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Home My WebLink About26-021 RESOLUTION NO. 26-21 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA CONSENTING TO THE MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT AND THE RESULTING CHANGE OF CONTROL OF FORT PIERCE FBO,LLC. RECITALS WHEREAS, St. Lucie County ("County") owns and operates the Treasure Coast International Airport("Airport"); and WHEREAS,Fort Pierce FBO,LLC leases certain property at the Airport from the County pursuant to the 2000"Amended and Restated Lease", as amended by the 2006 "First Amendment to Amended and Restated Lease Agreement", as further amended by the 2019 "Second Amendment to Amended and Restated Lease Agreement", and as further amended by the 2023 "Third Amendment to the October 10, 2000 Amended and Restated Lease Agreement"("Houck Lease");and WHEREAS, Fort Pierce FBO, LLC, leases certain property at the Airport from the County pursuant to the 2008 "Second Amended and Restated Lease Agreement" as amended by the 2025 "First Amendment to the Second Amended and Restated Lease Agreement between St. Lucie County and Fort Pierce FBO,LLC("Air Charter Lease"); and WHEREAS, the Houck Lease and the Air Charter Lease each require Fort Pierce FBO, LLC to obtain prior written consent from the County before assigning or subleasing any portion of the Leased Premises; and WHEREAS, APP Properties, Inc. is the owner and operator of Fort Pierce FBO, LLC, and BC Flex Midco, LLC, an affiliate of Bain Capital Real Estate, is a proposed acquirer of APP Properties, Inc. pursuant to a Membership Interest Purchase and Sale Agreement, which will result in a change of control of Fort Pierce FBO, LLC;and WHEREAS, Fort Pierce FBO, LLC has requested that the County consent to the Membership Interest Purchase and Sale Agreement and the resulting change of control of Fort Pierce FBO,LLC,as set forth therein; and WHEREAS,the Board of County Commissioners of St.Lucie County has determined that consent to the Membership Interest Purchase and Sale Agreement and the resulting change of control of Fort Pierce FBO, LLC is in the best interest of the County, as the transaction would increase the availability of capital to complete existing projects and to develop new projects with the County as a partner. 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 Membership Interest Purchase and Sale Agreement and Resulting Change of Control.The Board hereby consents to the Membership Interest Purchase and Sale Agreement and Page 1 of 10 the resulting change of control of Fort Pierce FBO, LLC, as more particularly described in the Lessor's Consent 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 Membership Interest Purchase and Sale Agreement and the resulting change of control,consistent with this Resolution. 4. Effective Date. This resolution shall take effect on February 3,2026. After motion and second,the vote on this resolution was as follows: Commissioner Jamie Fowler, Chair AYE Commissioner Larry Leet,Vice Chair AYE Commissioner James Clasby AYE Commissioner Erin Lowry AYE Commissioner Cathy Townsend ABSENT PASSED AND DULY ADOPTED this 3rd day of February,2026. ATTEST: BOARD OF COUNTY COMMISSIONERS OF ST.LUCIE COUNTY,FLORIDA .� I Deputy clerk y Guinn JA CE FOWLER, CHAIR a o A « * * 'PROVED AS TO FORM AND CORRECTNESS: coutarOv- BY: fr KATHERINE BARBIERI, COUNTY ATTORNEY Page 2 of 10 Exhibit 1 to Resolution 26- ct — Da,- 144 LESSOR'S CONSENT THIS LESSOR'S CONSENT ("Consent") is made this 3 day of F i}Q• , 2026, 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 Second Amended and Restated Lease Agreement,dated May 16, 2008,by and between St. Lucie County, a political subdivision of the State of Florida, and Lessee, Fort Pierce FBO, LLC, a Florida limited liability company, as successor in interest to Treasure Coast FBO, LLC, as lessee, ("Lessee") as amended by that certain First Amendment to the Second Amended and Restated Lease Agreement dated as of November 4,2025 and(ii)that certain Amended and Restated Lease 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, and as further amended by the Third Amendment to the October 10, 2000 Amended and Restated Lease Agreement between St.Lucie County and Fort Pierce FBO,LLC dba APP Jet Center,dated July 11, 2023, by and between St. Lucie County and Lessee, as successor in interest to B&E Houck, Inc., as lessee (collectively referred to herein as the "Leases"). B. Lessee has requested that Lessor consent to the Membership Interest Purchase and Sale Agreement between BC Flex MidCo, LLC as Buyer and RW Pegasus Holdings, LLC (the "Transaction")by RW Pegasus Holdings,LLC ("RW")of 100%of the equity interests of RW Pegasus IntermediateCo, LLC (the "Company"), which indirectly owns 100% of the equity interests of APP Properties, Inc. ("APP"), the sole member of Lessee, to BC Flex Midco, LLC, to an affiliate of Bain Capital Real Estate, LP, which consent is required under the terms of the Lease. C. Lessor is willing to consent to the Transaction. 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 Membership Interest Purchase and Sale Agreement and Resulting Change of Control.Lessor hereby consents to the Membership Interest Purchase and Sale Page 3 of 10 Agreement and the resulting change of control of Fort Pierce FBO, LLC, as more particularly described in this Consent, and subject to final review and approval by the County Attorney. 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 Leases or a waiver of any rights or claims of the Lessor in connection with the Leases. b) Without limiting the foregoing, (i) Fort Pierce FBO, LLC, BC Flex Midco, LLC, an affiliate of Bain Capital Real Estate acknowledge the receipt of notice of certain deficiencies under the Leases, (ii) Fort Pierce FBO, LLC 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)Fort Pierce FBO, LLC,BC Flex Midco, LLC, an affiliate of Bain Capital Real Estate 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 Leases. c) Fort Pierce FBO, LLC further covenants and agrees that it will maintain the ramps on Fort Pierce FBO, LLC's leasehold in accordance with the terms of the Leases, including but not limited to those parcels graded "poor" or lower on the map attached hereto as Exhibit"B.". d) Without limiting anything contained herein,as and to the extent provided in the Leases, 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 Fort Pierce FBO, LLC, its employees, contractors or agents and/ or which occurred during the term of Fort Pierce FBO, LLC's occupancy under the Leases and prior to the effective date of the change of control. 4. General Provisions. 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 Consent shall be interpreted under the laws of the State of Florida. 5. Leases in Full Force and Effect. The Leases, as previously amended,remain in full force and effect. 6. No Limitation of Remedies. The remedies (if any) under this Consent are limited to equitable enforcement of the consents and acknowledgments set forth herein and do not expand or alter the remedies available to the parties under the Leases. In the event of a conflict, the Leases control. [SIGNATURE PAGE FOLLOWS] Page 4 of 10 IN WITNESS WHEREOF, Lessor has duly executed this Consent as of the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS OF ST.LUCIE COUNTY,FLORIDA 1ZLSt‘144.41 By. DEPUTY CLERK 4 GOMMks, JA IE FOWLER, CHAIR Ae kos Cn APPROVED AS TO FORM AND `��` �? ;� %�'.•� r CORRECTNESS: • Gc/F CUNT`/.o��` KATHERINE B .' :IERI COUNTY ATTORNEY Page 5 of 10 IN WITNESS WHEREOF, Lessee, by its duly authorized officers has executed this Consent to acknowledge and agree to the terms and conditions and obligations imposed on the Lessee hereunder. FORT PIERCE FBO,LLC By:APP Properties,Inc., a Maryland corporation,as WITNESSES: its Sole Memb By: 4 // Print Name:Daniel Harrow Print Name Title: Chief Executive Officer Date: /I3Lo LaS R\ ` q:(P\I 12)Wit i ATTEST: Print Name BY: Secretary Page 6 of 10 IN WITNESS WHEREOF, the parties below, through their respective authorized representative, hereby acknowledge the terms and conditions and obligations imposed on the Lessee. BC FLEX MIDCO,LLC, a Delaware limited liability company WITNESSES: By - Print Name: Christopher Leddy /fe� jYeyOgad Title: President Print Name Date: //r/Z W� • ATTEST tkaike-k W Ded Print Name BY Jared Melnik, as Vice President and Secretary Page 7 of 10 Exhibit A ACTION PLAN A. Items To Be Addressed 1. Item: Derelict aircraft on aprons and ramps within the Leased Premises. • St. Lucie Code Sections 8-75 and 8-92(a)prohibit abandoned, derelict,or lost property and aircraft on the Airport. • The General Aviation Minimum Standards for the Airport are codified in Sections 8- 132 through 8-152. • Pursuant to Section 8-138.5, Fort Pierce FBO, LLC is required to maintain an up-to- date file containing the name, address, and telephone number of all based aircraft owners of lessees and sublessees and submit that information to the Airport Director quarterly. • Action Plan: Fort Pierce FBO, LLC shall: o Provide County with an updated inventory derelict aircraft upon the Leased Premises within thirty(30)days of the Effective date of the Resolution and provide an updated inventory every ninety (90)days thereafter. o Fort Pierce FBO, LLC shall make and document efforts to coordinate with aircraft owner(s)to schedule removal of the derelict aircraft in the inventoried report. Fort Pierce FBO, LLC shall provide documentation of the efforts to County upon request. o Fort Pierce FBO, LLC shall make and document efforts to coordinate with the aircraft owner(s)to schedule removal of the aircraft listed below within thirty (30) days. N77PR N303AG N727NK N7927 C61RM N123RC N320GB N602JF N27956 N148V N510KT N3354C N69369 2. Item: Repairs to 3780 St. Lucie Blvd. • Fort Pierce FBO,LLC is required to keep and maintain the Leased Premises, including the grounds,pavement,buildings, furnishings, and personal property in a good state of repair and first-class condition. • 3780 S. Lucie Blvd. is in disrepair. • BDCC PROPERTIES, LLC, Fort Pierce FBO, LLC's tenant leased the hangar located Page 8 of 10 at 3780 S. Lucie Blvd. • Action Plan: Fort Pierce FBO, LLC shall: • Ensure that BDCC PROPERTIES, LLC, addresses the unpermitted work and code violations associated with the hangar. • All work performed at 3780 St. Lucie Blvd. shall be properly permitted and authorized prior to commencing work. Page 9 of 10 Exhibit B g 1 § ; c f . _ I 'a z `Dqiigli -i75- ; 0 J E00E 11LI 5 I r II_ i e 0 x R I j ;;. .-. tl E s R o � F. I a. n• 3 i / 4 ..,7-.;A ' 1 o ' l n N ' 1 i ‘ .! 4 N O `VQ� S ~ R, 44)‘�Osj1 - eN5Nn gR asp n� ?, x N 77_ N / 1O o, i R ..�0,�:°Oe• :,. ::: \ \ 1... :_. :.. ... . r 1,._ _ v . : : ` y a. : r A< ^ ,.., l> E OZ S i O C R .c' ii S tt Page 10 of 10