HomeMy WebLinkAboutContract 60509CSC No. 60509
LANDLORD ESTOPPEL CERTIFICATE
This Landlord Estoppel Certificate is made as of November 20, 2023 by the City of Fort Worth, State
of Texas (the "City"), for the benefit of FWS Hangar LLC a Delaware limited liability company
("Prospective Tenant").
Recitals
The City and FWS Realty, LTD ("Existing Tenant") are parties to those certain Agreements and
Leases at Fort Worth Spinks Airport as follows:
Tank Farm Lease and Public Fueling Agreement Fuel Farm, and Self -Serve Units — City
Secretary No. 59426 [05/18/2023];
Terminal Ramp Improved Ground Lease Agreement — City Secretary Contract No. 58145,
[09/29/2022];
2. NWI Ground Lease Agreement— City Secretary Contract No. 47645, [12/08/2016];
3. NW-3 Ground Lease Agreement — City Secretary Contract No. 42807, [01/19/2012];
4. NW-3 Lease Amendment No. 1 to CSC 42807 — City Secretary Contract No. 42807-A1,
[07/26/2012];
NW-3 Lease Amendment No. 2 to CSC 42807 — City Secretary Contract No. 42807-A2,
[11/15/2012]; and
Terminal Building and W2 Ground Lease Agreement — City Secretary Contract No. 42806,
[01/19/2012].
The Leases and any Amendments thereto are collectively referred to as the "Ground Leases".
The City acknowledges that Prospective Tenant, has agreed to purchase certain assets and assume
certain liabilities of Existing Tenant pursuant to an Asset Purchase Agreement ("Purchase Agreement"),
between Prospective Tenant and Existing Tenant, including, without limitation, the leasehold interests 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.
In consideration of the foregoing, the City, for the benefit of Prospective Tenant, hereby
certifies as follows:
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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
(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 Spinks 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, terminate 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 and lease terms under the Ground Leases are listed on
Attachment A and incorporated into this Certificate.
(h) Fuel Flowage Fees associated with aviation fuels delivered to the Premises under the
Tank Farm Lease and Public Fueling Agreement are currently $0.18 per gallon of all gallons delivered to the
Premises. Rent in the amount of $400.00 per month for the fuel farm 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 October, 2023.
0) There are no escrows or other deposits from Existing Tenant held by the City pursuant
to 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 Prospective Tenant may rely upon this Landlord
Estoppel Certificate in connection with the Purchase Agreement, and the City agrees that the benefits hereof
shall run to Prospective Tenant and their respective successors and assigns.
3. Consent to Assignment Still Required. This Landlord Estoppel Certificate is only an
acknowledgment of the current state of affairs related to the Ground Leases and the status of the Existing
Tenant under those Ground Leases. This Landlord Estoppel Certificate is not the City's consent for the
assignment of any of the Ground Leases identified herein, which will, if agreed to by the City, be done
through a separate agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Certificate in multiples on this the day
of .2023.
CITY OF FORT WORTH:
By: Dana Burghdoff (Nov 0, 2023 .B CST)
Dana Burghdoff
Assistant City Manager
Date: Nov 17, 2023
STATE OF TEXAS
COUNTY OF TARRANT
By:
�27
R g r . V les
Aviation Systems Director
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Dana Burghdoff, 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
, 2023- Nov 17, 2023
APPROVED AS TO FORM
AND LEGALITY:
Bv:
Jeremy Anato-Mensah
Assistant City Attorney
M&C: N/A
Date: Nov 17, 2023
Selena Ala (Nov 17, 202317:59 CST)
day
Notary Public in and for the State of Texas
ATTEST:
By:
Jannette S. Goodall
City Secretary
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STATE OF TEXAS
Notary I.D. 132422528
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Attachment A
Current Monthly Rents and Lease Terms
Lease
Effective Date
Expiration Date
Renewals
Current
Monthl Rent
Tank Farm CSC59426
05/18/2023
09/30/2025
Until 06/30/2045
$400 + FF
Terminal Ramp CSC 58145
09/29/2022
09/30/2041
2 5 year options
$1,090.19
NW1 Ground CSC 47645
12/08/2016
12/07/2056
0
$1,635.22
NW3 Ground CSC 42807
01/19/2012
09/01/2041
2 5 year options
$503.67
Terminal Building and W2
01/19/2012
09/30/2041
(2) 5 year options
$1,561.30
CSC 42806