HomeMy WebLinkAboutContract 61381CSC No. 61381
LANDLORD ESTOPPEL CERTIFICATE
FORT WORTH MEACHAM INTERNATIONAL AIRPORT ("AIRPORT")
This Landlord Estoppel Certificate ("Certificate") is made as of jp 2024 by the City of
Fort Worth, a home rule municipal corporation organized under the laws of t ie State of Texas (the "City"),
for the benefit of Modern Aviation Investments II LLC, a Delaware limited liability company (the
"Purchaser").
Recitals
The City and (i) FW American Aero Operating Company, LLC, a Delaware limited liability
company ("FW OpCo"), and (ii) FW American Aero Land Company, LLC, a Delaware limited liability
company ("FW Land", and together with FW OpCo, collectively, the "Tenants", and individually, a
"Tenant") are parties to those certain agreements and leases at the Airport listed on Exhibit A attached
hereto.
The building office, tank farm, fuel farm, and ground leases and any amendments thereto listed on
Exhibit A attached hereto are collectively referred to as the "Ground Leases".
The City acknowledges that Purchaser is acquiring, directly or indirectly, all of the equity interests
in FW American Aero, LLC, a Delaware limited liability company (' FW American Aero"), FW Aero and
FW Land pursuant to an Equity Purchase Agreement ("Purchase Agreement"), among Purchaser, FW
American Aero and FW Live Oak Holdings, LLC, a Delaware limited liability company ("Seller"),
including, without limitation, the leasehold interest of the Tenants in the Ground Leases (the
"Transaction"). The City further acknowledges that this Certificate is a condition to the closing of the
Transaction and other transactions contemplated by the Purchase Agreement.
In consideration of the foregoing, the City, for the benefit of Purchaser, hereby certifies as follows:
Estoppel.
(a) The City is the lessor under all of the Ground Leases.
(b) 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.
(c) The Ground Leases are the only agreements between the City and the Tenants
relating to the Tenants' fixed base operations at the 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 Tenants with respect thereto. The Tenants are the current holders of the
leasehold interest in the premises under the Ground Leases.
(d) To the best knowledge of the City, no monetary or non -monetary default by any
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 any Tenant under the Ground Leases.
(e) 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
(f) The City has not taken, and does not currently anticipate taking any action to, or
that would, terminate the Ground Leases.
(g) All improvements, facilities, work and alterations required to be furnished by the
Tenants under the Ground Leases have been satisfactorily constructed with the exception of mandatory
improvements at Lease Site 14C as described in section 5 of CSC No. 51704.
(h) Current monthly Rents paid by the Tenants to the City under the Ground Leases,
as applicable, are listed on Exhibit B attached hereto and made a part hereof
(i) Fuel flowage fees associated with aviation fuels delivered are currently $0.18 per
gallon of all gallons delivered to the premises under the Ground Leases. No other additional rent is payable
under the Ground Leases, except as follows: Tenants are also required to pay an additional $400 per month
for the tank farm usage fee associated with the following tank farm leases: (1) CSC No. 54414, (2) CSC
No. 46138, and (3) CSC No. 35504.
0) The Tenants are current in the payment of any and all rent and any other charges
required to be paid by Tenants under the Ground Leases, as applicable, which amounts have been paid
through the month of April, 2024.
(k) There are no escrows or other deposits from the Tenants held by the City pursuant
to the Ground Leases.
(1) As set forth in Chapter Six of the Fort Worth Meacham International Airport
Master Plan, the City is planning for the replacement of the existing fuel farm and construction of a new
fuel farm facility. The parties agree that, notwithstanding Tenant's maintenance and operation obligations
set forth in the tank farm lease and public fueling agreements listed on Exhibit A attached hereto, as well
as any local, state, or federal regulations, Tenant is not responsible for decommissioning the existing storage
tanks ("USTs") located at those certain leased fuel tank farms, or (ii) replacing such existing USTs with
new tanks at the end of the useful life of such existing USTs, as applicable.
(m) Pursuant to the Ground Leases, the terms of the Ground Leases expire on the dates
set forth on Exhibit C attached hereto and made a part hereof. Except as set forth on Exhibit C attached
hereto, the Tenants do not have a right to extend the term of the Ground Leases.
2. Acknowledprnent. From and after the completion of the Transaction, the Tenants shall be
and remain entitled to all benefits and rights afforded to the Tenants under the Ground Leases and subject
to all obligations of the Tenants under the Ground Leases, and the occurrence of the Transaction shall not
affect any such benefits or rights. Notwithstanding anything contained in the Ground Leases to the contrary,
the City consents to the Transaction and waives any breach or default on the part of the Tenants that may
arise under the Ground Leases as a result of the completion of the Transaction.
3. Miscellaneous. The undersigned is a duly appointed representative of the City, authorized
to deliver this Certificate on behalf of the City. In this 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 Purchaser may rely upon this Certificate in connection with the Purchase
Agreement, and the City agrees that the benefits hereof shall run to Purchaser and their respective
successors and assigns.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Certificate in multiples
on this the day of , 2024.
CITY OF FORT WORTH:
Va.,.w4g--„n-
By: Valerie Washington (Apr 27, 202416:02 CDT)
Valerie Washington
Assistant City Manager
Date: Apr 27, 2024
STATE OF TEXAS
COUNTY OF TARRANT
0
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, 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
,2024. ApI-30,2024
APPROVED AS TO FORM
AND LEGALITY:
By:
Jeremy Anato-Mensah
Assistant City Attorney
M&C: N/A
Date: N/A
1295 Certificate Number: N/A
i10-46a C
Brooke Bonnell (Apr30, 2024 06:48 CDT)
Notary Public in and for the State of Texas
ATTEST:
By: U
Jannette S. Goodall
City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
2c�.6a� �oo�uciL
By:
Barbara Goodwin
Real Property Manager
EXHIBIT A
Ground Leases
1. ADMINISTRATION BUILDING OFFICE LEASE AGREEMENT (FBO SUITE) - Contract No.
46280, 46280-A1, and 46280-A2 dated December 23, 2014, as amended, by and between City
and FW OpCo;
2. TANK FARM LEASE AND PUBLIC FUELING AGREEMENT (SOUTH FUEL FARM SITE)
- Contract No. 54414, dated August 27, 2020, by and between City and FW OpCo;
3. TANK FARM LEASE AND PUBLIC FUELING AGREEMENT (TANK FARM SITE NO. 1) -
Contract No. 35504 and 35504-CAI, dated July 9, 2007, as amended, by and between City and FW
OpCo;
4. TANK FARM LEASE AND PUBLIC FUELING AGREEMENT (TANK FARM SITE NO. 3) -
Contract No. 46138, 46138-R1, 46138-CAI, dated November 11, 2014, as amended, by and
between City and FW OpCo;
5. GROUND LEASE AGREEMENT (I IS SITE) - Contract No. 28389 and 28389-CAI, dated
February 17, 2003, by and between City and FW Land;
6. GROUND LEASE AGREEMENT (12N SITE) - Contract No. 44020, dated January 7, 2013, by
and between City and FW Land;
7. GROUND LEASE AGREEMENT (14C SITE) - Contract No. 51704 and 51704-A1, dated
December 21, 2018, as amended, by and between City and FW Land;
8. GROUND LEASE AGREEMENT (17N SITE) - Contract No. 28385 and 28385-CAI, dated
February 17, 2003, by and between City and FW Land;
9. GROUND LEASE AGREEMENT (19N SITE) - Contract No. 28387 and 28387-CA1, dated
February 17, 2003, by and between City and FW Land;
10. GROUND LEASE AGREEMENT (20N & 22N SITES) - Contract No. 28386 and 28386-CAI, by
and between City and FW Land;
11. GROUND LEASE AGREEMENT (6N & 8N (FKA 5N THRU I ON) SITES) - Contract No. 29135,
29135-A1, 29135-A2, 29135-CAI, dated September 26, 2003, as amended, by and between City
and FW Land.
EXHIBIT B
Current Monthly Rents
Contract
Lease
Current Monthly Rent
1.
46280
FBO SUITE
$15,697.50
2.
46280
FBO APRON
$5,157.54
3.
46280
FBO PARKING LOT
$1,642.57
4.
35504
FUEL FARM (SITE 1)
$400.00
5.
46138
FUEL FARM (SITE 3)
$400.00
6.
54414
FUEL FARM (SOUTH)
$400.00
7.
28389
GROUND LEASE SITE I IS
$202.10
8.
28389
HANGAR IIS
$636.28
9.
44020
GROUND LEASE SITE 12N
$11,444.15
10.
51704
GROUND LEASE SITE 14C
$10,544.84
11.
28385
GROUND LEASE SITE 17N A
$33.29
12.
28385
GROUND LEASE SITE 17N B
$3,999.28
13.
28385
HANGAR 17N
$6,820.95
14.
28387
GROUND LEASE SITE 19N
$2,594.64
15.
28387
HANGAR 19N
$5,981.17
16.
28386
GROUND LEASE SITE 20N, 22N
$2,320.87
17.
28386
HANGAR 20N
$4,375.64
18.
28386
HANGAR 22N
$6,176.20
19.
29135
GROUND LEASE SITE 6N & 8N (aka 5N-1ON)
$8,507.50
20.
SIGN LEASE
$100.00
EXHIBIT C
Ground Lease Expiration Dates and Renewal Options
Lease
Expiration Date and Renewal Options
1.
FBO SUITE
September 30, 2045; two (2) five (5) year renewal
options remain
2.
SOUTH FUEL FARM
September 30, 2045; two (2) five (5) year renewal
options remain
3.
TANK FARM SITE NO. 1
July 31, 2032; no available renewal options
4.
TANK FARM SITE NO.3
September 30, 2030; two (2) ten (10) year renewal
options remain
5.
GROUND LEASE SITE 11 S
July 31, 2032; no available renewal options
6.
GROUND LEASE SITE 12N
December 31, 2042; one (1) ten (10) year renewal
option remains
7.
GROUND LEASE SITE 14C
January 11, 2050; one (1) ten (10) year renewal
option remains
8.
GROUND LEASE SITE 17N
July 31, 2032; no available renewal options
9.
GROUND LEASE SITE 19N
July 31, 2032; no available renewal options
10.
GROUND LEASE SITE 20N & SSN
July 31, 2032; no available renewal options
11.
GROUND LEASE SITES 6N & 8N
September 30, 2033; two (2) five (5) year renewal
options remain