HomeMy WebLinkAbout21-428 RESOLUTION NO. 21-428
A RESOLUTION REPEALING RESOLUTION NO. 21-392
AND 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, as further amended by the
Ground Lessor Consent dated April 24, 2007, 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. On November 16, 2021, the Board consented to the merger and change of control
conditioned upon certain deficiencies being timely corrected as set forth in Resolution No. 21-
392.
10. Subsequent to the Board's adoption of Resolution No. 21-392, the merging parties
requested that the County remove any conditions to the consent so that the merger could occur
prior to the deficiencies being corrected, with the understanding that failure to correct the
deficiencies as set forth in an agreed action plan would constitute default under the Leases.
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. Repeal. Resolution No. 21-392 is hereby repealed in its entirety.
3. 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, as set forth in Lessor's
Consent to Merger attached hereto as Exhibit 1, and subject to final review and
approval by the County Attorney.
4. 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.
5. Effective Date. This resolution shall take effect on December 7, 2021.
After motion and second, the vote on this resolution was as follows:
Chair Sean Mitchell AYE
Vice Chair Frannie Hutchinson AYE
Commissioner Linda Bartz ABSENT
Commissioner Chris Dzadovsky AYE
Commissioner Cathy Townsend AYE
PASSED AND DULY ADOPTED this 7th day of December 2021.
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ATTEST: BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
g"-- �t�, ` / BY: '
DEPUTY CLERK a# '�i�,Pr t, CHAIR
, r m
4si, a APPROVED AS TO LEGAL FORM AND
`G -;',: 'ti CORRECTNESS:
c°LNTY,F1.0
AS5f . OUNTY A TORNEY
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Exhibit 1
LESSOR'S CONSENT TO MERGER
THIS LESSOR'S CONSENT TO MERGER (this "Consent") is made this day of
, 2021 between ST. LUCIE COUNTY,a political subdivision of the State of Florida
("Lessor");Fort Pierce FBO,LLC,a Florida limited liability company dba APP Jet Center("Lessee");
Ridgewood Infrastructure LLC, a Delaware limited liability company; and RW Pegasus Holdings,
LLC, a Delaware limited liability company.
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 Fort Pierce FBO, LLC, a Florida limited liability company
dba APP Jet Center ("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, as Amended by the Ground Lessor Consent dated April 24, 2007,
and as Amended by Second Amendment to Amended and Restated Lease Agreed dated
June 4, 2019 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 APP
Properties, Inc.,the sole member of Lessee,with RW Pegasus Holdings LLC, a Delaware
limited liability company ("RW"), 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, THEREFORE, 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 continue to be
APP Properties,Inc.,the sole member of the Lessee under the Leases,and the Lessee under
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the Leases shall not change.
3. Cure of Designated Deficiencies
(a) 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 of any
rights or claims of the Lessor in connection with the Lease.
(b) Without limiting the foregoing, (i) APP, Ridgewood and RW acknowledge the receipt of
notice of certain deficiencies under the Leases, (ii)APP agrees to take the actions set forth in
Section A of the "Action Plan" attached as Exhibit "A" hereto and incorporated herein by
reference, and (iii) APP, Ridgewood and RW further acknowledge that the failure to take the
actions set forth in Section A of the Action Plan shall be deemed a default under the applicable
Lease.
(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 APP's 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 as it relates to the matters contained herein, 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
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THE ESSENCE OF THIS AGREEMENT AND EACH AND EVERY PROVISION
HEREOF.
5. Leases in Full Force and Effect. The parties acknowledge that this Consent
amends the Leases by providing that the failure of Lessee to take the actions set forth in
Section A of the Action Plan, shall constitute a default under the Leases. Except as
amended herein, the remaining terms of the Leases as previously amended shall remain
in full force and effect.
6. No Limitation of Remedies. Notwithstanding the provisions set forth in
Paragraph 3 above, or any other provision contained in this Consent,the parties hereby
agree that no remedy conferred by any of the specific provisions of this Consent,
including without limitation, Paragraph 3, is intended to be exclusive of any other
remedy, and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.
[Signatures on following pages.]
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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
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IN WITNESS WHEREOF, Lessee, by its duly authorized officers has executed this
Consent to acknowledge and agree to the terms and conditions and the obligations imposed on the
Lessee hereunder.
FORT PIERCE FBO LLC
WITNESSES: By: APP Properties, Inc.,a
Maryland corporation, as its Sole Member
By:
Print Name: Name:
Title:
Print Name: ATTEST:
By: , Secretary
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IN WITNESS WHEREOF, the parties below, through their respective authorized
representatives, hereby acknowledge the terms and conditions imposed upon the Lessee.
WITNESSES: RIDGEWOOD INFRASTRUCTURE LLC,a
Delaware limited liability company
By:
Name:
Title:
Print Name:
ATTEST:
Print Name:
By: , Secretary
WITNESSES: RW Pegasus Holdings,
LLC ,a
Delaware limited liability company
By:
Print Name: Name:
Title:
Print Name: ATTEST:
By: , Secretary
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Exhibit A
Action Plans
A. 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: If(a) TMX Aero and Aircraft Service Center, Inc. have not executed and
delivered a lease agreement for approval by the County and(b) the items on property in
violation of airport regulations have not been removed(except the airplanes being broken
down for parts), in each case, on or prior to December 15, 2021, then APP will cause
eviction filings to be made within 5 business days following such date. If eviction is
secured, then APP will address the deficiencies by removing such items within a
reasonable time thereafter.
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: If TWMCC Leasing, LLC has not removed the items on property in
violation of airport regulations and vacated the premises by February 1, 2022, then APP
will cause eviction filings to be made within 5 business days following such date. If
eviction is secured,then APP will address the deficiencies by removing such items within
a reasonable time thereafter.
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. There are ongoing discussions among Chip's Custom Painting,Inc.,the Airport
and APP regarding the applicability of FAA requirements and obligations and Airport rules
and regulations as it pertains to the painting of non-aviation vehicles and equipment.
a. Action Plan: If Chip's Custom Painting, Inc. has not removed the remaining items in
violation of airport regulations by December 15, 2021, then APP will cause eviction
filings to be made within 5 business days following such date. If eviction is secured,
then APP will address the deficiencies by removing such items within a reasonable
time thereafter.
B. 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
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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 then
APP will work through the legal process to have them removed promptly.
• Excessive growth of vegetation throughout entire APP leasehold
o APP has hired and commits to retaining a dedicated landscaper. (APP
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.
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 ceased.
• 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
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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.
Regardless, 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.
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