HomeMy WebLinkAboutContract 33517 CITY SECRETARY`�j
CONTRACT NO.
CONSENT TO ASSIGNMENT
OF CITY SECRETARY CONTRACT NO. 22134,
AS PREVIOUSLY AMENDED AND ASSIGNED
(AIRCRAFT MAINTENANCE HANGAR FACILITY AGREEMENT)
This CONSENT TO ASSIGNMENT ("Consent") is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal
corporation organized under the laws of the State of Texas and acting by and through
Marc Ott, its duly authorized Assistant City Manager; EAGLE ONE ASSET
HOLDINGS, INC., ("Assignor" or "Lessee"), a Nevada Corporation; and
WESTGROVE ASSET MANAGEMENT, LLC, a Nevada limited liability company
("Assignee").
The following introductory provisions are true and correct and form the basis on
which the parties have entered into this Consent:
A. On or about August 30, 1996 the City and International Aviation Services,
Ltd. ("IAS"), entered into an Aircraft Maintenance Hangar Facility Agreement for the
lease and use of Hangar 39-N and certain other property and facilities (the "Premises")
located at Fort Worth Meacham International Airport ("Airport") and specifically
identified in that Agreement, which is a public document on file in the City Secretary's
Office as City Secretary Contract("CSC")No. 22134.
B. On or about October 2, 1997, IAS filed a petition for relief under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth Division (the "Court"). On or about June 15, 1998 the
Court granted a motion by the Court-appointed Chapter 11 Trustee for IAS to sell
substantially all remaining assets of IAS and to assign CSC No. 22134 to Investment
Recovery, L.L.C. ("Investment Recovery"). On or about August 31, 1998 the City
entered into CSC No. 24299, under which the City consented to the assignment of CSC
No. 22134 to Investment Recovery and pursuant to which the City and Investment
Recovery agreed to an amendment of CSC No. 22134. The City then entered into CSC
No. 24300 under which the City consented to the assignment of CSC No. 22134, as
amended,by Investment Recovery to Assignor.
C. On or about September 10, 2001, the City and IAS entered into CSC No.
27045 amending CSC No. 22134, as previously amended. Subsequently, on or about
December 16, 2003, the City consented to the Assignment of all right, title, and interest
in the Premises by IAS to Eagle One Holdings under CSC No. 33043 CSC No. 22134, as
amended by CSC Nos. 24299, 27045, and 33043 shall hereinafter be referred to as the
"Agreement" or the "Lease."
D. The Lease prohibits Lessee from assigning, selling, conveying, subleasing,
or transferring any of its rights, title or interest in the Premises without the advanced
written consent of Lessor. Assignor now wishes to assign all of Lessee's right, title and
Page 1
Consent to Assignment of CSC No.22134,as amended,
By Eagle One Holdings,Inc.to Westgrove Asset Management LLC.
interest in the Premises and the Lease to Assignee. The City is willing to consent to such
assignment solely in accordance with the terms and conditions of this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the City, Assignor and Assignee agree as
follows:
1. The City hereby consents to the assignment by Assignor to Assignee of all of
Lessee's right, title and interest in the Premises and the Lease (the "Assignment"). The
Lease is incorporated herein by reference for all purposes. The Assignment is attached
hereto as "Exhibit"A".
2. The City does not adopt, ratify or approve any of the particular provisions of the
Assignment and does not grant any right, privilege or use to Assignee which is different
from or more extensive than any right, privilege or use granted to Lessee by the Lease.
In the event of any conflict between the Lease and the Assignment, the Lease shall
control as to the City. In the event of any conflict between this Consent and the
Assignment, this Consent shall control. Effective with the execution of this Consent,
Assignor shall have no further right, title or interest in the Premises.
3. Assignee hereby agrees that Assignee will faithfully perform all duties and
obligations of Lessee in accordance with and pursuant to the Lease. Assignor
understands and agrees that it will remain liable to the City for performance by Assignee
of all duties and obligations of Lessee pursuant to the Lease. In the event that Assignee
fails to comply with any duty or obligation of Lessee under the Lease in accordance
therewith, the City may, at its sole option, exercise any rights or remedies provided by the
Lease
4. All terms in this Consent that are capitalized but not defined shall have the
meanings assigned to them in the Lease.
Consent to Assignment of CSC No.22134,as amended,
By Eagle One Holdings,Inc.to Westgrove Asset Management LLC. - W-.'t•,'
IN WITNESS WHEREOF, the parties hereto have executed this Consent in
multiples as of the last date set forth below:
CITY OF FORT WORT ATTEST:
f
By: By:
f)[N,
Marc Ott Marty Hendrix
Assistant City Mana er ,. City Secretary
Date: S ` )9—ab
APPROVED AS TO FORM AND LEGALITY:
By
Maleshia B. Parmer
Assistant City Attorney
M&C No. C-21213; Approved 12/20/05
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, a Notary Public in and for the State of
Texas,on this day personally appeared Marc Ott,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 he 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 l9ay of
200
Notary Public in and for the State of Texas
f
HET7.1E LANE _
MY GOMA�ISSION EXPIRES
July 26,2007
Page 3
Consent to Assignment of CSC No.22134,as amended,
By Eagle One Holdings,Inc.to Westgrove Asset Management LLC.
EAGLE ONE ASSET HOLDINGS, INC., ATTEST:
a Nevada corporation:
By: y�; By:
Name: ,t,,�, Lc— Name: �t—
Title: �(t�61 6 Title: 4 cwt
Date: . Z d 4°
STATE OF � �� §
COUNTY OF §
}`�����E�FORE ME,the undersigned authori a °t Pu li in and for the State of
Jr
,on this day personally appeared le 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 Eagle One Asset Holdings, Inc. and that s/he executed the
same as the act of Eagle One Asset Holdings, Inc.for the purposes and consideration
therein expressed and in the capacity therein stated.
-14
GIVE UNDER MY ND AND SEAL OF OFFICE thi�2 day of
,200
Notary�ublicand for the State o
ROXIE HEBERT
c
Notary Public,State of Texas
My Commission Expires
2009
Page 4
Consent to Assignment of CSC No.22134,as amended, 1 `
By Eagle One Holdings,Inc.to Westgrove Asset Management LLC. V J�l/ L 1 �R+„ya
WESTGROVE ASSET MANAGEMENT, ATTEST:
L.L.C., a Nevada limited liability company:
By:A A)." e, L)I)A By: AWWW 6yjx
Name: "0, Name: C,v .na l3eSe,s a
Title: M&4,yr- Title: A SS;s�w
Date: 9A-3/oa
STATE OF §
COUNTY OF §
BEFORE ME,the undersigned authority, a Nota-y Public in and for the State of
on this day personally appeared All tekael C . W at j, ,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 Westgrove Asset Management,L.L.C.and that s/he executed
the same as the act of Westgrove Asset Management,L.L.C. for the purposes and
consideration therein expressed and in the capacity therein stated.
GN N UNDER MY HAND AND SEAL OF OFFICE this `' day of
200.
,,Or TMS NOTARY PUBLIC
TIE HANSE
10 E.South Temple,Ste!goo Notary Public in and for e State of
is R
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Salt Lake City Utah 84133
My Oommlulon Expires
• logo March 3o,woo
STATE OF UTAH
Page 5
Consent to Assignment of CSC No.22134,as amended,
By Eagle One Holdings,Inc.to Westgrove Asset Management LLC.
Exhibit "A"
ASSIGNMENT OF
COMMERCIAL LEASE
ASSIGNMENT OF COMMERCIAL
LEASE
THIS ASSIGNMENT(this "Assignment") is entered into as of the 15th day of December,
2003, between (i) Eagle One Asset Holdings, Inc., a Nevada corporation ("Assignor"), and (ii)
Westgrove Asset Management,L.L.C.,a Nevada limited liability company ("Assignee").
WHEREAS, IAS Aviation Services, L.L.C. dba Eagle One Services, L.L.C. a Delaware
limited liability company, is the Landlord of a Commercial Lease dated the I"day of May, 2003,
in which Spirit Airlines,Inc.,a Delaware corporation is the Tenant,a copy of which lease is attached
as Exhibit A (hereinafter the"Original Lease");
WHEREAS,the Landlord's interest in the Original Lease as assigned to Assignor pursuant
to an Assignment of Commercial Lease dated as of May 2,2003,but not effective until December
9, 2003;
WHEREAS,the Assignor desires to assign its interest in the Original Lease to Assignee;
NOW THEREFORE, for good and valuable consideration, the Assignor hereby assigns to
the Assignee,its successors and assignees,all of the Assignor's right,title and interest in and to the
Original Lease;PROVIDED,HOWEVER,that this assignment shall not be effective until consent
to the assignment shall be given by the City of Fort Worth,Texas,as owner of the real property but
not the improvements subject to the Lease,as required by applicable law and provided in the Lease.
Subject to the above, effective upon the execution of this Assignment, or thereafter upon
consent by the City of Fort Worth,Texas,the Assignee is approved to become Landlord of the Lease
and shall have the right to receive from the Tenant the payments and rights to the payments to which
the Assignor would otherwise be entitled to receive for said Lease transferred by this Assignment.
This Assignment is made subject to the terms and conditions of the Original Lease, including any
amendments thereto.
Assignee accepts such assignment and assumes and agrees to perform all of the obligations
to be performed by the Landlord under the Original Lease.
IN WITNESS WHEREOF,the undersigned have executed this Assignment as of this 15th
day of December, 2003.
ASSIGNMENT OF COMMERCIAL LEASE P
ASSIGNOR: ASSIGNEE:
EAGLE ONE HOLDINGS,INC. WESTGROVE ASSET MANAGEMENT,
L.L.C.
By: By:
Its: Its:
ASSIGNMENT OF COMMERCIAL LEASE PAGE 2
NEV.
Page 1 of 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/20/2005
DATE: Tuesday, December 20, 2005
LOG NAME: 55HGR 39N REFERENCE NO.: **C-21213
SUBJECT:
Authorize Execution of Consent to Assignment Agreement by Eagle One Asset Holdings, Inc., to
Westgrove Asset Management, L.L.C. for Lease Site 39N at Fort Worth Meacham International
Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Consent to Assignment
Agreement by Eagle One Asset Holdings, Inc., to Westgrove Asset Management, L.L.C. for lease site 39N
at Fort Worth Meacham International Airport.
DISCUSSION:
On December 16, 2003, (M&C L-13728) the City Council approved City Secretary Contract No. 22134, a
Consent to Assignment Agreement by IAS Aviation Services to Eagle One Asset Holdings, Inc., for lease of
Hangar 39N at Fort Worth Meacham International Airport.
Eagle One Asset Holdings Inc., subsequently executed an assignment of its interests in the lease to
Westgrove Asset Management without consent of the City of Fort Worth. However, the lease prohibits the
Lessee from assigning, selling, conveying, subleasing, or transferring any of its rights, title or interest in the
premises without the advanced written consent of the City Council. The lease makes any such assignment
or transfer of interest null and void. The Lessee has requested and staff now recommends, that the City
Council authorize the City Manager to execute a Consent Agreement to give effect to the assignment from
Eagle One Asset Holdings, Inc., to Westgrove Asset Management, L.L.C.
Meacham Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will not require the expenditure of any City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by- Marc Ott (8476)
Originating Department Head: Mike Feeley (871-5403)
Additional Information Contact: Mike Feeley (871-5403)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 5/24/2006