HomeMy WebLinkAboutContract 43426 (2)CITY SECRETARY'
CONTRACT NO. '1 �Z�• • Ea I
LANDLORD ESTOPPEL CERTIFICATE
This Landlord Estoppel Certificate is made as of ,' , tt- , 2012 by the City of Fort
Worth, State of Texas (the "City"), for the benefit of FW erican Aero, LLC, a Delaware
Limited Liability Company ("FW Aero"), FW American Aero Land Company, LLC, a Delaware
Limited Liability Company ("FW Land"), and for the purposes of Item 5 in the Recitals below,
GHA Terminal, LLC, a Delaware limited liability company ("GHA").
Recitals
The City and Atlantic Aviation Services ("Existing Tenant") are parties to those certain
Agreements and Leases at Fort Worth Meacham International Airport as follows:
1. Tank Farm Lease and Public Fueling Agreement — City Secretary Contract No.
35504, July 9, 2007;
2. Ground Lease Agreement — Hangar 17N Lease Site — City Secretary Contract No.
28385, February 17, 2003;
3. Ground Lease Agreement — Hangar 19N Lease Site — City Secretary Contract No.
28387, February 17, 2003;
4. Ground Lease Agreement — Hangar 20N/22N Lease Site — City Secretary
Contract No. 28386, February 17, 2003;
5. Hangar Lease Agreement — Hangar 11N Lease Site — City Secretary Contract No.
28384, February, 17, 2003
Amendment No. 1 to Hangar Lease Agreement 11 N - City Secretary Contract
No. 31744, April 20, 2005; and
6. Ground Lease Agreement — Hangar 11 S Lease Site — City Secretary Contract No.
28389, February 17, 2003
The Tank Farm and Ground Leases and any Amendments thereto are collectively referred
to as the "Ground Leases".
The City acknowledges that FW Aero, the parent of FW Land and an affiliate of GHA,
has agreed to purchase certain assets and assume certain liabilities of Existing Tenant pursuant to
an Asset Purchase Agreement ("Purchase Agreement"), between FW Aero and Existing Tenant,
including, without limitation, the leasehold interest of Existing Tenant in the Ground Leases (the
"Transaction"). The City further acknowledges that this Landlord Estoppel Certificate is a
condition to the closing of the Transaction and the other transactions contemplated by the
Purchase Agreement.
OFFICIAL RECORD
CITY SECRETARY
F'1'. WORTH, TX
07-20_7 PO4:45
Further, the City acknowledges that FW Aero, as the parent of FW Land and an affiliate
of GHA, may assign all, or any portion, of its rights in the Transaction, including but not limited
to, its right to acquire the leasehold interest in the Ground Leases to FW Land and/or GHA.
In consideration of the foregoing, the City, for the benefit of FW Aero, FW Land, and
GHA hereby certifies as follows:
1. Estoppel.
(a) The documents referred to above as comprising the Ground Leases are the
only documents which constitute the Ground Leases, and the Ground Leases are in full force and
effect and have not been modified changed, altered or amended in any respect.
(b) The Ground Leases are the only agreements between the City and the
Existing Tenant relating to the Existing Tenant's fixed base operations at the Fort Worth
Meacham International Airport and, together with the minimum standards and other general
regulations that may apply to the lessee under the Ground Leases, contain the entire agreement
and understanding of the City and the Existing Tenant with respect thereto. The Existing Tenant
is the current holder of the leasehold interest in the premises under the Ground Leases
(c) To the best knowledge of the City, no monetary or non -monetary default
by Existing Tenant presently exists under the Ground Leases and no state of facts exist which
with the passage of time or giving of notice, or both, would constitute a default by the Existing
Tenant under the Ground Leases.
(d) To the best knowledge of the City, no monetary or non -monetary default
by the City presently exists under the Ground Leases 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
Ground Leases.
(e) The City has not taken, and does not currently anticipate taking any action
to, or that would, teinuinate the Ground Leases.
(f) All improvements, facilities, work and alterations required to be furnished
by the Existing Tenant under the Ground Leases have been satisfactorily constructed.
(g) Current monthly Rents under the Ground Leases are listed on Attachment
A and made a part hereof.
(h) Fuel Flowage Fees associated with aviation fuels delivered to the
Premises under the Tank Faini Lease and Public Fueling Agreement are currently $0.12 per
gallon of all gallons delivered to the Premises. No other additional rent is payable under the Tank
Farm Lease and Public Fueling Agreement.
(i) Existing Tenant is current in the payment of any and all rent and any other
charges required to be paid by Existing Tenant under the Ground Leases, which amounts have
been paid through the month of June 2012.
(j) There are no escrows or other deposits from Existing Tenant held by the
City pursuant to the Ground Leases.
(k) Pursuant to the Ground Leases, the tern of the Ground Leases expire on
July 31, 2032 at 11:59 PM. The Existing Tenant does not have a right to extend the teini of the
Ground Leases.
2. Miscellaneous. The undersigned is a duly appointed representative of the City,
authorized to deliver this Landlord Estoppel Certificate on behalf of the City In this Landlord
Estoppel Certificate, where there is a representation based on the City's knowledge, that
representation is made solely upon the actual knowledge or awareness of the undersigned
following such consultation with current airport staff as the undersigned has deemed appropriate.
The City agrees that FW Aero, FW Land, and GHA may rely upon this Landlord Estoppel
Certificate in connection with the Purchase Agreement, and the City agrees that the benefits
hereof shall run to FW Aero, FW Land, and GHA and their respective successors and assigns.
3. Consent to Assignment of Ground Leases. The City hereby consents to the
assignment of the Ground Leases by the Existing Tenant to FW Land and GHA, and
acknowledges that the execution and delivery of an Assignment of Leases to FW Land and GHA
(the "Assignment' ) will not be a default under the Ground Leases.
[Signature page follows.]
Date:
IN WIT SS
the ," ��� clay of the ;9 �'7' aay of
REOF, the parties hereto have executed this Certificate in multiples on this
, 2012.
CITY OF FORT WORTH:
--)akilatis
By: 4 COL—.
Fernando Costa
Assistant City Manager
Date: 7/18/12
STATE OF TEXAS §
COUNTY OF TARRANT §
oW
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.
G N UNDER MY HAND AND SEAL OF OFFICE this iv day
2012.
1 illli I L I. .
l
.l
EVONIA DANIELS
MY COMMISSION EXPIRES
July10,2013
•
•
APPROVED AS TO FORM
AND LEGALITY:
Charlene Sanders
Assistant City Attorney
M&C: -2Cib\
tJ! , O. ZU2,
Q
iltadead
Notary Public in and for the State of Texas
ATTEST:
B
ary J. K
City Secre
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Attachment A
Current Monthly Rents
Lease Current Monthly Rent
1. Tank Faun $ 370.00
2. Hangar 17N $6,862.31
3. Hangar 19N $5,694.59
4. Hangar 20N/22N $8,755.36
5. Hangar 11N $9,276.57
6. Hangar 11 S $ 564.02
City of Fort Worth, Texas
Mayor and ouncil ommunication
COUNCIL ACTION: Approved on 7/10/2012
DATE: Tuesday, July 10, 2012
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)
REFERENCE NO.: **C-25701
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 1 of 2
F rt 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 Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Bill Welsted (5402)
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
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/10/2012
DATE• Tuesday, July 10, 2012 REFERENCE NO.: **C-25702
LOG NAME: 55FTW ASSIGN FWAMERICAN AERO OPERATING
SUBJECT:
Authorize Execution of a Consent to Assignment of a Tank Farm Lease and Public Fueling Agreement and
a Fixed Base Operator Permit by Atlantic Aviation Services to FW American Aero Operating Company,
LLC, and Issue a Lessor Estoppel Certificate for Fuel Farm Site No. 1 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 a tank farm
lease and public fueling Agreement and a fixed base operator permit by Atlantic Aviation Services to FW
American Operating Company, LLC, and issue a lessor estoppel certificate for Fuel Farm Site No. 1 at
Fort Worth Meacham International Airport.
DISCUSSION:
Atlantic Aviation Services (Atlantic) currently holds a lease Agreement for Fuel Farm Site No. 1, also
known as City Secretary Contract No. 35504 and as assigned to Atlantic by Mayor and Council
Communication (L 13495) approved on January 14, 2003 Fuel Farm Site No. 1 consists of 3,600 square
feet of improved property at Fort Worth Meacham International Airport.
Staff has received a request from Atlantic to assign the tank farm lease and public fueling Agreement and
Fixed Base Operator (FBO) permit to FW American Aero Operating Company, LLC. Upon City Council
approval, FW American Aero Operating 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 Operating 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
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 bv:
Fernando Costa (6122)
Logname: 55FTW ASSIGN FWAMERICAN AERO OPERATING Page 1 of 2
Oriqinatina Department Head:
Additional Information Contact:
Bill Welsted (5402)
Jonnie Huitt (5409)
ATTACHMENTS
1. 55FTW ASSIGN FWAMERICAN AERO OPERATING Exhibit A.pdf (Public)
Logname: 55FTW ASSIGN FWAMERICAN AERO OPERATING Page 2 of 2
City of Fort Worth, Texas
Mayor and ouncil Communication
COUNCIL ACTION: Approved on 7/10/2012
DATE: Tuesday, July 10, 2012
LOG NAME: 55FTW ASSIGN GHA TERMINAL
SUBJECT
REFERENCE NO.: **C-25703
Authorize Execution of a Consent to Assignment of a Hangar Lease Agreement by Atlantic Aviation
Services to GHA Terminal, LLC, and Issue a Lessor Estoppel Certificate for Lease Site 11 N 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 a hangar
lease Agreement by Atlantic Aviation Services to GHA Terminal, LLC, and issue a lessor estoppel
certificate for Lease Site 11 N at Fort Worth Meacham International Airport.
DISCUSSION:
Atlantic Aviation Services (Atlantic) currently holds a hangar lease Agreement for Lease Site 11 N, also
known as City Secretary Contract (CSC) No. 28384, amended by Amendment No 1, CSC No. 31744, as
assigned to Atlantic by M&C L 13495 approved on January 14, 2003. Lease Site 11N consists of 245,512
square feet of ground space and includes a 32,380.58 square foot hangar at Fort Worth Meacham
International Airport.
Staff has received a request from Atlantic to assign the lease Agreement to GHA Terminal, LLC. Upon
City Council approval, GHA Terminal, LLC, will assume oversight of all leasehold interests and obligations
associated with the lease. Staff has no objection to this request
GHA Terminal, LLC, has requested written assurance from the City of Fort Worth (City) 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
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 Manaaer's Office bv:
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Bill Welsted (5402)
Jonnie Huitt (5409)
ATTACHMENTS
1. 55FTW ASSIGN GHA TERMINAL Exhibit A (3).Ddf (Public)
Logname 55FTW ASSIGN GHA TERMINAL Page 1 of 1