HomeMy WebLinkAboutContract 37080ciTY SECRETAF-jy-3i7C C)
C(�NTE FACT NO,
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 20280
AS PREVIOUSLY AMENDED
HANGAR LEASE AGREEMENT
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
20280, A5 PREVIOUSLY AMENDED ("Consent") is made and entered into by and between
the CITY OF FORT WORTH, TEXAS ("Lessor"), a home rule municipal corporation
organized under the laws of the State of Texas, acting by and throughT. M . ►i i qq i n S , its
duly authorized Assistant City Manager; TEXAS AVIONICS, INC. DB/A TEXAS
AVIATION SERVICES (Texas Secretary of State charter number 0053152600), now
known as TEXAS AVIATION SERVICES, INC. ("Assignor" or "Lessee"), acting by and
through Timothy D. Woodard, its duly authorized President, TEXAS AVIONICS, INC. (Texas
Secretary of State file number 800811341, issued May 4, 2007), acting by and through Timothy
D. Woodard, its duly authorized President, and DELTA AERONAUTICS, INC. ("Assignee"),
acting by and through K. M. Miloud, its duly authorized President.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. Lessor and Assignor previously entered into City Secretary Contract ("CSC") No.
20280, a Hangar Lease Agreement for the lease and use of hangar space and land known
as Hangar 4N ("Leased Premises") at Fort Worth Meacham International Airport
("Airport").
B. CSC No. 20280 was subsequently amended by CSC Nos. 21948 to modify the term and
duties an. gations or dl,e partieS, (colectively YefP_.t Yelj to as file ".,ease"), The L ease
is a public document on file in Lessor's City Secretary's Office.
C. Lessee now wishes to assign all of Lessee's right, title and interest in the Leased
Premises to Assignee; Assignee wishes to accept such assignment; and Lessor is
willing to consent to such assignment, all on the terms and conditions set forth in this
Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Assignor and Assignee agree as follows:
1. Lessor hereby consents to an assignment by Assignor to Assignee of all rights, title and
interest in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as
of the last date that Lessor, Assignor and Assignee have executed this Consent ("Effective
Date"). The Lease is incorporated herein by reference for all purposes. The Assignment
document is attached hereto as Exhibit "A."
2. � Lessor does not adopt, ratify or approve any of the particular provisions of the
Ass ent document and does not grant any right, privilege or use of the Leased Premises to
Cons nt to Assignment of CSC No. 20280, as previously amended,
by Texas Aviation Services to Delta Aeronautics, Inc.
Pagel
V
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
document, the Lease shall control.
3. Lessor hereby consents to the Assignment expressly upon (i) the condition that all liens
on the Premises have been discharged and all outstanding City taxes on the Premises and/or any
improvements, appurtenances or personal property thereon have been paid and (ii) the promise
and covenant by Assignee, and Assignee hereby promises and covenants to Lessor_, that as of the
Effective Date, Assignee will faithfully perform, as an independent contractor, all duties and
obligations of Lessee set forth in the Lease.
4. Assignor understands and agrees that Assignor and Assignee will be jointly and severally
liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Lease to
undertake or perform prior to the Effective Date of this Assignment and (ii) for any damages,
including, but not limited to, property loss, property damage and/or personal injury of any kind,
including death, to the extent caused by Assignor, its officers, F agents, servants, employees or
subcontractors.
5. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
6. TEXAS AVIONICS, INC., is a new Texas corporation formed May 4, 2007, under Texas
Secretary of State file number 800811341, for the purpose of acquiring the existing Hangar 4N
lease from Lessee/Assignor and it had joined with Lessee/Assignor in requesting the City to
assign the Lease into the name of such new corporation, but such assignment was never
completed and is now no longer requested. TEXAS AVIONICS, INC., is signing this Consent to
confirm that it is aware of and supports this transaction, and that it claims no right, title, or
yr terest in the L emased Prem1SPS.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
^lDi � el
j� ,jr.�
Consent to Assignment of CSC No. 20280, as previously amended,
by Texas Aviation Services to Delta Aeronautics, Inc.
Page 2
CITY OF FORT WORTH:
By:
Assistant Ciiy Manager
5/i31a 8
ATTEST:
By:
APPROVED AS TO FORM AND LEGALITY:
By:-L-�-
Charlene Sanders
Assistant City Attorney
Contract Authorization:
M&C: C-22747
Date Approved: April 08, 2008
STATE OF TEXAS §
COUNTY OF TARRANT §
Marty Hendrix
City Secretary
BEFORE ME, the undersignedl a,uthority, a Notary Public in and for the State of Texas, on
this day personally appeared 1, f?'j, �f 1 �� / LV ,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.
ANA L. BFtl��.NO
Notary Puhlic, Stalo of Texas
MY Commission Expires
. fl►l�rcFriYY, �p11
AND SEAL OF OFFICE this day
2008.
Notary Public in and for the State of Texas
:L
Consent, to Assignment of CSC No. 20280, as previously amended,
by Texas Aviation Services to Delta Aeronautics, Inc.
Page 3
TEXAS AVIONICS, INC. DB/A TEXAS AVIATION SERVICES
(Texas Secretary of State charter number 0053152600),
now known as TEXAS AVIATION SERVICES, INC..
President
Date: /C �-�f l� 4 ZB
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 Timothy 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 Texas
Avionics, Inc. d/b/a Texas Aviation Services, a Texas corporation (Texas Secretary of State
charter number 0053152600), now known as Texas Aviation Services, Inc., and that he
executed the same as the act of said corporation, for the purposes and consideration therein
expressed and in the capacity therein stated.
G N UNDER MY HAND AND SEAL OF OFFICE this day
'say . 2008.
MICHEUF D. SUffON-HYDIMGER
NOTARYPU6UC
STATE OF TEXAS
My camm. 4 W2011
Notary Public in
Consent to Assignment of CSC No. 20280, as previously amended,
by Texas Aviation Services to Delta Aeronautics, Inc.
Page 4
the
DELTA AERONAUTICS, INC.:
STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared K M. Miloud, 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 Delta
Aeronautics, Inc., a Texas corporation, and that he executed the same as the act of Delta
Aeronautics, Inc., for the purposes and consideration therein expressed and in the capacity therein
stated.
�N UNDER W HAND AND SEAL OF OFFICE this U day
441 , 2008.
Notary Public
W2'22011
i
11 1
Consent to Assignment of CSC No. 20280, as previously amended,
by Texas Aviation Services to Delta Aeronautics, Inc.
Page 5
the �"tate df Texas
TEXAS AVION
(Texas S54refarX of State file number 800811341)
Timothy Woodard
President
Date:
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 Timothy 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 Texas
Avionics, Inc., a Texas corporation (Texas Secretary of State file number 800811341), and that
w executed the same as the act of Texas Avionics, Inc., for the purposes and consideration therein
expressed and in the capacity therein stated.
e
IVEN UNDER MY HAND AND SEAL OF OFFICE this
2008.
MICNELLE D. BUTTON-fiYO�GER
NOTARY PUBUC
STATE OF TEXAS
My WMM E* "4011
Notary Public in anc�o the
Consent to Assignment of CSC No. 20280, as previously amended,
by Texas Aviation Services to Delta Aeronautics, Inc.
Page 6
day
ASSIGNMENT OF LEASE
(Hangar 4N, Meacham Airport)
This ASSIGNMENT OF LEASE ("Assignment") is made between TEXAS AVIONICS,
INC. DB/A TEXAS AVIATION SERVICES, now known as TEXAS AVIATION SERVICES,
INC. (Texas Secretary of State charter number 0053152600) ("Assignor" or "Lessee"), a Texas
corporation, acting herein by and through its duly authorized President, Timothy D. Woodard,
and DELTA AERONAUTICS, INC. ("Assignee"), a Texas corporation, acting herein by and
through it duly authorized President, K. M. Miloud.
I. RECITALS
A. Assignor (under its prior corporate name Texas Avionics, Inc.) as "Lessee" and
City of Fort Worth, Texas, as "Lessor" previously entered into a HANGAR LEASE
AGREEMENT dated April 28, 1994 (City Secretary Contract No. 20280), for the lease of hangar
space and additional improved and unimproved ground space (collectively "Leased Premises") at
Fort Worth Meacham International Airport ("Airport") and commonly known as Hangar 4N.
B. The HANGAR LEASE AGREEMENT was subsequently amended by
AMENDMENT NO. 1, executed June 28, 1996 (City Secretary Contract No. 21948). The
HANGAR LEASE AGREEMENT and the AMENDMENT NO. 1 are a matter of public record
in the office of the City Secretary for the City of Fort Worth, Texas, and are incorporated into
this Assignment by reference for all purposes. The HANGAR LEASE AGREEMENT as
amended is referred to in this Assignment as the "Lease."
C. A copy of the HANGAR LEASE AGREEMENT and AMENDMENT NO. 1
relating to Hangar 4N have been delivered to Assignee.
D. Lessee/Assignor wishes to assign the Lease to Assignee, and Assignee wishes to
accept the assignment of the Lease, subject to receiving written consent from the City as Lessor,
as required by the terms of the Lease.
IT
ASSIGNMENT OF LEASE
In consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by this agreement,
Assignor hereby ASSIGNS to Assignee, and its successors-m4nterest and assigns, all of
Assignor's right, title, and interest as Lessee in and to the Lease and the Leased Premises.
Assignee accepts the assignment of the Lease and hereby agrees with Assignor and promises and
covenants to Lessor that, as of the Effective Date, Assignee will assume and thereafter faithfully
perform, as an independent contractor, all duties and obligations of Lessee/Assignor set forth in
the Lease.
Assignee accepts the Leased Premises in their present condition "AS IS, WHERE IS."
Assignor and Assignee hereby confirm that they each understand and agree, as required
by the policies of the City of Fort Worth to granting its consent to an assignment of lease, that
Assignor and Assignee will be jointly and severally liable to Lessor for (i) any duty or obligation
of Lessee that Lessee was required by the Lease to undertake or perform prior to the Effective
Date of this Assignment and (ii) for any damages, including, but not limited to, property loss,
property damage and/or personal injury of any kind, including death, to the extent caused by
Assignor, its officers, agents, servants, employees or subcontractors. As between themselves,
however, Assignor and Assignee agree that Assignor shall be responsible for all such duties,
obligations, expenses, losses, damages, and liabilities arising from or relating to the Leased
Premises during the Lease and prior to the Effective Date, and Assignee shall be responsible for
all such duties, obligations, expenses, losses, damages, and liabilities arising from or relating to
the Leased Premises on and after the Effective Date.
As further required by the policies of the City of Fort Worth to granting its consent to an
assignment of lease, Assignor represents and warrants to Assignee that, as of the Effective Date
of this Assignment, there are no liens or outstanding City taxes on the Hangar 4N Lease or on the
Leased Premises.
III. BINDING ON SUCCESSORS
This instrument binds and extends to the benefit of the parties and to their respective
successors -in -interest and assigns.
IV. SUBJECT TO CONSENT BY CITY OF FORT WORTH
This instrument is expressly made subject to the advance written consent by the City of Fort
Worth, Texas, as required by Section 16 of the Lease.
V. SIGNATURE AND EFFECTIVE DATE
This ASSIGNMENT OF LEASE is signed by the parties on the dates shown by their
signatures below, but shall be effective as of 2� ' , 2008 ("Effective Date").
ASSIGNOR: ASSIGNEE.
TEXAS AVIONICS, INC., DB/A
TEXAS AVIATION SERVICES, now known
Date of Signature: - M 9 2�0
tq
ivd U J r t�� 17 — 2
DELTA AERONAUTICSINC
By:
President
Date of Signature: G'� �
j o a
STATE OF TEXAS )
COUNTY OF TARRANT )
This instrument was acknowledged before me on /YIC+ �/ , 2008, by TIMOTHY D.
WOODARD, PRESIDENT of TEXAS AVIONICS, INC., D/B/S TEXAS AVIATION SERVICES,
now known as TEXAS AVIATION SERVICES, INC., a Texas corporation (Texas Secretary of
State charter no. 0053152600), on behalf of said corporation.
[seal]
MICHELLE D. BUTTON-tiYDR
NOTARY MBUC
STATE OF TEXAS
My Comm. 4 *22,2011
Notary Public
STATE OF TEXAS )
COUNTY OF TARRANT )
This instrument was acknowledged before me on% , 2008) by K. M. MILOUD,
PRESIDENT of DELTA AERONAUTICS, INC., a Te s corporation, on behalf of said
corporation.
[seal]
MICHELLE D. Sl1TTON-til'DM�R
NOTARY PUBUC
STATE OF TEXAS
My Came. EVA22.2011
H:\,Stor\RGW\WOODARD\4N\Assignment.08May08.doc
Notary Public
Page 1 of 1
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, April 08, 2008
LOG NAME: 55ASSIGNMENT 4N
REFERENCE NO.: **C-22747
SUBJECT:
Authorize Execution of Consent to Assignment of Hangar Lease Agreement Identified as City
Secretary Contract No. 20280, at Fort Worth Meacham International Airport, by Texas Avionics, Inc.,
d/b/a Texas Aviation Services, to Delta Aeronautics, Inc.
RECOMMENDATION:
It is recommended that the City Council authorize the City
assignment by Texas Avionics, Inc., d/b/a Texas Aviation
Secretary Contract (CSC) No. 20280, as amended by CSC No,
Meacham International Airport, to Delta Aeronautics, Inc.
DISCUSSION:
Manager to execute a written consent to
Services, of all leasehold interest in City
21948, for Leasehold Site 4N, at Fort Worth
On January 25, 1994, (M&C C-14157) City Council authorized CSC No. 20280, a hangar lease agreement
with Texas Avionics, Inc., d/b/a Texas Aviation Services (TAS), for lease site 4N at Fort Worth Meacham
International Airport. On March 26, 1996 (M&C C-15352), Amendment No. 1 to CSC No. 20280 was
executed known as CSC No. 21948.
Staff has received a request from Mr. Carl D. Woodard and Timothy D. Woodard of TAS to transfer the
hangar lease of Hangar 4 North to Delta Aeronautics, Inc. This would transfer all rights, title, and interest
from TAS to Delta Aeronautics, Inc. Upon City Council approval, Delta Aeronautics, Inc., will assume
oversight of all leasehold interests and obligations associated with the lease.
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that there will be no material affect on City funds due to this Agreement.
TO Fund/AccountlCenters
FROM Fund/Account/Centers
Submitted for City Manager's Office by: Tom Higgins (6266)
Originating Department Head: Kent Penney (5403)
Additional Information Contact: Leah Jipp (5409)
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 5/13/2008