HomeMy WebLinkAbout21-409 RESOLUTION NO. 21-409
A RESOLUTION CONDITIONALLY CONSENTING TO
THE MERGER OF APP PROPERTIES, INC. INTO AN
AFFILIATE OF RIDGEWOOD INFRASTRUCTURE, LLC
AND THE RESULTING CHANGE OF CONTROL OF FORT
PIERCE FBO LLC; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Board of County Commissioners of St. Lucie County, Florida
("Board"), has made the following determinations:
1. St. Lucie County owns and operates the Treasure Coast International Airport
("Airport").
2. Fort Pierce FBO, LLC dba APP Jet Center Fort Pierce leases property at the
Airport from the County as successor in interest to Volo Holdings Fort Pierce LLC as successor
in interest to B&E Houck Enterprises, Inc., for the operation of a fixed based operation providing
a variety of general aviation services directly and through its sublessees pursuant to the Amended
and Restated Lease Agreement dated October 10, 2000 as amended by the First Amendment to
Amended and Restated Lease Agreement dated September 12, 2006, and as further amended by
the Second Amendment to Amended and Restated Lease Agreement dated June 4, 2019 ("Houck
Lease").
3. Fort Pierce FBO, LLC, also leases property at the Airport from the County as
successor in interest to Treasure Coast FBO, LLC as successor in interest to Air Charter of
Florida, Inc. for a fixed based operation providing a variety of general aviation services directly
and through its sublessees pursuant to the Second Amended and Restated Lease Agreement
dated May 16, 2008 ("Air Charter Lease").
4. APP Properties, Inc. is the owner and operator of Fort Pierce FBO, LLC, and
Ridgewood Infrastructure, LLC is a proposed acquirer of APP Properties, Inc.
5. Section 25 of the Houck Lease and Section 21 of the Air Charter Lease provide
that the Lessee shall not assign its interest in the Agreement without the prior written consent of
the County.
6. Pursuant to these sections of the Houck Lease and Air Charter Lease, APP
Properties, Inc. and Ridgewood Infrastructure, LLC, have requested that the County consent to
the merger of APP Properties, Inc. into an affiliate of Ridgewood Infrastructure, LLC, and the
resulting change of control of Fort Pierce FBO LLC.
7. The resulting company intends to continue doing business as APP Jet Center Fort
Pierce; however, the Board will consist primarily of representatives from Ridgewood
Infrastructure, LLC, who will control the Company.
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8. The Board has determined that consent to the merger and change of control of
Fort Pierce FBO, LLC is in the best interest of the County as the merger would increase the
availability of capital to complete existing projects and to develop new projects with the County
as a partner.
9. The Board's consent is conditioned upon certain deficiencies being timely
corrected.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of
St. Lucie County, Florida:
1. Ratification of the Recitals. The foregoing recitals are hereby ratified and confirmed
as true and correct and are hereby made a part of this Resolution.
2. Consent to Merger and Change of Control. The Board hereby consents to the
merger of APP Properties, Inc. into an affiliate of Ridgewood Infrastructure, LLC and
the resulting change of control of Fort Pierce FBO LLC, conditioned upon certain
deficiencies being timely corrected by APP Properties, Inc., Ridgewood
Infrastructure, LLC, and its affiliate in accordance with the corrective action plan set
forth in Lessor's Conditional Consent to Merger attached hereto as Exhibit 1, and
subject to final review and approval by the County Attorney.
3. Authorization to Sign Documents. The Chair is authorized to sign any necessary
documents to consent to the merger of APP Properties, Inc. into an affiliate of
Ridgewood Infrastructure, LLC and the resulting change of control of Fort Pierce
FBO LLC, as approved by the County Attorney.
4. Effective Date. This resolution shall take effect on November 16, 2021.
After motion and second, the vote on this resolution was as follows:
Commissioner Sean Mitchell, Chair AYE
Commissioner Frannie Hutchinson, Vice Chair AYE
Commissioner Cathy Townsend AYE
Commissioner Chris Dzadovksy AYE
Commissioner Linda Bartz AYE
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PASSED AND DULY ADOPTED this 16th day of November 2021.
ATTEST: BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
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EXHIBIT 1
LESSOR'S CONDITIONAL CONSENT TO MERGER
THIS LESSOR'S CONDITIONAL CONSENT TO MERGER (this "Consent") is
given this day of , 2021 by ST. LUCIE COUNTY, a political
subdivision of the State of Florida("Lessor").
RECITALS:
A. Lessor is the owner and holder of the landlord's/lessor's interest under(i) that certain
Amended and Restated Lease Agreement dated January 27, 2003, as Amended by
First Amendment to Amended and Restated Lease Agreement dated May 11, 2004,
by and between St. Lucie County and APP Properties, Inc., a Maryland corporation
("APP"), as successor in interest to Air Charter of Florida, Inc., as lessee, and(ii)that
certain Amended and Restated Leased Agreement dated October 10, 2000, as
Amended by First Amendment to Amended and Restated Lease Agreement dated
September 12, 2006, by and between St. Lucie County and APP, as successor in
interest to B&E Houck, Inc., as lessee (collectively referred to herein as the
"Leases").
B. APP, as Lessee under the Leases, has requested that Lessor consent to a merger of
Lessee with , a (" "), an affiliate of
Ridgewood Infrastructure LLC, a Delaware limited liability company ("Ridgewood")
(the"Merger"),which consent to merger is required under the terms of the Leases.
C. Lessor is willing to consent to the aforementioned merger on the terms and conditions
provided for herein and the acknowledgement and agreement of such terms and
conditions by APP and Ridgewood as set forth hereinbelow.
NOW, THERFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lessor agrees as follows:
1. Recitals; Construction. The foregoing Recitals are true and correct and incorporated
herein by this reference, as if set forth in their entirety. Any capitalized term not
specifically defined herein shall have the same meaning as set forth in the Leases.
Should any term of this Consent conflict with any terms or conditions of the Leases,
the terms and conditions of the Leases shall control.
2. Consent to Merger. Lessor hereby consents to the Merger, subject to the terms and
conditions set forth herein. The surviving entity after such Merger shall be deemed
to be the Lessee under the Lease.
3. No Modification of Leases; Cure of Designated Deficiencies
(a) Nothing in this Consent shall be deemed to alter the terms and conditions under the
Lease, impose any additional obligations or liabilities on the Lessor, nor constitute a
modification or amendment of the Leases. No such modification or amendment shall be
deemed to occur unless a new lease or an amendment of the Leases is approved by the
Lessor's Board and executed between Lessor and Lessee. The consent granted hereby
shall not be deemed or construed to be the undersigned's consent in advance to any
future sublease or assignment of the Agreement or a waiver any rights or claims of the
Lessor in connection with the Lease.
(b) Without limiting the foregoing, APP, Ridgewood and acknowledge
notice of certain deficiencies under the Leases and agree that the Lessor's consent to the
Merger is conditioned upon and made in reliance upon and in consideration for the
agreement that the deficiencies shall be timely corrected in accordance with the
corrective plan set forth on Exhibit "A" attached hereto. Failure to timely correct such
deficiencies may, at the sole discretion of the County, be deemed a default under the
Lease(s).
(c) Without limiting anything contained herein, Lessee shall not be released with respect
to any indemnity obligations in favor of Lessor, arising out of liabilities, costs, claim of
loss, damages, fines or penalties, including, without limitation, any related to
environmental conditions, whether known or unknown, caused by APP, its employees,
contractors or agents and/or which occurred during the term of APPs occupancy under
the Lease and prior to the effective date of the Merger.
4. General Provisions. No failure or delay of Lessor to exercise any power given
hereunder or to insist upon strict compliance with any obligation specified herein,
and no custom or practice at variance with the terms hereof, shall constitute a waiver
of Lessor's right to demand exact compliance with the terms hereof. This Consent
contains the entire agreement of the Lessor, and no representations, inducements,
promises or agreements, oral or otherwise, by Lessor not embodied herein shall be of
any force or effect. Any amendment to this Consent shall not be binding upon any of
the Parties hereto unless such amendment is in writing and executed by Lessee and
the Lessor. The provisions of this Consent shall inure to the benefit of and be
binding upon all parties hereto and their respective heirs, administrators, executors,
personal representatives, successors and assigns. This Consent may be executed and
delivered electronically and in multiple counterparts, each of which shall constitute
an original, but all of which taken together shall constitute one and the same
agreement. The effective date of this consent shall be the date that it is signed by all
of the parties hereto. The headings inserted at the beginning of each paragraph of this
Consent are for convenience only, and do not add to or subtract from the meaning of
the contents of each paragraph. This Agreement shall be interpreted under the laws of
the State of Florida. All parties hereto agree that venue for any legal action
authorized hereunder shall be in the courts of St. Lucie County, Florida. The
agreement set forth in this Consent are intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Consent or the application thereof to any person
or circumstance shall, for any reason and to any extent, be invalid or unenforceable,
the remainder of the agreements in this Consent and the application of such provision
to other persons or circumstances shall not be affected thereby but rather shall be
enforced to the greatest extent permitted by law. TIME IS OF THE ESSENCE OF
THIS AGREEMENT AND EACH AND EVERY PROVISION HEREOF.
[Signatures on following pages.]
IN WITNESS WHEREOF,Lessor has duly executed this Consent as of the day and year
first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS,
ST. LUCIE COUNTY,FLORIDA
DEPUTY CLERK By:
Print Name:
As Its:
Date:
APPROVED AS TO FORM AND CORRECTNESS:
COUNTY ATTORNEY
IN WITNESS WHEREOF, the parties below, by their duly authorized officers have
executed this Consent to acknowledge and agree to the terms and conditions and the
obligations imposed on the Lessee hereunder.
WITNESSES: APP PROPERTIES,INC.,a
Maryland corporation
By:
Name:
Print Name: Title:
ATTEST:
Print Name:
By: , Secretary
WITNESSES: RIDGEWOOD INFRASTRUCTURE LLC,a
Delaware limited liability company
By:
Name:
Title:
Print Name:
ATTEST:
Print Name:
By: , Secretary
WITNESSES: ,a
By:
Name:
Print Name: Title:
ATTEST:
Print Name:
By: , Secretary
Exhibit A
A P P APP Properties,Inc.
2982 Curtis King Blvd
Fort Pierce,FL 34946
(203)594-7470
November 16, 2021
St. Lucie County Board of Commissioners
2300 Virginia Ave.
Fort Pierce, FL 34982
Ladies and Gentlemen:
APP and Ridgewood are eager and excited to begin their partnership with St. Lucie County and
the Treasure Coast International Airport.APP recognizes the importance of communication with the
Airport regarding operations on the field.To further improve this communication,APP would like to
hold once weekly operational meetings between APP operations staff and Airport operations staff. In
addition to this,APP would like to hold bi-monthly operational tours of its ground leases with Airport
staff.
This letter represents the commitment of APP to abide by the terms of each ground lease
agreement, including its commitment to resolving the items raised below that remain unresolved and
ensuring that items that have already been resolved will not reoccur in the future.
Items Currently being Addressed
1. Item:3780 St. Lucie Blvd:TMX Aero(sub-tenant of Aircraft Service Center Inc.,who is APP's sub-
ground tenant) has been operating without a lease agreement in place and approved by the
county.TMX also has numerous items on property in violation of airport regulations, including
trash,discarded tires, an abandoned ambulance vehicle and two airplanes being broken down
for parts.
a. Action Plan:APP provided a default notice to Aircraft Service Center Inc.The notice
gave until November 15, 2021 to address all deficiencies. APP has engaged Fox
McCluskey Bush Robison, PLLC of Stuart, FL to sue for eviction. Eviction filings will be
made by November 30, 2021. If tenant does not address deficiencies prior to being
evicted,APP will do so after securing eviction.
2. Item:3101 Airman's Drive:Tenant TWMCC Leasing, LLC has numerous items on property in
violation of airport regulations, including a dual axle trailer,a semi-trailer,garbage and debris.
a. Action Plan:APP provided a default notice to TWMCC Leasing, LLC.The notice gave until
November 15, 2021 to address all deficiencies.APP has engaged Fox McCluskey Bush
Robison, PLLC of Stuart, FL to sue for eviction. Eviction filings will be made by November
30, 2021. If tenant does not address deficiencies prior to being evicted,APP will do so
after securing eviction.
3. Item: 3804 and 3824 Airman's Drive:Tenant Chip's Custom Painting, Inc. has numerous boats,
junk vehicles, recreational vehicles and other non-aviation use equipment on property.Tenant
engages in painting of non-aviation vehicles in violation of airport regulations.
A P P; APP Properties,Inc.
2982 Curtis King Blvd
Fort Pierce,FL 34946
(203)594-7470
a. Action Plan: APP provided a default notice to Chip's Custom Painting, Inc. The notice
gave until November 15, 2021 to address all deficiencies. APP has engaged Fox
McCluskey Bush Robison, PLLC of Stuart, FL. Chip has removed many of the offending
items and has informed us he intends to remove the rest prior to November 15. There
are ongoing discussions among Chip's Custom Painting, Inc., the Airport and APP as it
pertains to the painting of non-aviation vehicles.
Resolved Items
• Vehicles and boats located at 3170/3180 Airman's drive:
o The vehicles are actually trailers used by MFI for their missions, and so are permitted
under airport regulations to be there.The Airport and APP have met with MFI to devise
system for identifying large vehicles that will be parked there for extended periods for
MFI missions. After some time spent tracking the boat owner down, he was identified
this morning and will remove the boat immediately.
• Boat(s) located nearby BD Aero old hangar pad:
o These have been removed by sub-tenant.
• HazMat storage, Drums not labeled with unknown content located nearby BD Aero Ramp, old
hangar pad:
o APP engaged environmental waste disposal company to remove sub-tenant's drums.
They have been removed.
• Many derelict aircraft on aprons and ramps within leased premises:
o This is to be handled on a case by case basis.Two of the airplanes are at 3780 St. Lucie
Blvd and so will be handled as part of the eviction proceeding. The Jet Stars by Treasure
Coast Jet are in the process of being removed. APP will work with the Airport to
determine which of the remaining aircraft have been abandoned and will work through
the legal process to have them removed.
• Excessive growth of vegetation throughout entire APP leasehold
o APP hired a dedicated landscaper and believes this complaint dates to prior the
engagement of the landscaper.
• Vehicles have been observed transiting through the non-movement areas without appropriate
company logo and required safety lighting.
o These vehicles are not APP vehicles or employees. APP has discussed with the Airport
about the need for a zipper lane, which is to be included in the future. APP and the
Airport will communicate with each other and any offenders if vehicles are observed
driving through the area.
• Bypassing safety system during fuel transfer, Deadman control on bottom load valve
intentionally bypassed by tying off.
o APP actually uses a spring loaded rope so deadman control was not bypassed. However,
APP has ordered a new deadman switch that functions with an electronic timer. The
part is being manufactured and should be delivered in the next month or two.
• Transferring 100LL Avgas by means of unapproved transfer methods (refueling another AvGas
refueling truck with refueling hose over the top into truck lid).
APP Properties,Inc.
Pe ,
APP 2982 Curtis King Blvd
Fort Pierce,FL 34946
(203)594-7470
o There is actually a downtube specially manufactured for this purpose, which the Airport
has agreed makes the process safe. However, APP was only doing it while it was waiting
for the meter on the AvGas fuel farm to be fixed. It has since been fixed, so the practice
has ended.
• Refueling and fuel transferring activities were commencing by APP Jet Center personnel during a
thunderstorm while active lightning was present within 1 to 2 miles of ongoing activities.
o APP uses a lighting detector kept in the office to inform line technicians when lightning
is near. Given the propensity for lightning storms to appear quickly in Florida, however,
APP has installed lightning detectors in each fuel truck so that there is no gap between
when the detector goes off in the office and the technician at the truck receives word of
the lightning over the radio.
• Transport truck delivery of Jet A was being received into APP Jet Center's fuel farm with no APP
trained personnel present during receipt of fuel. Transport driver was left alone.
o This is a violation of APP policies, but we believe the employees in question were trying
to provide service to a customer more quickly. An all hands safety meeting was called
where it was made clear under no circumstances is this allowable and it is ground for
immediate termination.
Very Truly Yours,
Daniel Harrow, Chief Executive Officer