its capacity as General Partner of WOODARD
AVIATION HOLDINGS, LTD.., a Texas limited partnership, on behalf of said limited partnership.
[seal]
LISA M. HALL
NOTARIIPINlIUTATEOFTE M
+! • COMMISSION EXPIRES: Notary Public in an for the State of Texas
°F JULY 20, 2010
H:\Stot\RGWNWOODARD\Sandpipet\Assi-nment.doc
ATTACHMENTS:
EXHIBIT "A" — Map showing location of Lease Sites 1-S and I-S-D-S
EXHIBIT `B-I"— Legal Description for Lease Site I-S
EXHIBIT `B-2" — Legal Description for Lease Site 2-S-D-S
AssIGNMENT'OF LEASE PAGE 4
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FOFTWOFTH
Legal Description for;
Fort Worth International Airport
Lease Sitc No. IS
A parcel of land,being a portion of Block 2, Meacham Airport,according to plat,recorded in Cabinet A,
Slide 2445,Plat Records,Tarrant County,'Texas;also known as Fort Worth Meacham International
Airport,and being more particularly described as follows using the Texas Coordinate System, North
Central Zone,NAD 27,Coordinates and Bearings as follows:
Commence at a point in the west line of North Main Street and the north line of 38'h Street, said point
being an easterly southwest corner of said Meacham Airport,Thence: NORTH,739..07 feet,and WEST,
44.18 feet to a PK Nail with Shiner set for the POINT of BEGINNING of the herein described lease,said
point being the southeast corner of Lease Site 1 S,said point being the northeast corner of Lease Site 2S,the
Coordinates ofgaid POINT of BEGINNING are X=2,04i,644.37,Y=417,687..17;
Thence;North 89 degrees 36 minutes 00 seconds West,at 310.46 feet pass a PK Nail set for the northwest
comer of Lease Site 2S, in all.364.71 feet,to a mark X cut in concrete,fbr the southwest corner of
the herein described lease;
Thence;North 00 degrees 26 minutes 34 seconds East,405.82 feet,to a[nark X found in concrete, for the
most westerly northwest corner of herein described lease;
Thence;South 80 degrees 12 minutes 21 seconds East, 147.09 feet,to a PK Nail With Shiner set;
Thence;North 00 degrees 43 minutes 39 seconds East, 129.28 feet,to an PK Nail With Shiner Set,fbr•the
most northerly northwest corner of herein described lease;
Thence;South 89 degrees 16 minutes 21 seconds East, 194.50 feet,to a 5/8" It-on Rod with a Red Cap Set.
for the most northerly north east comer of the herein described lease:
Thence;South 00 degrees 30 minutes 21 seconds West,39,00 feet,to an PK Nail With Shiner Set;
Thence;South 89 degrees 29 minutes 39 seconds East,25.00 feet,to an PK Nail With Shiner Set,for the
most easterly north east corner of herein described lease;
Thence;South 00 degrees 30 minutes 2I seconds West,470.94 feet,to the Point of Beginning,and
containing 168,374 square feet of land.more or less.
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Surveyed on the ground in February, I999..
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ENGINEERING DEPARTMENT U
THE CITY OF FORT WORTH * 1000 THROCKMORT'ON STREET * FORT WORTH,Texas 76102-6311
(817) 871-7941 * FAX (817) 871-7854
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FoP,TWOF,TH
Legal Description for;
Fort Worth International Airport
Lease Site No. 1S-D-S
A parcel of land,being a portion of Block 2,Meacham Airport,according to plat.recorded in Cabinet A.
Slide 2445,Plat Records,Tarrant County,Texas,also known as Fort Worth Meacham International
Airport,and being more particularly described as follows using the Texas Coordinate System,North
Central Zone,NAD 27,Coordinates and Bearings as follows:
Commence at a point in the west line of North Main Street and the north line of 38`l'Street, said point
being an easterly southwest corner of said Meacham Airport,Thence:NORTH,783..81 feet,and WEST,
4.60 feet to a 5/8" Iron kod with a Red Cap set for the POINT of BEGINNING of the herein described
lease,said point being the south west corner of Lease Site I S-D-S,the Coordinates of said POINT of
BEGINNING are X=2,045,684.35,Y=417,731.9);
Thence;North 89 degrees 32 minutes 04 seconds West, 15.00 feet,to a Rail Road Spike set;
Thence;Generally along the west edge a concrete runner,North 00 de-rees 27 minutes S6 seconds East.
157.54 feet, to a Rail Road Spike set;
Thence;North 89 degrees 32 minutes 01 seconds West,4.60 feet,to a PK Nail with Shiner set;
Thence;North 00 degrees 27 minutes 56 seconds East,8.64 feet,to a PK Nail with Shiner set;
Thence;South 89 degrees 32 minutes 04 seconds East,4.60 feet,to a Rail Road Spike set;
Thence;Generally along,the west edge a concrete runner,North 00 degrees 27 minutes 56 seconds East,
85.67 feet,to a Rail Road Spike set;
Thence;South 89 degrees 32 minutes 04 seconds East, 15..00 feet,to a 518" Iron Rod with a Red Cap set:
Thence;South 00 degrees 27 minutes 56 seconds West,251.85 feet, to the Point of Beginning.and
containing 3,817 square feet of land,more or less.
Surveyed on the ground in February, 1999.
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ENGINEERING DEPARTMENT 3 ! 9
THE Crry OF FORT WORTH * 1000 THROCKMORTON STREET *-FORT WORTH,TEXAS 76102-6311
(817)871-794I * FAx (817) 871-7854
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/16/2007
DATE: Tuesday, October 16, 2007
LOG NAME: 55SAND TO TAS REFERENCE NO.: **C-22450
SUBJECT:
Authorize the Consent to Assignment of Unimproved Ground Lease Identified as City Secretary
Contract No. 25212, as Amended by City Secretary Contract Nos. 26073, 27689 and 33999, for
Lease Site 1 South at Fort Worth Meacham International Airport, by Sandpiper Airport Inn, Inc., to
Woodard Aviation Holdings, Ltd.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute written consent to
assignment by Sandpiper Airport Inn, Inc., of all right, title and leasehold interests in City Secretary Contract
No. 25212, as amended by City Secretary Contract Nos. 26073, 27689 and 33999, for Lease Site 1 South,
at Fort Worth Meacham International Airport, to Woodard Aviation Holdings, Ltd.
DISCUSSION:
The City previously executed a lease agreement with Mr. Don Hansen, owner of Sandpiper Airport Inn, Inc.,
now known as Sandpiper Aviation, under CSC No. 25212, as amended by CSC Nos. 26073, 27689 and
33999. On May 16, 2006, (M&C C-21462) City Council approved a lease extension for Lease Site 1 South
between Sandpiper Airport Inn, Inc., for the reconfiguration of the facility from a hotel into a hangar for
additional aircraft storage.
On September 9, 2006, Mr. Don Hansen, of Sandpiper Aviation, and Carl and Timothy Woodard, of
Woodard Aviation Holdings, Ltd., entered into a sublease agreement for lease site 1 South, with the City's
approval via CSC No. 33999. Since that time, Woodard Aviation Holdings, Ltd., has purchased controlling
interest in Sandpiper Airport Inn, Inc., for Lease Site 1 South.
Sandpiper Aviation and Woodard Aviation Holdings, Ltd., have requested that the existing lease plus all
amendments be assigned to Woodard Aviation Holdings, Ltd. This would transfer all rights, title and interest
from Sandpiper Airport Inn, Inc., to Woodard Aviation Holdings, Ltd. Upon City Council approval, Woodard
Aviation Holdings, Ltd., will assume oversight of all leasehold interests and obligations associated with the
lease.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
The Aviation Advisory Board unanimously approved this recommendation on September 15, 2007.
FISCAL INFORMATION/CERTIFICATION:
Logname: 55SAND TO TAS Page 1 of 2
a i
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for Citv Manager's Office bv. Marc Ott(8476)
Originating Department Head: Tom Higgins(Acting)(5403)
Additional Information Contact: Angie Highland (5402)
Logname: 55S7 TO TAS Page 2 of 2