HomeMy WebLinkAboutContract 62142-CD1CSC No. 62142-CD1
CONSENT TO LEASEHOLD DEED OF TRUST
FORT WORTH SPINKS AIRPORT
LEASE AGREEMENTS
LEASE SITE E-21 and E-22
This CONSENT TO LEASEHOLD DEED OF TRUST ("Agreement") is made and entered
into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal
corporation organized under the laws of the State of Texas; TEXAS SKY HARBOR, LLC,
a Texas limited liability company ("Lessee"), and THE AMERICAN NATIONAL BANK
OF TEXAS ("Lender").
The following introductory provisions are true and correct and form the basis of this Consent:
A. Lessor and Lessee have entered into a Ground Lease Agreement identified as City
Secretary Contract No. 62142 (the "Lease") for the space known as lease sites E-21 and E-22
("Leased Premises") at Fort Worth Spinks Airport ("Airport").
B. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deed of
Trust on the Leased Premises in favor of the Lender.
NOW, THEREFORE, Lessor, Lessee and the Lender hereby agree as follows:
1. The statements set forth in the recitals above are true and correct and form the basis upon
which Lessor, Lessee and the Lender have entered into this Agreement. The Lease will
be a public document on file in Lessor's City Secretary's Office and is incorporated herein
by reference for all purposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the Deed
of Trust. Lessor does not adopt, ratify or approve of any of the particular provisions of the
Deed of Trust and does not grant any right, privilege or use to Lessee, Lender, or any
successor in interest pursuant to the Deed of Trust that is different from or more extensive
than any right, privilege or use granted to Lessee under the Lease. Notwithstanding
anything contrary in the Deed of Trust, Lessee and the Lender acknowledge, understand
and agree that Lessee and the Lender do not have any right to convey any interests in the
Leased Premises greater than those granted specifically by the Lease. Lessee and the Lender
further acknowledge, understand and agree that Lessor retains the mineral interest and the right to
develop such interest. In the event of any conflict between the Deed of Trust and the Lease,
the Lease shall control in all respects as to Lessor and as to Lessee's and the Lender's
obligations to Lessor established by the Lease and/or this Agreement In the event of any
conflict between the Deed of Trust and this Agreement, this Agreement shall control. In
the event of any conflict between this Agreement and the Lease, the Lease shall control.
Lease Sites E-21 and E-22 OFFICIAL RECORD
Deed of Trust Upon Lien hold CITY SECRETARY
In favor of The American National Bank of Texas FT. WORTH, TX
Page 1 of 8
3. In the event that Lessor is required by the Lease to provide any kind of written notice to
Lessee with regard to the Leased Premises, including notice of breach or default by Lessee,
Lessor shall also provide a copy of such written notice to the Lender. Lessor agrees that
(i) the Lender may perform any of the obligations or requirements imposed on Lessee by
the Lease in order to avoid a breach or default under the Lease by Lessee and (ii) Lessor
will accept the Lender's performance the same as if Lessee had performed such obligations
or requirements.
4. Lessor agrees and covenants that it will not exercise any rights it may have under the Lease
to cancel or terminate the Lease or to force surrender of all or part of the Leased Premises
unless it first has provided the Lender with written notice of its intent to exercise such any
such right. The Lender shall have ten (10) calendar days from the date it receives such
notice to cure any monetary default under the Lease and thirty (30) calendar days from the
date it receives such notice to cure any other default under the Lease to Lessor's
reasonable satisfaction in order to avoid such cancellation, termination or surrender;
provided, however, that if the Lender, in good faith and after diligent and continuous efforts
to remedy any non -monetary default under the Lease, cannot cure such default within thirty
(30) calendar days, it shall notify Lessor in writing and Lessor and the Lender shall
negotiate in good faith a reasonable amount of additional time to cure such default.
5. Lessee agrees that it will not request or consent to any future modifications, amendments
or assignments of the Lease without first receiving the Lender's written consent thereto
and providing a copy of such written consent to Lessor. Lessee understands and agrees
that any such consent granted by Lessor without Lender's advance written consent shall be
void and specifically releases, holds harmless and agrees to indemnify Lessor for any
damages that may arise as a result of any such consent.
6. As long as such does not conflict with Lessor's rights under the Lease, Lessor consents to
the exercise by the Lender of any and all rights and remedies pennitted under the Deed of
Trust (including judicial and/or non judicial foreclosure on the Leased Premises), and to
the exercise of such additional legal and equitable rights and remedies as may be available
to Lender, if an Event of Default occurs under the Deed of Trust. In the event that Lender
undertakes to enforce its rights to any collateral granted by the Deed of Trust on account
of default by Lessee under the Deed of Trust, Lessor will cooperate with the Lender in its
efforts to assemble and/or remove any personal property of Lessee on the Premises. The
Lender hereby agrees to repair any damages at or to the Airport, including the Leased
Premises, caused by or incident to such removal.
7. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and
covenants that it will endorse all insurance policies required by the Lease to name both
Lessor and the Lender as additional insureds and to cover all public risks related to the
leasing, use, occupancy, maintenance, existence or location of the Leased Premises.
Notwithstanding anything to the contrary in the Deed of Trust, the Lender hereby agrees
and covenants that any and all proceeds payable under the terms of such insurance policies
shall first be applied to cover the replacement of all facilities and improvements on the
Lease Sites E-21 and E-22
Deed of Trust Upon Lien hold
in favor of The American National Bank of Texas
Page 2 of 8
Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of
such proceeds shall apply secondarily to secure any of Lessee's indebtedness to the
Lender.
8. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available to it
under the Lease, at law or in equity in order to protect its interests, including, but not limited
to, cancellation of Lessee's interest as provided by the Lease and in accordance with this
Agreement.
9. The Lender agrees that it promptly will notify Lessor in writing when the Lender has
released its rights under the Deed of Trust. This Agreement will automatically terminate
on the earlier of (i) the date as of which the Lender releases such rights or (ii) the date upon
which the Lease expire or are terminated.
10. If the Lender forecloses on the Leased Premises as a result of exercising its rights under
the Deed of Trust, the Lender may become the owner of all of Lessee's rights under the
Lease, without Lessor's further action or consent. However, if the Lender desires to sell
or otherwise transfer its leasehold interest in the Leased Premises to a third party (either at
or after foreclosure), the Lender must obtain the Lessor's written consent to and approval
of the purchaser. Such consent and approval will not be unreasonably withheld,
conditioned or delayed. Nothing in this Agreement is intended to prohibit the Lender from
assigning the liens and security interests created by the Deed of Trust to another financial
institution with Lessor's prior written consent, which such consent will not be
unreasonably withheld, conditioned, or delayed.
11. Notices to the Lender required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (i) hand -delivered to the Lender, its
agents, employees, servants or representatives, or (ii) deposited in the United States Mail,
certified, return receipt requested, addressed as follows:
The American National Bank of Texas
2720 W. 7th Street
Fort Worth, TX 76107
Attn: Carolann Murtaugh
12. The parties hereto understand and agree that upon expiration or termination of the Lease,
all permanent structures, improvements and fixtures on the Leased Premises, and any items
permanently attached to any such structure, fixture or improvement, will become the sole
property of Lessor, free and clear of all liens, including the Deed of Trust. Improvements
of a non -permanent nature, all trade fixtures, machinery, furnishings and other non-
permanent items may specifically be removed from the Leased Premises in accordance
with the Lease. In the event that the Lease expire or are terminated, Lessee and the Lender
covenant and agree that nothing herein shall obligate Lessor to assume in any way Lessee's
indebtedness to the Lender.
Lease Sites E-21 and E-22
Deed of Trust Upon Lien hold
In favor of The American National Bank of Texas
Page 3 of 8
13. Estoppel.
a. The document referred to above as comprising of the Lease is the only document
which constitute the Lease, and the Lease is in full force and effect and has not been
modified, changed, altered or amended in any respect.
b. The Lease is the only agreement between the City and Lessee relating to the Lease
at Fort Worth Spinks Airport and, together with the minimum standards and other
general regulations that may apply to the lessee under the Lease, contain the entire
agreement and understanding of the City and Lessee with respect thereto. Lessee
is the current holder of the leasehold interest in the premises under the Lease.
C. To the best knowledge of the City, no monetary or non -monetary default by the
City presently exists under the Lease 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 Lease.
d. The City has not taken, and does not currently anticipate taking any action to, or
that would, terminate the Lease.
e. Pursuant to the Lease, the Initial Term of the Lease expires on 10/16/2054. Lessee
has a right to extend the term of the Lease for one (1) additional term of ten (10)
years (the "Renewal" Term).
14. The provisions of this Agreement shall be self -operative and effective without the
execution of any further instruments on the part of any party hereto.
15. Lessor understands and agrees that this Agreement is for the benefit of the Lender, that the
Lender relied upon this Consent to Leasehold Deed of Trust and Estoppel in making its
decision to make the Loan to Lessee and that the Lender would not make the Loan absent
Lessor's execution and delivery of this Agreement.
16. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor's City Council. Lessee
and the Lender covenant and agree that they will not amend the Deed of Trust, or assign
any rights and/or obligations thereunder, without the prior written consent of Lessor;
provided, however, Lender may assign the Deed of Trust and the obligations secured
thereunder to an affiliate of Lender without Lessor's consent but Lender must notify Lessor
of such assignment.
17. This Agreement shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Agreement shall lie in state courts
located in Tarrant County, Texas or in the United States District Court for the Northern
District of Texas, Fort Worth Division.
Lease Sites E-21 and E-22
Deed of Trust Upon Lien hold
in favor of The American National Bank of Texas
Page 4 of 8
18. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor,
Lessee and the Lender as to the matters contained herein. Any prior or contemporaneous
oral or written agreement concerning such matters is hereby declared null and void to the
extent in conflict with this Agreement.
19. The person signing this Agreement hereby warrants that he/she has the legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity.
The other party is frilly entitled to rely on this warranty and representation in entering into
this Agreement.
20. In the event of conflict between the Deed of Trust and the Lease the Lease supersedes the
Deed of Trust and Related Documents.
[Signature Pages Follow]
Lease sites E-21 and E-22
Deed of Trust Upon Lien hold
In favor of The American National Bank of Texas
Page 5 of 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the 4th day of April , 2025.
CITY OF FORT WORTH:
VMS,-W-
By:
Valerie Washington (Apr 4, 202510:35 CDT)
Valerie Washington
Assistant City Manager
Date: Apr 4, 2025
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 she 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 4th day of
April 2025.
Mad a D Chn,'- �
Angela`t. Chrisp (Apr 4, 2025 10:4 CDT)
o�PRr a�en ANGELA D. CHRISP
z Notary Public
+®* STATE OF TEXAS
y e Notary I.D. 134812443
FOF My Comm. Exp. Mar. 18, 2028
APPROVED AS TO FORM
AND LEGALITY:
C a,2 12a
By: Candace Pagtiara (Apr 4, 25 10:18 CDT)
Candace Pagliara
Assistant City Attorney
M&C: 25-0209
Date Approved: 03/11/2025
Form 1295:2024-1252507
Notary Public in and for the State of Texas
ATTEST: e�° r°o9�0
0
Pao o=a
°o�� 000 00,E
d�a� nEXAsoapp
By:
Janette S. Goodall/
City Secretary
Lease Sites E-21 and E-22
Deed of Trust Upon Lien hold OFFICIAL RECORD
in favor of The American National Bank of Texas
Page 6 of 8 CITY SECRETARY
FT. WORTH, TX
Daniel Griffith,
President
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STATE OF TEXAS §"°" ,
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`COUNTY OF TARRANT §�3
BEFORE -ME, the undersigned authority, a Notary Public in and for the State of Texas, on
. this daypersonally appeared DANIEL GRIFFITH 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 x
�E
TEXAS SKY HARBOR, LLC, a Texas limited liability company, and that he executed the same.§
as the act of TEXAS SKY HARBOR, LLC, a Texas limited liability company, for the purposes
and consideration therein expressed and in the capacity therein stated. x
I
9
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
2Q2540,
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V�"
� e
A.,
N Ell
Lease Sites E-21 and E-22;
Deed of Trust Upon Lien hold
In favor of The American National Bank of Tex
Page 7 of 8 M
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Notary Public in and for the State of Texas
!D #2323097
MY Dornmission Ebores
��� o June 24 2026
LENDER:
THE AMERICAN NATIONAL BANK OF
TEXAS
By: a eL J
Name: n 1
Title: U�
Date:
STATE OF TEXAS
COUNTY OF 4
ATTEST:
BEFORE ME, the undersigned....autbority, a Notary Public in and for the State of Texas, on this day
personally appeared �fOI�'LrI l� 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
AMERICAN NATIONAL BANK OF TEXAS and that he/she executed the same as the act of
THE AMERICAN NATIONAL BANK OF TEXAS for the purposes and consideration therein
expressed and in the capacity therein stated.
GJEN UNDER MY HAND AND SEAL OF OFFICE, this day of
�� , 2025.
Is
TAMARA RODGERS
Notary ID #124366417
My Commission Expires
December 26, 2026
Lease Sites E-21 and E-22
Deed of Trust Upon Lien hold
in favor of The American National Bank of Texas
Page 8 of 8
N V/Illy �
Nota ublk,in and for the State of Texas
CITY COUNCIL AGENDA
Create New From This MI&C
Official site of the City of Fort Worth, Texas
FORT WORTI I
REFERENCE **M&C 25- 55FWS TEXAS SKY HARBOR
DATE: 3/11/2025 NO.: 0209 LOG NAME: CONSENT TO LSEHOLD
DOT, E21 & E22
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of a Consent to Leasehold Deed of Trust with Texas Sky
Harbor, LLC and American National Bank of Texas, N.A. to Enable Texas Sky Harbor to
Obtain Financing to Facilitate New Hangar Construction for Lease Sites E-21 and E-22
Located at Fort Worth Spinks Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of a consent to leasehold deed of trust
with Texas Sky Harbor, LLC and American National Bank of Texas, N.A. to enable Texas Sky
Harbor, LLC to obtain financing to facilitate new hangar construction for lease sites E-21 and E-22
located at Fort Worth Spinks Airport.
DISCUSSION:
On October 15, 2024, Mayor and Council Communication (M&C) 24-0873, City Council approved City
Secretary Contract No. 62142, a Ground Lease Agreement with Texas Sky Harbor, LLC (TSH), which
includes mandatory improvements for Lease Sites E-21 and E-22 at Fort Worth Spinks Airport.
TSH has been working with their lender, American National Bank of Texas, N.A. (American
National) to secure a loan to facilitate hangar construction for Lease Sites E-21, which consists
of 37,313 square feet of ground space and E-22, which consists of 38,789 square foot hangar.
Mandatory improvements include a six (6) bay box hangar unit and twelve (12) t-hangar units. The
initial term of the lease commenced on October 17, 2024 and expires on October 16, 2054 at 11:59
PM with one (1) option to renew for an additional ten (10) year term. The hangars built will be used
for aeronautical purposes in accordance with City and Aviation Department policies. Annual revenue
from the ground lease for Lease Site E-21 is $11,567.03 and Lease Site E-22 is $12,024.59.
The Consent to Leasehold Deed of Trust will grant TSH's lender, American National, the right, subject
to any superior lien, to operate as Lessee or secure another tenant in place of TSH, if previously
approved by the City Council, in the event TSH defaults on its loan or its lease with the City of Fort
Worth. The lease agreement prohibits TSH from making any assignment of the lease or causing a
lien to be made on improvements constructed on the leased premises without City Council approval.
This type of transaction is routine for airport tenants and staff has no objection to TSH's request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8
FISCAL INFORMATION/CERTIFICATION,:
The Director of Finance certifies that approval of this recommendation will have no material effect on
City funds.
TO
Department Account Project Program Activity Budget Reference # Amount
Fund
ID ID _ _ ]____L Year (Chartfield 2)
FROM — ---
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv: Valerie Washington (6199)
Oriqinatinq Department Head: Roger Venables (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295.pdf (CFW Internal)
Location map Texas Skv Harbor (LDOT.pdf (Public)
Paqes from Form 1295 Texas Skv Harbor LLC.Ddf (CFW Internal)