HomeMy WebLinkAboutContract 28386-CA1 CITY sECMARY
CONTRACT NO.
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 28386
(GROUND LEASE AGREEMENT—LEASE SITE 20N and 22N)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
28386 ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation, acting by and through Fernando
Costa, its duly authorized Assistant City Manager; TRAJEN FLIGHT SUPPORT L.P., d/b/a
ATLANTIC AVIATION ("Assignor" or "Lessee"), acting by and through LOUIS T.
PEPPER, its duly authorized Chief Executive Officer; and FW AMERICAN AERO LAND
COMPANY, LLC. ("Assignee"), a Delaware limited liability company, acting by and through
BOB AGOSTINO, its duly authorized Vice President.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. Lessor and Sterling-Fort Worth J.C., L.P., previously entered into City Secretary Contract
("CSC") No. 28386, a lease of real property at Fort Worth Meacham International Airport
("Airport") known as the Hangar 20N and 22N Lease Site ("Leased Premises"). The Lease is a
public document on file in Lessor's City Secretary's Office.
B. On or about January 14, 2003 (M&C L-13495) Lessee, Sterling-Fort Worth J.C., L.P.,
assigned all of Lessee's right, title and interest in the Leased Premises to Trajen Flight Support,
L.P., and Lessor consented to such assignment based on all terms and conditions set forth in the
Consent.
C. On or about March 4, 2003 (M&C C-19504), Lessor consented to the execution of a
Deed of Trust Lien between Lessee and Merrill Lynch Capital, a division of Merrill Lynch
Business Financial Services, Inc., as amended on July 25, 2005 by Lessee and Merrill Lynch
Capital.
D. On or about April 17, 2007 (M&C C-22069), a name change request was granted from
"Trajen Flight Support" to "Atlantic Aviation" ("Lessee") as Trajen Holdings Inc., the parent
company of Trajen Flight Support, L.P. through a series of wholly owned companies, was
acquired through a 100 percent (100%) stock transaction by Atlantic Aviation FBO Inc., and
Lessor acknowledged such purchase.
E. 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.
OFFICIAL RECORD
Consent to Assignment of CSC No. 28384 CITY SECRETARY
by Atlantic Aviation to FW American Aero Land Company,LLC �, „�..� TXPage 1 of 5
AGREEMENT:
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 right, 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 ("Effective
Date"). The Lease is incorporated herein by reference for all purposes. The Assignment, dated
as of 1,.1I\1 [u , 2012, is a public document on file in Lessor's City
Secretary's Office nd 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 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.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Consent to Assignment of CSC No.28384
by Atlantic Aviation to FW American Aero Land Company,LLC
Page 2 of 5
IN Wi"N`—SS WHE +'�F', he parties hereto have executed this Agreement in multiples on this
the Wy o:f ,2012.
CITY OF FOR. WORTH:
By: ski 4.. 4'
Fernando Costa
Assistant City Manager
Date:
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.
GIVV UNDER MY HAND AND SEAL OF OFFICE this _ / day
, 2012.
w1�,Y rY EVONIA DANIELS
MY COMMISSION EXPIRES
duty 10,2013 4otaryPublic in and for the State of Texas
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
01,q. oF�RBy: �i cti�/kt
— — By: o o°� ��A
Charlene Sanders Mary J. K s �Y
Ary 1�g o
Assistant City Attorney City Secretary �° °S4
c o° F
f
e
0 °
0
000o00°0
° 41
aaaa�nLcX
Date:
Consent to Assignment of CSC No.28384
by Atlantic Aviation to FW American Aero Land Company,LLC OFFICIAL RECORD
Page 3 of 5 CITY SECRETARY
FT. WORTH, TX
ASSIGNOR: ATTEST:
TRAJEN FLIGHT SUPPORT L.P.
By: By: az'�rz&
Louis T. Peppe
Chief Executive Officer
Date: I Z
STATE OF TEXAS §
COUNTY OFO"N §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Louis T. Pepper, 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
Trajen Flight Support L.P. and that he executed the same as the act of Trajen Flight Support
L.P. for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ day
I , 2012.
Nota Public in d for Me State of Texas
VIRGINIA Jill BAKER
My Commission Expires
5
September 23,2015
Consent to Assignment of CSC No. 28384
by Atlantic Aviation to GHA Terminal, LLC
Page 4 of 5
ASSIGNEE: ATTEST:
FW AMERICAN
AERO LAND COMPANY,LLC
By. B}. I
Bob Agosh
Vice Presid6nt
Date: A04 —
STATE OF TEXAS §
COUNTY O — §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Bob Agostino, 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 FW
American Aero Land Company, LLC and that he executed the same as the act of FW American
Aero Land Company, LLC for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �, 1� day
2012.
►,, CHRIS YOUNG Notary Public in an or the tate of Texas
« NOTARY PUBUC
STATE OF TEXAS
of my Comm.Exp.02-16-2015
Consent to Assignment of CSC No.28384
by Atlantic Aviation to FW American Aero Land Company, LLC
Page 5 of 5
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/10/2012
DATE: Tuesday, July 10, 2012 REFERENCE NO.: **C-25701
LOG NAME: 55FTW ASSIGN FWAMERICAN AERO LAND
SUBJECT:
Authorize Execution of Consent to Assignment of Four Ground Lease Agreements by Atlantic Aviation
Services to FW American Aero Land Company, LLC, and Issue a Lessor Estoppel Certificate for Lease
Sites 17N, 19N, 20N, 22N and 11 S 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 of four ground
lease Agreements by Atlantic Aviation Services to FW American Aero Land Company, LLC, and issue a
lessor estoppel certificate for lease sites 17N, 19N, 20N, 22N and 11 S at Fort Worth Meacham
International Airport.
DISCUSSION:
Atlantic Aviation Services (Atlantic) currently holds the following lease Agreements, as assigned to Atlantic
by M&C L-13495 approved on January 14, 2003:
1. A ground lease Agreement for Lease Site 17N, also known as City Secretary Contract(CSC) No.
28385. Lease Site 17N consists of 102,959.24 square feet of ground space and includes a 16,000 square
foot hangar at Fort Worth Meacham International Airport (Meacham Airport).
2. A ground lease Agreement for Lease Site 19N, also known as CSC No. 28387. Lease Site 19N
consists of 66,426.20 square feet of ground space and includes a 24,000 square foot hangar at Meacham
Airport.
3. A ground lease Agreement for Lease Sites 20N and 22N, also known as CSC No. 28386. Lease Sites
20N and 22N consist of 59,256.30 square feet of ground space and include a 12,100 square foot hangar
and a 16,000 square foot hangar at Meacham Airport.
4. A ground lease Agreement for Lease Site 11 S, also known as CSC No. 28389. Lease Site 11 S
consists of 5,160 square feet of ground space and includes a 2,500 square foot hangar at Meacham
Airport.
Staff has received a request from Atlantic to assign these four lease Agreements to FW American Aero
Land Company, LLC. Upon City Council approval, FW American Aero Land Company, LLC, will assume
oversight of all leasehold interests and obligations associated with the lease. Staff has no objection to this
request.
FW American Aero Land Company, LLC, has requested written assurance from the City of Fort Worth in
the form of a Lessor Estoppel Certificate that the Lease is currently in effect and that the City is not aware
of any defaults under the Lease at this time.
Logname: 55FTW ASSIGN FWAMERICAN AERO LAND Page I of 2
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION /CERTIFICATION:
The 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 Welsted (5402)
Additional Information Contact: Jonnie Huitt (5409)
ATTACHMENTS
1. 55FTW ASSIGN FW AMERICAN AERO LAND Exhibit A.pdf (Public)
2. 55FTW ASSIGN FWAMERICAN AERO LAND Exhibit B.pdf (Public)
Logname: 55FTW ASSIGN FWAMERICAN AERO LAND Page 2 of 2