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HomeMy WebLinkAboutContract 38573-EC1 CITY SECRETARy3i CONTRACT NO CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD AND ESTOPPEL CERTIFICATE FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE 4S CITY SECRETARY CONTRACT NO. 38573 This CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD ("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; TACTICAL AVIATION SERVICES, LLC ("Lessee"), an individual, and WOODARD AVIATION HOLDINGS, LTD. ("Lender"), a Texas limited liability company. A. On or about January 13, 2009 (M&C C-23272), Lessor and Lender entered into City Secretary Contract ("CSC") No. 38573, a lease of real property consisting of 454,400 square feet of ground space at Fort Worth Meacham International Airport ("Airport") known as Lease Site 4S ("Leased Premises"). CSC No. 38573 shall hereinafter be referred to as the "Lease." B. On or about w , by CSC No. 5'1 1, the Lender assigned all of its right,title and interest in the Leased Premises to Lessee;the Lessee accepted such assignment; and Lessor consented to such assignment C. Lessee and Woodard Aviation Holdings, LLC, entered into a Consent to Deed of Trust Lien Upon Leasehold to allow Lessee to obtain financing related to the Lessee's improvements to the Leased Premises. Lessee and the Lender desire Lessor to consent to the execution by Lessee of a Leasehold Deed of Trust lien on the Leased Premises (the "Deed of Trust") 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 is 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, which is attached hereto as Exhibit "A." 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, Tactical Aviation Services LLC Deed of Trust Upon Lienhold and Estoppel in favor of Woodard Aviation Holdings,Ltd. CSC No. 38573 OFFICIAL RECORD Page 1 of 8 pp CITY SECRETARY /!,m f,. I� �! R t rx 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. 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 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. Tactical Aviation Services LLC Deed of Trust Upon Lienhold and Estoppel in favor of Woodard Aviation Holdings,Ltd. CSC No. 38573 Page 2 of 8 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 insured's 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 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 ndebtedness 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 expires or is 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. Tactical Aviation Services LLC Deed of Tnist Upon Lienhold and Estoppel in favor of Woodard Aviation Holdings,Ltd. CSC No. 38573 Page 3 of 11. Notices to the Lender required pursuant to the provisions of this Agreement shall be conclusively deten-nined 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: WOODARD AVIATION HOLDINGS, LTD. P.O. BOX 101383 FORT WORTH, TEXAS 76185-1383 12. The par-ties hereto understand and agree that upon expiration or termination of the Lease, all 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, except for improvements of a non-permanent nature, all trade fixtures, machinery, furnishings and other items may specifically be removed from the Leased Premises in accordance with the Lease. In the event that the Lease expires or is 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. 13. Estoppel. a. The document referred to above as comprising the Ground Lease is the only document which constitutes the Ground Lease, and the Ground Lease is in full force and effect and has not been modified, changed, altered or amended in any respect. b. The Ground Lease is the only agreement between the City and the Existing Tenant relating to the Existing Tenant's Ground Lease at Fort Worth Meacham International Airport and, together with the minimum standards and other general regulations that may apply to the lessee under the Ground Lease, 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 Lease. C. To the best knowledge of the City, no monetary or non-monetary default by Existing Tenant presently exists under the Ground 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 Existing Tenant under the Ground Lease, 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 Lease. Tactical Aviation Services LLC Deed of Trust Upon Lienhold and Estoppel in favor of Woodard Aviation Holdings,Ltd. CSC No. 38573 Page 4 of 8 e. The City has not taken, and does not currently anticipate taking any action to, or that would, terminate the Ground Lease, f All improvements, facilities, work and alterations required to be furnished by the Existing Tenant under the Ground Lease have been satisfactorily constructed. 9, 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 Lease, which amounts have been paid through the month of September 2Al3. b. There are no oncrovvo or other deposits from Existing Tenant held by the City pursuant to the Ground Lease. k. Pursuant to the Ground Lease, the Initial Term of the Ground }.cuse cxyin:o on May 3|, 2030ut | |:59PM, The Existing Tenant has u right toextend the term of the Ground I.euoc for two (2) additional successive terms of five (5) years each (each u "Remewal'' Teom). 84. The provisions of this Consent to Deed of Trust Lien Upon Leasehold and Estoppel shall be self-operative and effective without the execution of any further instruments on the part of any party hereto. 85. Lessor understands and ago:cm that this Consent 0n [)ood of Trust Lien Dynn Leasehold and Eyk)pyc) is for the benefit of the I.codor, that the Lender relied upon this Consent to Deed of Trust Lien iJyoo Leasehold and Estoppel in making its decision to cuuku the I.ouu and that the Lender would not cuukc the Loan absent Lessor's execution and delivery of this Consent tn Deed ofTrust Lien Upon Leasehold and Estoppel. ` 10. This AgTueoucut may not be vvidbdoavvu, amended or modified except by a written agreement executed by the parties hereto and approved by Lessor's City Council. Lcuoec and the Lender covenant and agree that they will not amend the Deed ofTrust, or assign any rights and/or obligations thereunder, without the prior written consent 0[Lessor. 17. This Agreement uhu|] be construed in accordance with the iuvvm of the State of Texuu. Venue for any uodou arising under |beprovisions of this Agreement shall lie in state courts located in Tarrant County, Tcsu» or in |hc United States District Court for the Northern [)iobiot of Texas, Fort Worth Division. 10. This written |oytrurueoL including any documents attached hereto and/or incorporated herein by reference, cnuteiuo the oudrc understanding and agreement between Lessor, Lessee and the Lender uuto the matters contained herein. Any prior orcontemporaneous oral or written agreement concerning such matters is hereby declared uu|| and void to the extent io conflict with this Agreement. Tactical Aviation Services CLC Deed vfTrust Upon Cinobvid and Estoppel i^favor oC Woodard Aviation Holdings,Ltd. CSC No. 38j73 Page 5n[V LESSEE: ATTEST: TACTICAL AVIATION SERVICES,LLC By: By: ;Tho s Tr ejo 0 s Z�nagger' Date: STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Thomas Trejo 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 Tactical Aviation Services, LLC and that he executed the same as the act of Tactical Aviation Services, LLC for the purposes and consideration therein expressed and in the capacity therein stated, GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 12013. 19 LESA MOKE MY COMMiSSion Expires Notary Public in and for the State of Texas May 16, 2014 Tactical Aviation Services LLC Deed of Trust Upon Lienhold and Estoppel in favor of Woodard Aviation Holdings,Ltd. CSC No. 38573 Page 7 of 8 LENDER: ATTEST: WOODARD AVIATION HOLDINGS, LTD. By: By: Carl D. Woodard General Partner Date: ,- /'— fl`� 3' STATE OF_ § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Carl D. Woodard 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 Woodard Aviation Holdings, LTD and that he executed the same as the act of Woodard Aviation Holdings, LTD for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of r , 2013. ^� Notary Public, State of Texas My Commission Expires Notary Public in and for the State of Texas August 29, 2011 Tactical Aviation Services LLC Deed of Trust Upon Lienhold and Estoppel in favor of Woodard Aviation Holdings,Ltd. CSC No.38573 Page 8 of 8 EXHIBIT "A" 36061TACT1CAL-DEED OF TRUST_V1-1.DOCX AFTER RECORDING RETURN TO: CAPITAL TITLE of TEXAS,LLC Attention: Michelle Neill 1518 Legacy Drive Suite 280 Frisco,Texas 75034 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DEED OF TRUST Terms DATE: October 1, 2013 GRANTOR: TACTICAL AVIATION SERVICES, LLC, a Texas limited liability company GRANTOR'S MAILING ADDRESS: 200 Texas Way Fort Worth, Tarrant County, Texas 76106 TRUSTEE: MICHAEL D. HESSE TRUSTEE'S MAILING ADDRESS: 1518 Legacy Drive Suite 250 Frisco, Collin County, Texas 75034 LENDER: WOODARD AVIATION HOLDINGS, LTD., a Texas limited partnership LENDER'S MAILING ADDRESS: P. O. Box 101383 Fort Worth,Tarrant County, Texas 76185-1383 EXHIBIT "A" NOTE: Date: October 1, 2013 Original principal amount: $3,100,000.00 Borrower: TACTICAL AVIATION SERVICES, LLC, a Texas limited liability company Lender: WOODARD AVIATION HOLDINGS, LTD., a Texas limited partnership Maturity date: October 1,2018 PROPERTY(INCLUDING ANY IMPROVEMENTS): Being the leasehold interest in and to that certain real property located in Fort Worth, Tarrant County, Texas, and being more particularly described in Exhibit A attached hereto and incorporated herein by this reference for all purposes, and known locally as Lease Site 4S, which leasehold interest is more particularly described in that certain Fort Worth Meacham International Airport Ground Lease Agreement (herein referred to as the "Ground Lease"), dated May 14, 2009, executed by and between City of Fort Worth (herein referred to as the as lessor, and Woodard Aviation Holdings, Ltd., a Texas limited partnership, as lessee, encumbering that certain real property identified in the Ground Lease as Lease 4S Tract One, consisting of approximately 8.031 acres of land, and Lease 4S Tract One-A, consisting of approximately 0.088 acre of land, each of which are more particularly described in Exhibit A (herein collectively referred to as the "Lease Site 4S"). OTHER EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is made and accepted subject to the Ground Lease and any and all restrictions, reservations, covenants, conditions, rights of way, easements, municipal and other governmental zoning laws, regulations and ordinances, if any, of record in said county, to the extent (but not further) the same are valid and subsisting and affect title to the Property (herein collectively referred to as the "Permitted Exceptions"). For value received and to secure payment of the Note, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On payment of the Note and all other amounts secured by this deed of trust, this deed of trust will have no further effect, and Lender will release it at Grantor's expense. - 2 - EXHIBIT "A" Clauses and Covenants A. Grantor's Obligations Grantor agrees to: 1. keep the Property in good repair and condition; 2. pay all taxes and assessments on the Property before delinquency; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this deed of trust; 4. maintain, in a form acceptable to Lender, an insurance policy that: a. covers all improvements for their full insurable value as determined when the policy is issued and renewed, unless Lender approves a smaller amount in writing; b. contains an 80 percent coinsurance clause; C. provides fire and extended coverage, including windstorm coverage; d. protects Lender with a standard mortgage clause; e. provides flood insurance at any time the Property is in a flood hazard area; and f. contains such other coverage as Lender may reasonably require; 5. comply at all times with the requirements of the 80 percent coinsurance clause; 6. deliver the insurance policy to Lender within ten days of the date of this deed of trust and deliver renewals to Lender at least fifteen days before expiration; 7. obey all laws,ordinances, and restrictive covenants applicable to the Property; 8. keep any buildings occupied as required by the insurance policy; and 9. if the lien of this deed of trust is not a first lien, pay or cause to be paid all prior lien notes and abide by or cause to be abided by all prior lien instruments. 10. obtain the written consent of Lender prior to entering into any pledge, security agreement, mortgage, or deed of trust covering any portion of the Property. 3 - V EXHIBIT "A" B. Lender's Rights 1. Lender may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Note are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Lender may apply any proceeds received under the insurance policy either to reduce the Note or to repair or replace damaged or destroyed improvements covered by the policy. If the Property is Grantor's primary residence and Lender reasonably determines that repairs to the improvements are economically feasible, Lender will make the insurance proceeds available to Grantor for repairs. 4. Notwithstanding note terms to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor under the Note or this deed of trust may, at Lender's discretion, be applied first to amounts payable under this deed of trust and then to amounts due and payable to Lender under the Note, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. S. If Grantor fails to perform any of Grantor's obligations, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including attorney's fees,plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this deed of trust. 6. If there is a default on the Note or if Grantor fails to perform any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may: a. declare the unpaid principal balance and earned interest on the Note immediately due; b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and C. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Note. 7. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. - 4 - EXHIBIT "A" 8. If Grantor shall sell or convey all or any part of the Property or any interest therein, Lender may at Lender's option, declare the Note to be immediately due and payable, which option may be exercised at any time following such sale and/or conveyance. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien,Trustee will: I. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale,pay, in this order: a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; and d. to Grantor, any balance; and 4. be indemnified by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this deed of trust, which includes all court and other costs, including attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this deed of trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true. 3. Proceeding under this deed of trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Note is extended or part of the Property is released. - 5 - EXHIBIT "A" 5. If any portion of the Note cannot be lawfully secured by this deed of trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Note. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default under the Note or this deed of trust. Grantor will apply all rent and other income and receipts to payment of the Note and performance of this deed of trust, but if the rent and other income and receipts exceed the amount due under the Note and deed of trust, Grantor may retain the excess. If Grantor defaults in payment of the Note or performance of this deed of trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations under the Note and this deed of trust in the order determined by Lender. Lender is not required to act under this paragraph, and acting wider this paragraph does not waive any of Lender's other rights or remedies. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. 8. Interest on the debt secured by this deed of trust will not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this deed of trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. - 6 - EXHIBIT "A" l l. The term JVo/o irinbudcu all outonoioua and rcoovvujo of the Note and all amounts secured bvt1iim deed o[trust. 12. This deed nftrust binds, benefits, and may be enforced by the successors io interest 0fall parties. 13. l[Grantor and Borrower are not the same person, the term Grantor includes Borrower. 14. Grantor and each surety, endorser, and guarantor of the Note vvuivc all demand for puyzoeoL presentation for payment, notice of intention tnaccelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 15. Grantor agrees to pay reuuoumb|o attorney's fees, trustee's fees, and court and other costs of enforcing Lender's 6#hts under this deed of trust if this deed of trust is placed in the hands ofun attorney for enforcement. 16. If any provision of Otis decd of trust is dcteunjond to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 17. Grantor rcpcemeu{u d`ut this deed of trust and the Note are given for the following purposes: funds ndvuuocJ by Lender otGrantor's request and used iu payment ofthe purchase price of the Property. GRANTOR: TACTICAL AVIATION SERVICES, LLC, n7exas limited liability company Printed Name"" ]l[|e: - 7 - EXHIBIT "A" ACKNOWLEDGM EN'1' STATE OF TEXAS § COUNTY OF , § BEFORE. ME, the undersigned authority, on this day personally appeared the of Tactical Aviation Services, LLC, a T exas limited liability company, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the act of said company, for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this_22'/- '�day of September, 2013. NOIARY PUBLIC, STATE F TEXAS Printed Name: 4, My Commission Expires: KE i FSA MO: e"slo n Expires re]s 01 m,�,,ssion Expires 16,2014 - 8 EXHIBIT "A" EXHIBIT A LEGAL DESCRIPTION Tract One: Being 8.031 acres of land located in Block 2, Meacham Airport, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 2445 of the Plat Records of Tarrant County, Texas, and said 8.031 acres also incorporating all of the existing Lease IS and 2S, and portions of formerly unleased areas. Said 8.031 acres of land being more particularly described by metes and bounds as follows: Commencing at the most Easterly Southeast corner of said Block 2, Meacham Airport Addition, and said point of commencing, being the intersection of the North right-of-way line of NW 38th Street, and the West right-of-way line of North Main Street; Thence N 00' 28' 40" E, 311.27 feet along the West right-of-way line of said North Main Street, and the East boundary line of said Block 2, to a point; Thence N 89' 58' 27" W, 50.55 feet to a 1/2" iron rod found at the Southeast comer of the aforesaid existing Lease 2S, and said point of beginning, also having Texas State Coordinate NAD 27 Values of N=417259.38,E=2045641.00; Thence along the South boundary line of said existing Lease 2S, as follows: 1. N 89- 58' 27" W, 144.23 feet to a 1/2" iron rod set; 2. S 000 01' 33" W, 20 feet to an "X" cut in concrete found; 3. N 89- 58' 27" W, 31.50 feet to a 1/2" iron rod set; 4. N 00c' 01' 33" E, 20.00 feet to a 1/2" iron rod set; 5. N 890 58' 27" W,28.5 1 feet to a 1/2" iron rod set; Thence S 00' 26' 34" W, 153.45 feet to a 1/2" iron rod set at the Southeast comer of the herein described lease area, also having Texas State Coordinate NAD 27 Values of N = 417106.03, E 2045435.58; Thence N 890 3 P21" W, 160.01 feet to a point; Thence N 000 26' 34" E, 988.19 feet to an "X" cut in concrete found at the most Westerly Northwest comer of aforesaid Lease I S; Thence along the North boundary line of said existing Lease I S, as follows: 1. S 800 12' 21" E, 147.09 feet to a "PK" nail found; 2. N 00- 43- 39" E, 129,28 feet to a "PK" nail found; 3. S 89- 16' 21" E, 194.50 feet to a 1/2" iron rod found stamped "City of Fort Worth; - 9 - EXHIBIT "A" 4. S 000 30' 21" W, 39.00 feet to a "PK" nail found at the most Northerly Northeast comer of said existing Lease IS; 5. S 890 29' 39" E, 25.00 feet to a "PK" nail found at the most Easterly Northeast comer of said existing Lease IS; Thence SOOO 30' 21" W, 898.74 feet along the East boundary line of said existing Lease IS and Lease 2S, to the point of beginning, containing 8.031 acres (349,817 square feet)of land. Tract One-A: Being 0.088 acres of land known as Lease Site No. IS-D-S, and being a portion of Block 2, Meacham Airport, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 2445 of the Plat Records of Tarrant County, Texas, Said 0.088 acres of land being more particularly described by metes and bounds as follows: Commencing at the most Easterly Southeast comer of said Block 2, Meacham Airport, and said point of commencing, being the intersection of the North right-of-way line of NW 38th Street, and the West right-of-way line of North Main Street; Thence N 00'28' 40" E, 783.61 feet to a point; Thence N 890 31' 20" W, 11.14 feet to a railroad spike in asphalt found for the point of beginning, being the Southeast comer of said Lease Site No. IS-D-S, and said point of beginning, also having Texas State Coordinate NAD 27 Values of N = 417731.91 and E 2045684.35; Thence N 890 32' 04" W, 15.00 feet to a railroad spike in asphalt found at the Southwest comer of said Lease I S-D-S; Thence along the West boundary line of said Lease I S-D-S as follows: 1. N 00- 27' 56" E, 157.54 feet to a railroad spike in asphalt found; 2. N 890 32' 04" W, 4.60 feet to a railroad spike in asphalt found; 3. N 000 27' 56" E, 8.64 feet to a railroad spike in asphalt found; 4. S 890 32' 04" E, 4.60 feet to a railroad spike in asphalt found; 5. N 000 27' 56" E, 85.67 feet to a railroad spike in asphalt found at the Northwest comer of said Lease I S-D-S; Thence S 89' 32' 04" E, 15.00 feet along the North boundary line of said Lease IS-D-S, to a railroad spike in asphalt found at the Northeast comer of said Lease I S-D-S; - 10 - EXHIBIT "A" Thence S 00' 27' 56" W, 251.85 feet along the East boundary line of said Lease I S-D-S, to the point of beginning,containing 0.088 acres(3,817 square feet) of land. an City of Fort Worth, Texas Mayor and Council Communication COUNCIL, ACTION: Approved on 10122/2013 DATE: Tuesday, October 22, 2013 REFERENCE NO.: **C-26517 LOG NAME: 55FTW TACTAVIATION SERVICES SUBJECT: Authorize Execution of a Consent to Assignment and a Consent to Deed of Trust Lien of a Ground Lease Agreement by Woodard Aviation Holdings, LTD, to Tactical Aviation Services, LLC, for Lease Site 4S at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment and a Consent to Deed of Trust Lien of a Ground Lease Agreement by Woodard Aviation Holdings, LTD, to Tactical Aviation Services, LLC, for Lease Site 4S at Fort Worth Meacham International Airport. DISCUSSION: Woodard Aviation Holdings, LTD (Woodard Aviation), currently holds a Ground Lease Agreement for Lease Site 4S (Lease Agreement), also known as City Secretary Contract (CSC) No. 38573 (M&C C- 23272) approved on January 13, 2009. Lease Site 4S originally consisted of 454,400 square feet of ground space and includes approximately 70,121 square feet of hangar space, 29,042 square feet of office space, 8,000 square feet of storage space and 1,620 square feet of shop space at Fort Worth Meacham International Airport. Initially, Lease Site 4S included a tract of land equal to 100,766 square feet of ground space that was to have had mandatory improvements completed in accordance with the time frames, milestones, specifications and other conditions identified in the Lease Agreement. These requirements were not met and under the provisions of the lease, the 100,766 square foot tract was removed from the Lease Site in August 2011. Following the removal of this tract, Lease Site 4S now consists of 353,634 square feet of ground space. Staff has received a request from Woodard Aviation to assign this Lease Agreement, as well as consent to a deed of trust to Tactical Aviation Services, LLC (Tactical Aviation). Upon City Council approval, Tactical Aviation will assume oversight of all leasehold interests and obligations associated with the lease. Tactical Aviation will not acquire any interest of any kind in the tract that was removed in 2011. To complete improvements to the Lease Site, Tactical Aviation will secure long-term financing from Woodard Aviation. The Lease Agreement prohibits Woodard Aviation from making any assignment of the lease or causing any lien to be made on improvements constructed on the leased premises without City Council approval. These types of transactions are routine for large airport tenants and Staff has no objection to this request. Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2. FISCAL INFORMATION /CERTIFICATION: Logname: 55FTW TACTAVIATION SERVICES Page 1 of 2 The Financial Management Services Director certifies that this action will have no material effect on City f6 as. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Fernando Costa (6122) Originating Department Head: Bill Welstead (5402) Additional Information Contact: Jonnie Huitt (5409) ATTACHMENTS 1. 55FTW TactAviation Services Exhibit.pdf (Public) Logname: 55FTW TACTAVIATION SERVICES Page 2 of