HomeMy WebLinkAboutContract 62378-CD1CSC No. 62378-CD1
CONSENT TO LEASEHOLD DEED OF TRUST
FORT WORTH SPINKS AIRPORT
LEASE AGREEMENTS
LEASE SITE 31N-A
This CONSENT TO L E A S E H O L D 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; DANIEL
GRIFFITH ("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. 62378 (the "Lease") for the space known as lease site 31N-A ("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 Site 31N-A
Deed of Trnst Upon Lien hold
In favor of The American National Bank of Texas
Page I 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 ifLessee 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 i f 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 permitted 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
Lease Site 31 N-A
Deed of Trust Upon Lien hold
in favor of The American National Bank of Texas
Page 2 of 8
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
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
Lease Site 31N-A
Deed of Trust Upon Lien hold
In favor of The American National Bank of Texas
Page 3 of 8
any way Lessee's indebtedness to the Lender.
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 06/12/2048. Lessee
has no options to extend the term of the Lease.
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 Site 31 N-A
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 parry, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the entity.
The other party is fully 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 Site 31 N-A
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 7th day of April , 2025.
CITY OF FORT WORTH:
VOL w
By: Valerie Washington (Apr 7, 2025 09:36 CDT)
Valerie Washington
Assistant City Manager
Date: Apr 7, 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 7th day of
April 2025.
c�-
AngelatD. Chrisp (Apr 7, 2025 09:h CDT)
Pave ANGELA D. CHRISP
Notary Public
*®* STATE OF TEXAS
Notary I.D. 134812443
FoF My Comm. Exp. Mar. 18, 2028
APPROVED AS TO FORM
AND LEGALITY:
Caw(ace TagGiaVa
By: Candace Pagliara (Apr 7, 2b15 08:59 CDT)
Candace Pagliara
Assistant City Attorney
M&C: 25-0267
Date Approved: 03/25/2025
Form 1295: 2025-1274259
Lease Site 31 N-A
Deed ofTrast Upon Lien hold
in favor of The American National Bank of Texas
Page 6 of 8
Notary Public in and for the State of Texas
ATTEST:
By: l/Jj
Janette S. Goodall
City Secretary
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KIP NILES
Lease Site 31N-A � � x eGo ID #2323097
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Deed of Trust Upon Lien hold `���� N
My Commission Ex
pires
,.. June 24, 2026
n favor of The American National Bank of Texas
Page 7 of
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LENDER:
THE AMERICAN NATIONAL BANK OF
TEXAS
r
By:
Name: &In a/I
Title: � Vi
Date: A-P?i i i Qn z
STATE OF TEXAS §
--�" §
COUNTY OF Wu+ Q�M�' §
ATTEST:
By:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared ,ro(A+4+ 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.
IVEN UNDER MY HAND AND SEAL OF OFFICE, this I day of
_74H, , 2025.
t►�� °�e TAMARA RODGERS
Notary ID #124366417
N My Commission Expires _
December 26, 2026
Lease Site 29E
Deed of Trust Upon Lien hold
in favor of The American National Bank of Texas
Page 8 of 8
N
Notary Pu c in and for the State of Texas
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 3/25/2025 REFERENCE **M&C 25- LOG NAME
NO.: 0267
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORT WORTI I
55FWS DANIEL GRIFFITH
CONSENT TO LSEHOLD
DOT, SITE 29E,31 N-A
tire]
SUBJECT: (CD 8) Authorize Execution of a Consent to Leasehold Deed of Trust with Daniel Griffith
and American National Bank of Texas, N.A. to Enable Daniel Griffith to Obtain a Line of
Credit Using Lease Site 29E and Lease Site 31 N-A as Collateral to Expand Aeronautical -
Related Business Activity 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 Daniel Griffith and American
National Bank of Texas, N.A. to enable Daniel Griffith to obtain a line of credit using Lease
Site 29E as collateral to expand aeronautical -related business activity located at Fort Worth
Spinks Airport; and
Authorize execution of a consent to leasehold deed of trust with Daniel Griffith and American
National Bank of Texas, N.A. to enable Daniel Griffith to obtain a line of credit using Lease
Site 31N-A as collateral to expand aeronautical -related business activity located at Fort
Worth Spinks Airport.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend City Council authorize
execution of a consent to leasehold deed of trust with Daniel Griffith and American National Bank of
Texas, N.A. to enable Daniel Griffith to obtain a line of credit using Lease Site 29E and Lease Site
31 N-A as collateral to expand aeronautical -related business activity located at Fort Worth Spinks
Airport.
On October 12, 2022, M&C 22-0804, City Council approved City Secretary Contract (CSC) No. 58243,
a ten (10) year Hangar and Ground Lease Agreement with Daniel Griffith, which includes 30,500
square feet of ground space and a 14,000 square foot hangar, known as Lease Site 29E located at
Fort Worth Spinks Airport. CSC 58243 has two (2) options to renew for additional successive terms
of five (5) years each. Annual revenue from the Lease is currently $38,174.60.
On November 18, 2024, M&C 24-0992, City Council approved CSC No. 62378, a Ground Lease
Agreement with Daniel Griffith, which includes 65,907 square feet of ground space and a 12,000
square foot hangar, known as Lease Site 31 N-A located at Fort Worth Spinks Airport. CSC No. 62378
expires on June 12, 2048, with no option to renew. Annual revenue from the Lease is currently
$20,431.17.
Daniel Griffith has been working with their lender, American National Bank of Texas, N.A. (American
National) to secure a line of credit to expand aeronautical -related business activity at Fort Worth
Spinks Airport. Mr. Griffith is actively constructing additional aircraft storage hangars and improving
his existing facilities to provide much needed services to the users of the Fort Worth Spinks
Airport. American National intends to use both Lease Site 29E and 31 N-A as collateral for the loan.
The Consent to Leasehold Deed of Trust will grant Daniel Griffith's lender, American National, the
right, subject to any superior lien, to operate as Lessee or secure another tenant in place of Daniel
Griffith, if previously approved by the City Council, in the event Daniel Griffith defaults on the loan or
the lease with the City of Fort Worth. The lease agreement prohibits Daniel Griffith 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 Daniel Griffith's request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of these recommendations will have no material effect
on City funds.
Fund Department Account Project Program Activity Budget Reference # Amount
_ ID _��— ID Year (Chartfield 2)_�
FROM
Fund Department Account Project�Progr�amA�ctivity�Bud—get Reference #AmounID Year I (Chartfield 2) 1
Submitted for Citv Manager's Office bv: Valerie Washington (6199)
Oriqinatinq Department Head: Roger Venables (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
1295 31 N-A.Ddf (CFW Internal)
Form 1295 ANB.Ddf (CFW Internal)
Location MaD 29E and 31 N-A.Ddf (CFW Internal)