HomeMy WebLinkAboutContract 43241 (2)C1TV SECRETARY
CONTRACT NO
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City Secretary Contract No.
BILL OF SALE
FORT WORTH AIR AND SPACE MUSEUM FOUNDATION
CITY OF FORT WORTH
This BILL OF SALE is entered into by and between the City of Fort Worth (hereafter "City"
or "Buyer"), a Texas municipal corporation situated in Tarrant, Denton and Wise counties, Texas
with principal location at 1000, Throckmorton Street, Fort Worth, Texas 76102, and the Fort
Worth Air and Space Museum Foundation (hereafter the "Foundation" or "Seller"), a Texas
non-profit entity, with its business address at P.O. Box 122388, Fort Worth, Texas 76121.
RECITALS:
WHEREAS, on January 25, 2011, the Fort Worth City Council authorized a loan agreement
between the City and the Foundation for the City to loan the Foundation an amount up to $3
million to assist the Foundation with the creation of a temporary travelling exhibition as the first
step in the development of an Air and Space Museum in Fort Worth; and
WHEREAS, the Foundation used the loan proceeds to construct the traveling Aviation
Exhibition "Ascent... When Dreams Defy Gravity," which is an 8,500 square -foot exhibition
designed to capture the legacy of aerospace innovation and achievement in North Texas; and
WHEREAS, the final loan amount was approved for an amount not to exceed $2,548,100.00.
All loan proceeds plus interest were to be repaid to the City by September 30, 2011. The loan is
the general obligation of the Foundation and is secured by a lien on and security interest, in favor
of the City, in all personal property and real property owned by the Foundation, including the
Exhibition and any pledges received by the Foundation; and
WHEREAS, the Foundation has not collected enough funds to repay the loan to the City. The
total amount owed by the Foundation, principal plus interest, is $2,600,175.51. In lieu of
incurring legal and administrative fees to foreclose on the loan, the Foundation is willing to
transfer, and the City is willing to accept title to the Exhibition and all other assets of the
Foundation in lieu of full repayment of the loan.
AGREEMENT:
For the value of the consideration and the mutual promises and covenants set forth herein, the
Buyer and Seller hereby agree as follows:
Bill of Sale
City of Fort Worth / Fort Worth Air and Space Museum Foundation
Page 1 of 6
OFFICIAL RECORD
CITY SECRETARY
F7'. WORTH, TX
05-21-12 A03:23 IN
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City Secretary Contract No.
CONSIDERATION: Value of the release of Seller's obligations and indebtedness to Buyer,
principal plus interest, in the amount of TWO MILLION SIX HUNDRED THOUSAND ONE
HUNDRED SEVENTY FIVE AND 51/100 DOLLARS (US $2,600,175.51) (the "Loan")
pursuant to the Loan Agreement between Buyer and Seller, referenced as City Secretary Contract
No. 41669 entered into on or about April 8, 2011, and on file with Buyer's City Secretary.
TRANSFERRED PROPERTIES:
The following properties of Seller shall be transferred to Buyer pursuant to this Bill of Sale:
(1) Traveling Exhibition - The traveling Aviation Exhibition `Ascent... When Dreams Defy
Gravity" is an 8,500 square -foot exhibition designed to capture the legacy of aerospace
innovation and achievement in North Texas while immersing visitors in the fascinating
science and technology of flight (the `Exhibit"). The Exhibit is more fully described,
including component parts, inventory listing, and design plans, in the attached narrative
and inventory description list included as Attachment A-1, Exhibition Description. The
Exhibit is valued at approximately THREE MILLION FIFTY FOUR THOUSAND
THREE HUNDRED SEVENTY THREE AND 69/100 DOLLARS ($3,054,373.69).
(2) Loan Proceeds - Any and all amounts disbursed to Seller pursuant to the loan that have
not been expended, together with any and all proceeds, pledges, or other revenue derived
from the use or display of the Exhibit and any equipment used for purposes of display of
the Exhibition.
(3) All Other Assets of the Foundation - All other assets of Seller include all Accounts, all
Equipment, all Inventory, and all Proceeds, collectively referred to as all "Assets.'
Specifically, `Accounts" means all accounts, Pledge Collateral, general intangibles,
instruments, negotiable documents chattel paper, deposit accounts and intellectual
property "Equipment' means all equipment, furniture, furnishings and fixtures, including
all accessions and appurtenances to, renewals or replacements of or substitutions for any
Equipment, and all documents or certificates of title relating to the foregoing ` Inventory"
means all inventory, including without limitation materials supplies, artwork, artifacts,
air or space memorabilia returned or repossessed goods, goods in transit and goods held
by others under lease, consignment or other arrangements, and all documents or
certificates of title relating to the foregoing. Pledge Collateral" means all pledges made
by a person or entity to Seller's capital campaign. "Proceeds" means all products and
proceeds, in cash or otherwise.
RESERVATIONS FROM TRANSFER:
By execution of this Bill of Sale, the Buyer does not assume any other liabilities or outstanding
Bill of Sale
City of Fort worth / Fort Worth Air and Space Museum Foundation
Page 2 of 6
City Secretary Contract No.
debt, duties or obligations of Seller.
This Bill of Sale shall not apply to or operate to transfer any rights, title or interest in any items,
artifacts, artwork, or air or space memorabilia (` artifacts") that was previously on loan to Seller
from another party and used as a part of the Exhibit or otherwise as a part of any collection or
display. Seller agrees and warrants that it shall return all such artifacts to the rightful owner prior
to execution of this Bill of Sale.
EXCEPTIONS TO TRANSFER AND WARRANTY: None
WARRANTY AND TRANSFER: Seller, for the Consideration indicated above, and, unless
otherwise indicated herein without Reservation or Exception from Transfer, hereby sells,
transfers, and delivers the Transferred Properties to Buyer together with all and singular the
rights, title and interest and appurtenances thereto in any way belonging, to have and to hold it,
to Buyer and Buyer's heirs successors, and assigns forever. Seller binds Seller and Seller s heirs
and successors to warrant and forever defend, all and singular, the Transferred Properties to
Buyer and Buyer's heirs, successors, and assigns against every person whomsoever lawfully
claiming or to claim the same or any part thereof when the claim is by, through, or under Seller
SELLER HEREBY WARRANTS THAT NO LIENS OR ENCUMBRANCES EXIST
ON THE TRANSFERRED PROPERTTFS AND EXCEPT AS RECITED SELLER HAS
MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE TRANSFERRED
PROPERTI h S THAT HAS BECOME ANY BASIS OF THIS BARGAIN AND FURTHER,
SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE
TRANSFERRED PROPERT►I-S THAT WOULD CONFORM TO ANY SUCH
AFFIRMATION OR PROMISE. SELLER WARRANTS THAT THE TRANSFERRED
PROPERTII-aS SHALL BE FIT FOR THE PARTICULAR PURPOSE OF PROMOTING
SC►I NCE, TECHNOLOGY AND AEROSPACE DEVELOPMENT AND THAT THE
TRANSFERRED PROPERTI►- S SHALL BE IN GOOD AND WORKING CONDITION AND
SUITABLE FOR PUBLC DISPLAY.
Seller shall grant Buyer uninterrupted access and the right of peaceful entry to the
Transferred Properties within ten (10) business days of execution of this Bill of Sale. The parties
may agree to maintain the Transferred Properties at its current location at Buyer s expense, or
transfer the Properties to another location designated by Buyer. Seller shall fully cooperate with
Buyer to provide all necessary documents and records necessary to effect such access and
transfer. Buyer agrees to pay any and all fees and expenses related to storing and/or transferring
of the Properties, and to be wholly liable for the Transferred Properties after approval and final
execution of this Bill of Sale.
Bill of Sale
City of Fort Worth / Fort Worth Air and Space Museum Foundation
Page 3 of 6
2012.
A T
at1J. Kayser
City Secretary
City Secretary Contract No.
Execution of this Bill of Sale by an authorized representative of each party indicates the
acknowledgment, understanding, intention and agreement of each party to adhere to the terms set
forth herein.
BUYER, CITY OF FORT WORTH
Through its Aviation Department: a j
:kV
Fernando Costa
Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this Jr day of
•
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MARIA S. SANCHQ
MY COMMISSION EXPIRES
December 14, 2013
APPROVED TO FORM AND
LEGALITY:
Maleshia B. armer
Assistant City Attorney
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Bill of Sale
City of Fort Worth / Fort Worth Air and Space Museum Foundation
Page 4 of 6
Public in and for the State of Texas
CONTRACT AUTHORIZATION:
M&C:
Approved:
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C-25484
3/6/2012
FFIC IAL RECOMJI
CITY SECRETARY R
Ft WpTq TA
1
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City Secretary Contract No.
SE LER, F G WORTH AIR AND
SP CE MU FOUNDATION:
William W. Morris
Executor
P. O. Box 122388
Fort Worth, Texas 76121
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared William W. Morris 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
Fort Worth Air and Space Museum Foundation, and that he executed the same as the act of
the Fort Worth Air and Space Museum Foundation for the purposes and consideration therein
expressed and in the capacity therein stated.
2012.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1'1 es. dayof Si
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. /sit ) • fr
�,,.0011 pvs�,,, Nota .� Public in and for the State of Texas
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-Feist.... t% •'gni int.
JONNIE RENEE' HUITT
Notary Public, State of Texas
My Commission Expires
May 20, 2014
Bill of Sale
City of Fort Worth / Fort Worth Air and Space Museum Foundation
Page 5 of 6
ATTACHMENT A-1
City Secretary Contract No.
EXHIBITION DESCRIPTION
Bill of Sale
City of Fort Worth / Fort Worth Air and Space Museum Foundation
Page 6 of 6
Ascent ... When Dreams Defy Gravity
Exhibition Description (Narrative)
Exhibition Walk -Through
Overview
Ascent ... When Dreams Defy Gravity, an 8,500 square -foot exhibition, captures the rich legacy of aerospace innovation and
achievement in North Texas, while immersing visitors in the fascinating science and technology of flight. With exciting audio-visual
components and hands-on activities, Ascent engages visitors of all ages in the magic of aviation.
Fuselage of Innovation
This dramatic entrance shaped like the fuselage of an aircraft guides visitors through an audiovisual dreamscape. A background of
fabric panels illuminated by theatrical lighting depicts the ascending levels of the atmosphere, reaching into space. Visitors are
surrounded by images of innovative aircraft and aviation trailblazers past and present. As visitors explore the fuselage, they listen to
inspirational commentary from and about local aerospace visionaries, pilots, business leaders, and more.
B-36 Peacemaker Fun Zone
In this zone visitors meet the Convair B-36 Peacemaker, an enormous bomber once built in the 1940s and 50s at Fort Worth's Air
Force Plant 4. They lie on their backs and glide through the replicated communications tube of the B-36, which gave the crew a way
to travel in pressurized safety between the forward (front) and aft (back) compartments. In the same area, graphic panels put the
plane's size in perspective (it had a 230-foot wingspan), and show how the B-36 served as a test platform for seemingly outlandish
experiments. A video clip from the classic movie Strategic Air Command provides an accurate tour of the real plane.
North Texas: a Global Center for Innovation
Visitors discover how North Texas became a global leader in air and space technology, and is now home to more than 1,300
aerospace -related companies. The centerpiece of this area is a cylindrical mural by acclaimed museum artist Karen Carr. The
interactive mural allows visitors to explore the wide -reaching impact North Texas companies, innovators, and adventurers have had
on the world of aviation and space exploration, both through the design/manufacturing of aircraft and record -setting flights.
Through giant biographical panels, visitors get to know some of the pioneers who helped make North Texas a bright spot on the
aerospace map. Among them, brilliant engineers, fearless stunt pilots, and two women who soared above racial and gender barriers.
Separate sections later in the exhibition include a pictorial timeline of 100 years of aviation history in North Texas, as well as
visualizations of the region's prominence in general, commercial, and military aviation.
Dare to Dream Theater
Visitors take a seat in the theater to see "Dare to Dream," an original HD video with
thrilling aviation footage and insightful commentary from innovators in the North Texas
aerospace community. The six -minute video features the dreamers, designers,
builders, marketers, and flyers who pushed the limits and helped establish North
Texas as a global center of aerospace innovation. "Dare to Dream" celebrates the
creative process and teamwork behind aircraft development, and emphasizes the
innate human traits that drive us to ever greater achievements.
Modern Process of Aircraft Development
In this introduction to the following galleries, a large diagram provides an overview of
how today's sophisticated aircraft are designed and built through phases including customer criteria; conceptualization; concept
evaluation; design and prototype; preproduction and full production.
Quote from 'Dare to Dream'
"We build airplanes; we try to emulate birds,
and we are not even close to what they can
do. We have not reached the limit of what is
possible in the aerospace business."
-- Richard Spivey, former Director of
Tiltrotor Business Development, Bell
Helicopter
`Design' Gallery
It takes large teams of diverse professionals and years — sometimes decades — of work to bring today's complex aircraft to life. The
"Design" gallery walks visitors through the stages of aircraft design, from the earliest vision of what could be, to the trial -and -error
process that ultimately yields a production -worthy aircraft. The star of this gallery is the Bell -Boeing V-22 Osprey, which after
decades of experimental development, became the first tiltrotor aircraft to enter manufacturing and now plays an integral role in the
U.S. Military. Visitors get to see how the V-22's engineers learned from the progression of earlier tiltrotor designs and other whimsical
aircraft with names like "Pogo" and "Flying Pancake." They watch a video of the unmistakable Osprey in action, and get a close-up,
cut -away look at the moving inner works of the proprotor gearbox that makes the V-22 so remarkable.
The Design gallery also shares the story of a remarkable prototype capable of Vertical Take -Off and Landing (VTOL), the gyro -
planes of Carter Aviation Technologies, which company president Jay Carter believes could one day be commonplace in American
households.
Kids get to have fun at the interactive rubbing station, where they can design their own aircraft using various parts of planes, insects,
and birds.
'Earn Your Wings' Design Lab
Visitors put their aeronautical skills to the test, in this hands-on laboratory where the sky is no limit. They start by conducting a series
of experiments: testing the lift characteristics of different airfoils (wing shapes) in a wind tunnel; exploring the science of how aircraft,
missiles and rockets use gyros for stabilization and navigation; and then seeing a "hair raising" demonstration to learn how aircraft
discharge potentially dangerous static electricity through a device called a "wick." They can also have some fun by designing and
building a helicopter or jet with Legos.
Next, visitors work with giant touch -screen computers to tackle one of three design modification challenges. With their choice of
engines, wings, and fuselage shapes, they are asked to determine how to modify a huge animal carrier jet to bear more weight,
equip an unmanned aerial vehicle (UAV) to fly higher, or make a small homebuilt plane fly faster. They get to design and test -fly their
own creations, and in the process, get a fascinating lesson in the physics of flight.
`Build' Gallery
In the "Build" gallery, visitors follow the steps of an aircraft on its way from design to production. Through panels and videos, they
learn how manufacturers perform rigorous testing of aircraft mockups and components using wind tunnels, structural tests, test
flights, and other methods.
The story of Air Force Plant 4, with its mile -long assembly line in Fort Worth, serves as a prime example of the evolution of aircraft
manufacturing technology. The same facility that once built huge World War I1 bombers now assembles the most hi -tech fighter jet on
earth, the Lockheed Martin F-35 Lightning II.
A special section on aircraft modification reveals how manufacturers extend the usefulness and marketability of great aircraft designs
by equipping them with new capabilities. The F-16 Fighting Falcon, for example, has been in production since 1976 and its many
variants have served in 26 countries. The Boeing 747 has been modified to carry space shuttles on its back, serve as a mobile White
House command center, and create a flying NASA observatory.
Finally, an interactive station lets visitors test their plane -building prowess in an electronic riveting race against Rosie the Riveter.
The other side of the station features a wing section of the BT-13 Valiant, showing various materials used to construct aircraft.
`Fly' Gallery
The "Fly" gallery explores the wide variety of modern aircraft and their diverse purposes, from recreational ultra -lights, to massive
cargo jets, to agricultural "crop dusters" and commercial space vehicles.
Visitors meet daring aerobatic pilots who perform amazing, precision maneuvers for our amusement. They get a glimpse inside a
FedEx Express regional hub, and the sophisticated transportation logistics and technology that help them deliver 100,000 packages
every day. They learn how Leland Snow's "Air Tractors" help farmers grow healthy and abundant crops, and how Careflite saves
lives by transporting critical patients to hospitals. And they witness the future of space travel through Armadillo Aerospace's rocketry
work, which they hope will one day put tourists in orbit.
At another interactive station, visitors compare the sounds of various aircraft to the familiar sounds of everyday life, and find out
which is louder: a 747 or a bunch of crying babies. A video provides a tour of DFW International Airport's Noise Compatibility Center,
which works to reduce the impact of aircraft noise on surrounding communities.
Bigger, Faster, Farther
Mankind has a relentless desire to push the boundaries of what is possible in an aircraft. The "Bigger, Faster, Farther" area
showcases many amazing aircraft and their ambitious pilots who dared to go above and beyond. Visitors walk through a timeline of
aviation history, as record -setting flights were topped time and time again with longer distances, faster speeds, bigger aircraft, and
fewer stops. An inordinate number of these famous flights had North Texans at the controls, including round -the -world voyages by
Wiley Post, Ross Perot, Jr., and Jeana Yeager.
Aviation Art
Art plays a huge role in the conceptualization and marketing of aircraft, advertising for aviation companies, and documenting
aerospace history. Phenomenal reproductions of paintings and photos by renowned artists such as Alan Bean, Jay Miller, Keith
Ferris, Bill Dale, and Bob Cunningham, are displayed throughout the Ascent exhibition.
Area
#ntra Area
Intro Graphics
Elements
#fuselage; nf,inn„ovatiori " r ;° `:. .
Fuselage Structure
Fuselage Display Cases
Fuselage Graphic Panels
Fuselage Track Lighting
Fuselage Carpeting
Fuselage Display Case Safety Railing
B-36, Fun.Zone'
Macro Inventory with Description
Exhibition: Ascent... When Dreams Defy Gravity
Total Square Footage Required for Full Show: 8,500
Description
Freestanding fabric graphic panels with an
aluminum framework, liner fabric, black back
fabric, base plates
Mock fuselage made in 9 sections. Each section
made up of 3 curved units (left, right and top).
Display cases with custom artifact mounts and
case graphics. Cases are internally lit with
custom LED light panels. Cases have custom
curved fronts to resemble a window in the
fuselage of an aircraft.
Fabric graphic panels that attach to the fuselage
structure to form a unified translucent & opaque Size: 35"W x 88-3/4"H
graphic.
Low voltage track lights that affix to the top of the
fuselage structure with 24 LED MR-16 light 2 rows, 24'L each
fixtures. Remote transformers.
Custom carpet with inlaid aircraft silhouettes Size: 6'W x 27'L
Railing units that protect graphic panels around
the display cases.
Dimensions and Details
Approx. size: 60" x 90"
Reproduction of a B-36 Communications Tube.
This interactive experience allows for visitors to
Communications Tube Ride Interactive laydown on a creeper that rides on tracks and pull
themselves thru the tube from one end to the
other.
Graphic Panels Freestanding fabric graphic panels
Strategic Air Command Video
Global Impa9t
Modular Wing Wall with Graphics
Global Impact Interactive
re to Dream Theater
Personal Stories Graphic Panels
Pipe and Drape Theater
Video monitor on an aluminum stand with a
platform base to house the digital video playback
unit. Plays a clip (with closed captions) from the
movie Strategic Air Command about the B-36
bomber.
Wing -Shaped Wall Unit.
Exhibit with custom graphic map of the world by
Karen Carr Studios. Four digital picture viewers
with slide shows. Large curved dimensional title
letters on top of exhibit: "GLOBAL
INNOVATION".
Large fabric graphic panels
Fuselage assembly size: 10' W x 27' L x 8' H.
Size: 33-1/2"W x 67-3/8"H x 33-1/2"D
Approx. size• 35"W x 30"H x 27"D
Assembly consists of two large sections of tube
with two entry/exit platforms and bulkhead walls,
and one creeper system. Assembly size: 52-
11 /16"W x 28'-1/4"L x 54"H
Size: 84"W x 90"H
22" Flat panel monitor. Stand size: 24"X x 60"'H x
12"D
Size: 42" W x 90-3/16"H x 15-11/16D
6 ea. curved wall sections: 46-3/4"W x 87"H, 2
ea. base sections that join to create an 2-1/2"H x
8' dia. ring on which the wall structure sits. Title
letters: 11 "H x 2"D that affix to the top of the
structure.
Size: 84"W x 120"H
Pipe and drapes system to create Theater space "See Pipe and Drape Inventory
QTY
2
Additional Notes
Frames are shipped and stored assembled.
Graphics packed in black bags
27 units in Sections packed on 6 large pallets with custom
assembly blocking
2 Pad wrapped and packed on a pallet
23 Graphics packed in black bags
1 Lot
Track packed in tubes. Fixtures/lamps packed in
AV crate
1 Rolled on a tube.
2 Pad wrapped and packed loose
1 Lot Pad wrapped and packed onto two long pallets
for shipping
6
Frames packed in boxes. Graphics and fabric
pieces packed in black bags.
Stand pad wrapped and packed loose
4 Pad wrapped and Packed on pallets (3 to a skid)
1 Lot
1 Lot
Walls pad wrapped and packed on Pallets. Crate
for dimensional letters.
Frames in boxes, graphics in black bags
Drape packed in 3 hampers. Pipe packed in
boxes. Bases, sandbags, pins packed in crates.
Carpet
Benches
Large, Curved, Fabric Graphic (exterior
mural)
Large, Flat, Fabric Graphic Panels
(interior)
AV System:
Macro Inventory with Description
Exhibition: Ascent... When Dreams Defy Gravity
Total Square Footage Required for Full Show: 8,500
Three rolls of bound carpet. Two bound mats for
entry/exit.
Silver benches (seating), heavy metal
construction
1 @ Large curved framework with pillowcase
fabric graphic suspended on exterior of theater
space.
Carpet cut in special shapes to fit the floor of the
theater.
Size: 18"W x 72"L x 18"H
Size. 288"L x 120"H
Large flat frames with pillowcase fabric graphics. Size 64"W x 117"H
Suspended from ceiling inside of theater space
HD Projector, projection screen, sound system Dalite projection screen size: 192"W x 108"H
,Malang th$,Dream Readtg
Modular Wing Wall Panels with Graphics Wing -shaped wall units
Design Gallery
Build
wri
Modular Wing Walt Panels with Graphics Wing -shaped wall units
Modular Wing Wall Panels with AV
Systems and Graphics
Scimitar Prop and Rotor Tip Display
(Carter Aviation Technologies)
Rubbing Stations
Bell -Boeing V-22 Prop Rotor Gear Box
Display
Bell -Boeing V-22 Model
Display Case (Aircraft Models)
Same as above, but with a 32" monitor/AV
system
Unit to display Carter Aviation Scimitar Prop and
Rotor Tip. Base platform, two side walls, one
back wall unit with graphic panels, back side
panels.
2 @ interactive units with custom zinc rubbing
stations where visitors can make various aircraft
from a kit of parts
Working prop rotor gear box on base loaned by
Bell Helicopter. Custom railing and platform top.
Model hung from ceiling with cables and strut
channel
Display case with acrylic vitrine on pedestal with
custom mounts/pliths and case graphics.
Modular Wing Wall Panels with Graphics Wing Shaped wall units
Modular Wing Wall Panels with AV
Systems and Graphics
Display Cases (Aircraft Models)
Same as above, but with a 32" monitor/AV
system
Size: 42" Wx 90-3/16"H x 15-11/16D
Size 42"W x 90-3/16"H x 15-11/16"D
Size: 42"W x 90-3/16"H x 15-11/16"D
Size: 83-7/8"L x 90-3/16"H x 32"D. ARTIFACTS
ON LOAN
Size: 34"L x 33"H x 16"D
NO LONGER PART OF THE EXHIBITION
1/10 scale. LOAN
Size:41-7/8"W x 62-3/8H x 27-1/2"D
Size 42"W x 90-3/16"H x 15-11/16"D
Size 42"W x 90-3/16"H x 15-11/16"D
Display case with acrylic vitrine on pedestal with Size:41-7/8"W x 62-3/8H x 27-1/2"D
custom mounts/pliths and graphics.
5 Rolled on tubes, packed in carpet bags
9
1 Frame and graphic packed in black bags
4 Frame and graphic packed in black bags
1 Lot Packed in original packaging inside of a custom
crate
3 Pad wrapped and packed on pallets
13
1
1 Lot
Pad wrapped and packed on pallets
Pad wrapped and packed on pallets
Pad wrapped and shipped loose. Scimitar and
Rotor tip packed in crates. Scimitar prop and
rotor tip are on loan from Carter Aviation
Technolgies.
2 Pad wrapped and packed on a pallet
1 Lot
1
The gear box was on loan by the U.S.
Government and Bell Helicopter only for the
show at the Fort Worth Museum of Science and
History.
Bell -Boeing V-22 model on loan from Bell
Helicopter Textron
1/72 scale aircraft models on display in case:
Bell XV-3, Bell XV-15, Bell -Boeing V-22, Bell
Augusta 609, LTV XC-142
11 Pad wrapped and packed on pallets
2 Pad wrapped and packed on pallets
Pad wrapped and packed on pallet. One case
used to display 1/72 scale aircraft models: B-24,
B-32, B-36, B-58, F-111, F-16, F-22, F-35.0ne
2 case used to display various scale models of A-7
Corsair, A-7 aft fuselage on mfg. tool, and V-173
aerostructure on restoration rotisserie tool (on
loan from Vought Aircraft Heritage Association).
Fly Galle
Platform (Base for BT-13 Wing)
B-13 Wing Display
Reading Rails (BT-13 Wing Display)
Rivet Gun Interactive
Lockheed F-35C JSF Model
Macro Inventory with Description
Exhibition: Ascent ... When Dreams Defy Gravity
Total Square Footage Required for Full Show: 8,500
Half- round platform with railing and tile top insert Size: 94"L x 48-1/8"W x 28"H
Wing with cut -away section on platform
Curved reading rail fixture with graphic and
touchable materials interactive
Custom interactive kiosk with Rivet gun
experience.
Model hung from ceiling with cables and strut
channel
Modular Wing Wall Panels with Graphics Wing -shaped wall units
Modular Wing wall Panels with AV
Systems and Graphics
Display Cases (Artifacts)
Platform
Reading Rails
Air Tractor Model
Noise Interactive Panel
Design Lab and
Bigger, Higher,Fasti3t Zane,
Modular Wing Wall Panels with Graphics
F-111 Platform
Reading Rails
General Dynamics F-111 Wind Tunnel
Model
Air Car (Flight Test Prototype)
AIM-7 Sparrow Missile (Non-functional
Replica)
General Dynamics A-12 Avenger II
"Flying Dorito" Model
GyroHawk (Tail Sitter UAV)
Lab Tables
Same as above, but with a 32" monitor/AV
system
Approx. 4'W x 10'H (when mounted vertically)
Size: 16-1/2"W x 45-1/16"L x 93-1/16"H
1/10 scale. LOAN
Size 42"W x 90-3/16"H x 15-11/16"D
Size 42"W x 90-3/16"H x 15-11/16"D
Display case with acrylic vitrine on a pedestal with Size:41-7/8"W x 62-3/8H x 27-1/2"D ARTIFACTS
custom mounts/pliths and case graphics FROM CAREFLITE ON LOAN
Round platform with railing
Size: 6' dia. X 28"H
Air Tractor model with rotating airplane. Custom
base was made to house existing base for NO LONGER PART OF THE EXHIBITION
exhibit.
Interactive push button experience to compare Size 42"W x 90-3/16"H x 15-11/16"D
various noise levels of different types of aircraft.
Wing -Shaped wall units
8' round platform in two halves. Hand rail
Curved reading rail fixture with graphic panels
Restored scale model on a stand that fits into
platform
Large Scale Model hung from ceiling with cables
and strut channel
Model hung from ceiling with cables and strut
channel
Model hung from ceiling with cables and strut
channel
Model hung from ceiling with cables and strut
channel
Custom lab tables with locking cabinets and
drawers
Size 42"W x 90-3/16"H x 15-11/16"D
2 platforms, 2 top decks, 2 railings
Approx. 1/10 scale
Approx. 1/10 scale. LOAN
12'L
1/10 scale
1/10 scale LOAN
Size: 96"L x 36"W x 34"H. Mfr. Steel Sentry.
1 Lot Pad wrapped and packed on pallets
Open Crate. BT-13 wing is from an aircraft
1 owned by the Fort Worth Air & Space Museum
Foundation.
Pad wrapped and packed loose
Pad wrapped and on a pallet.
Lockheed F-35C model on loan from Lockheed
Martin.
12 Pad wrapped and packed on pallets (3 to a skid)
2 Pad wrapped and packed on pallets (3 to a skid)
Pad wrapped and packed on pallets (2 or 3 to a
skid). One case is used to display a FedEx
Boeing 777 model and a FedEx SenseAware
device (donated by FedEx). The other case is
used to display a flight suit, helmet, and two
aircraft models on loan from CareFlite.
1 Lot Pad wrapped on a 6' skid
2
1
1
Was on loan just for the show at the Fort Worth
Museum of Science and History by Air Tractor,
Inc. They may donate another model for future
shows.
5 Pad wrapped and packed on a pallet (3 to a skid)
1 Lot Pad wrapped and packed on a skid
1
1
1
1
1 On loan from Ken Wernicke and Jim Ireland.
4 Pad wrapped and packed on long pallets
Owned by the Fort Worth Air & Space Museum
Foundation
On loan from Ken Wernicke and Jim Ireland.
Packed in a large crate for shipping and storage.
Owned by the Fort Worth Air & Space Museum
Foundation
Owned by the Fort Worth Air & Space Museum
Foundation
Macro Inventory with Description
Exhibition: Ascent... When Dreams Defy Gravity
Total Square Footage Required for Full Show: 8,500
Fabric Graphic Wall Struture with Fabric Large back wall unit made with aluminum frames 4 Large frames, 3 small frames, 10 @ graphic
panels, liners, black backs, base plates, etc. Wall
Panels and fabric graphics
size: 40'L x 120"H
Projection screens
Lab Station Kiosks
Lab Table Signs
AV systems hardware
AV systems Software
8' platform
Reading Rails
Aviation in
Curved frames with fabric graphics
Exhit Hallway Large graphics
Aluminum frames that mount to wall with white
pillow case fabric panels
Custom steel and MDF stations that house
computers and 42" touch screens for interactive
Sign posts with graphics and interchangable
signs
Four projectors, four Dell Optiplex CPUs, four 42"
LCD touch screens.
Custom build your own aircraft programs
8' round platform in two halves.
Curved reading rail fixture with graphic panels
Freestanding curved frames with fabric graphics,
liners, black backs
Large frames with fabric graphics, liners, black
backs, base plates, etc
Freestanding Kiosk with 19" touchscreen and
North Texas Airfields Search Interactive computer system. Software provided by
BlueNelson
Display Case (Aircraft Models)
'Pipe, arid Dra, pe, lnventory
Size: 108"L x 67-1/2"H
Size: 44"L x 28"W x 47-3/8"H
Size: 14-13/16"W x 53.93"H x 1"D
Downloaded to harddrives
2 platform pieces, 2 top decks, 2 hand rail
sections. Size: 8' dia. X 28"H
Size: 36"W x 84"H x 24"D
Size- 120"W x 120"H
Size: 24"W x 60"H x 12"D
Display case with acrylic vitrine on a pedestal with size:41-7/8"W x 62-3/8H x 27-1/2"D
custom mounts/pliths and case graphics
Two-piece telescoping upright
Base Assembly
Base Pin & Screw
9'-16"L (2" O.D.)
18" X 18" X 3/8" (35 Ibs) pin included
2" X 8"
Telescoping horizontal crossbars with black finish 5'-8"L
Telescoping horizontal crossbars with black finish 4'-7"L
Telescoping horizontal crossbars with black finish 6'-10"
22oz 'Encore' drape sewn flat, 3" poly -web top
w/ double grommets & blind ties, color: black
22oz 'Encore' Drape sewn flat, 3" poly -web top
w/ double grommets & blindties, color: black
Heavy-duty cordura Sandbag (2-saddle with
sand)
2-piece telescoping upright
14'H x 15'W
7'H x 15'W
25 lbs
6'-10"L (2" O.D.)
1 Lot
4
4
Frames packed in boxes, fabric graphics packed
in black bags.
Screens packed in black bags. Frames remain
assembled for storage and shipping.
Kiosks pad wrapped and packed on skids.
4 see above
4 sets In original boxes and in AV crates
1 lot Programs developed by Cortina Productions, Inc.
1 lot Pad wrapped and on a skid
1 Pad wrapped and packed loose
18
7
1
1
Frames packed in custom crates. Fabric
graphics and back panels in black bags
Frames packed in boxes, Grahic panels packed
into a shippment
1/72 scale aircraft/missile models on display in
case:GAMA GOAT, LTV A-7A, LTV A-7D, NA P-
51K, TEMCO TT-1, Vought V-173, Vought F4U-
5N, Vought F6U-1, Vought F7U-1, Vought F7U-
3, Vought F-8E, Vought SSM-N-8, Vought SSM-
N-9
24 Packed in Boxes
24 Packed in a crate
24 Packed in a crate
16 Packed in boxes
4 Packed in boxes
4 Packed in boxes
30 Packed in Hampers
4 Packed in Hampers
24 Packed in a crate
2 Packed in boxes
Macro Inventory with Description
Exhibition: Ascent ... When Dreams Defy Gravity
Total Square Footage Required for Full Show: 8,500
Telescoping horizontal crossbars' 3'-5"L 1 Packed in boxes
Base Assembly 18" X 18" X 3/8" (35 lbs) pin included 2 Packed in a crate
Base Pin & Screw 2" X 8" 2 Packed in a crate
22oz 'Encore' Drape sewn flat, pipe pocket top
w/ 6" velcro closures, finished side & bottom 10'H x 5'W 2 Packed in Hampers
hems, color: black
Black drape clips (pack of 100) 1 Packed in a crate
Forth Worth Air & Space Museum Foundation
Forth Worth, CA
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DATE
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Forth Worth, CA
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Forth Worth, CA
1.0 The Dream of Flight
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DATE
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0426.2011
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3.2.2 From
Dream
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AV3,1
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G-3-2-18
G-3-2-14
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Forth Worth, CA
G3-2
G-3-2-32
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3.2.1 Tiltrotor
Technology
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G-3-2-10 G-3.2-08
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3.0 Making the Dream Reality - 3.2 Design V-22
Content Plan
DATE
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Forth Worth, CA
3.3
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Forth Worth, CA
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DATE
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved As Amended on 3/6/2012
DATE Tuesday, March 06, 2012
LOG NAME- 55AVIATION_EXHIBIT BILL OF SALE
SUBJECT:
REFERENCE NO.: C-25484
Approve Bill of Sale to Accept Title to the Traveling Aviation Exhibit and all assets from the Fort Worth Air
and Space Museum Foundation and Authorize Cancellation of City Secretary Contract No. 41669 (ALL
COUNCIL DISTRICTS)
RECOMMENDATION.
It is recommended that the City Council:
1. Approve Bill of Sale to accept title to the Traveling Aviation Exhibit, "Ascent... When Dreams Defy
Gravity Exhibit" and all assets, in lieu of foreclosure of the Loan authorized by M&C G-17186 and set forth
in City Secretary Contract No. 41669 a Loan Agreement with the Fort Worth Air and Space Museum
Foundation in the amount of $2,548,100.00 principal, plus interest and
2. Authorize cancellation of City Secretary Contract No. 41669.
DISCUSSION:
On January 4, 2011, the City Council approved Council Proposal (CP) No. 284, directing the City Manager
to appropriate up to $3 million for a loan to the Fort Worth Air and Space Museum Foundation
(Foundation) and to bring forward for the City Council's consideration a recommended nine -month Loan
Agreement and such other documents necessary to secure such loan. The purpose of this loan was to
assist the Foundation in leading the development of the Fort Worth Air and Space Museum The first step
in this process was the creation of a temporary exhibit to be displayed in the Fort Worth Museum of
Science and History. The above -mentioned loan provided the Foundation with money necessary to fund
construction and installation of the exhibit. The final loan amount was approved for an amount not to
exceed $2,548,100.00 Of the approved amount, the Foundation drew down a total of $2,530,000.00.
All loan proceeds were to be repaid by the Foundation in full by September 30, 2011. As of January 31,
2012, the current amount owed by the Foundation, principal plus interest, is $2,600,175.51. To date, no
repayment has been made by the Foundation. The loan is the general obligation of the Foundation and is
further secured by a lien on and security interest in favor of the City of Fort Worth (City) in all personal
property and real property owned by the Foundation, including the Exhibit and any pledges received by
the Foundation.
On January 31, 2012, the City Council denied M&C C-25420, which sought City Council approval to
suspend the Financial Management Policy Statements that limit the expenditure of mineral lease revenue
to one-time capital items, approve a Bill of Sale to accept title to the Traveling Aviation Exhibit, "Ascent...
When Dreams Defy Gravity, in lieu of foreclosure of the loan authorized by M&C G-17186, and set forth in
City Secretary Contract No. 41669, which was for a Loan Agreement with the Fort Worth Air and Space
Museum Foundation for up to $3 million, authorize cancellation of City Secretary Contract No. 41669, and
authorize an Agreement with the Fort Worth Museum of Science and History to maintain the Exhibit.
Logname: 55AVIATION EXHIBIT BILL OF SALE Page 1 of 2
During a Pre -Council presentation on January 31 2012, City Staff proposed four different options on how
to address the Foundation's inability to repay the loan for the traveling Exhibit. At the direction of the City
Council, in lieu of incurring legal and administrative fees to foreclose on the loan City Staff is
recommending approving a Bill of Sale to accept title to the Exhibit, in lieu of repayment of the loan and
the Aviation Department taking ownership responsibility for the Exhibit Approval of this action will cancel
the Foundation's obligation to repay the loan.
The Aviation Department will be responsible for working with Veterans Memorial Air Park volunteers to
research sort and catalog the Exhibit assets and to determine what should be auctioned and what should
be transferred to museums for display. The Aviation Department will also engage a certified appraiser to
appraise the value of the items. These items will be transferred from storage facilities and maintained at
Meacham Airport until such a time as the above tasks are complete.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds because the loan proceeds have already been disbursed, and the City does not anticipate
recouping any payments from the loan.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manaaer's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
No attachments found.
Fernando Costa (6122)
Bill Welstead (5402)
Aya Ealy (5406)
Logname: 55AVIATION EXHIBIT BILL OF SALE Page 2 of 2
CERTIFICATE OF CORPORATE RESOLUTIONS
OF
THE FORT WORTH AIR AND SPACE MUSEUEM FOUNDATION
I, Iptust .. w . 4.0<<S, Executor of The Fort Worth Air and Space Museum Foundation, a
Texas nonprofit corporation (the "Corporation"), do hereby certify as follows:
1. I am the duly appointed and qualified Executor of the Corporation and the custodian of
the Corporation's records.
2. Set forth below is a true and correct extract from the records of the Corporation showing
resolutions approved either: (a) at a meeting of its Board of Directors duly called and
held, at which meeting a quorum was present and acting throughout, or (b) by unanimous
written consent of the Board of Directors of the Corporation, which resolutions have not
in any way been amended or modified and are in full force and effect:
RESOLVED, that the President, any Vice President, or Executor of the Corporation, be
and is hereby authorized and directed to execute a Bill of Sale transferring all of the
Corporation's right, title and interest to the traveling Aviation Exhibition
"Ascent... When Dreams Defy Gravity," (the "Exhibit") valued at approximately
THREE MILLION FIFTY FOUR THOUSAND THREE HUNDRED SEVENTY
THREE AND 69/100 DOLLARS ($3,054,373.69), all proceeds from the Exhibit, and
all other assets of the Foundation, including its accounts, equipment, inventory and
other proceeds, to the City of Fort Worth, upon such terms and conditions as the said
officer shall in his or her sole discretion deem necessary or advisable; to execute and
deliver on behalf of the Corporation, all necessary documents to effect the transfer
(collectively, the "Transfer Documents"); and to do any and all things in connection with
such transfer thereof that such officer deems necessary or advisable and in the best
interests of the Corporation.
FURTHER RESOLVED, that all acts of the President, any Vice President, or the
Executor of the Corporation authorized and directed herein, including the execution of
the Bill of Sale and delivery of all assets transferred thereunder, are reasonably expected
to benefit, directly or indirectly, the Corporation;
FURTHER RESOLVED, that the officers of the Corporation are hereby severally
authorized to (a) sign, execute, certify to, verify, acknowledge, deliver, accept, file and
record any and all instruments and documents, and (b) take, or cause to be taken, any and
all such action, in the name and on behalf of the Corporation, or otherwise, as in any such
officer's judgment is necessary, desirable or appropriate in order to consummate the
transactions contemplated by or otherwise to effect the purposes of the foregoing
resolutions;
FURTHER RESOLVED, that all actions heretofore taken by the directors or the officers
of the Corporation, and all things done by their authority, in connection with the
transaction described herein, be and the same are hereby ratified, approved and adopted
as the acts of the Corporation;
Certificate of Corporate Resolutions
Fort Worth Air and Space Museum Foundation
FURTHER RESOLVED, that said officers are authorized and empowered to perform all
acts and execute and deliver all instruments, documents and necessary agreements
required to carry out the purposes of these resolutions;
3. The following are duly appointed, qualified and serving officers of the Corporation, and
that the signature set out opposite the name of each officer is the genuine signature of
such person, to -wit:
Name
kM 'kw- W • Mctt t5
Title
Ofsecontel-
4. I hereby certify that (a) all franchise and other taxes required to maintain the
Corporation's corporate existence have been paid when due and that no such taxes are
delinquent; (b) no proceedings are pending for the forfeiture of the Corporation's
Certificate of Incorporation or the Corporation's dissolution, voluntary or involuntary; (c)
the Corporation is duly qualified to do business in the State of Texas and any other states
in which it is doing business, and is in good standing in such states; (d) there is no
provision of the Articles of Incorporation or Bylaws of the Corporation limiting the
power of the Board of Directors to pass the resolutions set out above, and that such
resolutions are in conformity with the provisions of said Articles of Incorporation and
Bylaws.
IN WITNESS WHEREOF, I have hereto set my and this
day of Wei , 201
Executor of The Fort Worth Air and Space Museum
Foundation
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared William M. Morris 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 Fort Worth Air
and Space Museum Foundation, and that he executed the same as the act of the Fort Worth Air
and Space Museum Foundation for the purposes and consideration therein expressed and in the
capacity therein stated.
2012.
lib lb.
•
.
/41
Os
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ) � e day of M Ar 4
001 (I Mil
4144OtY a•.titi %i
r
i\
•
•_
JONNIE RENEE' HUITT
Notary Public, State of Texas
My Commission Expires
May 20, 2014
Certificate of Corporate Resolutions
Fort Worth Air and Space Museum Foundation
2
Poht
Notaryeeublic in and for the State of Texas
FORT WORTH
TO:
FROM:
SUBJECT:
DATE:
Mary,
MEMORANDUM
Mary Kayser, City Secretary
Maleshia B. Farmer, Senior Assistant City Attorney
Fort Worth Air and Space Museum Foundation Bill of Sale
May 17,2012
The City Council recently authorized acceptance of a Bill of Sale for a Travelling
Aviation Exhibition and all other assets of the Fort Worth Air and Space Museum
Foundation in lieu of repayment of a loan (M&C C-25484). The corresponding
documents are attached.
Please file and record the documents in the following order:
1. Bill of Sale
2. Loan Cancellation
Also included in the documents are three original copies of the Foundation's "Certificate
of Corporate Resolutions" authorizing the Foundation to enter into the Bill of Sale.
The Corporate Resolution does not require a City Secretary Contract Number; however,
the Resolution needs to be maintained along with the Bill of Sale (similar to a Resolution
or an M&C passed by the City Council authorizing an action or contract).
I spoke with Ron Gonzales about this matter and he requested that I include this memo
with the documents.
If you have any questions, please call me at 817-392-7647.
Thank you.
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth * 1000 Throckmorton Street * Fort Worth, Texas 76102
817-392-7600 * Fax 817-392-8359