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Home My WebLink AboutContract 28387-CA1 CONSENT TO ASSIGNMENT OF C%MCT No. CITY SECRETARY CONTRACT NO. 28387 (GROUND LEASE AGREEMENT—LEASE SITE 19N) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 28387 ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor"), a Texas home rule municipal corporation, acting by and through Fernando Costa, its duly authorized Assistant City Manager; TRAJEN FLIGHT SUPPORT L.P., d/b/a ATLANTIC AVIATION ("Assignor" or "Lessee"), acting by and through LOUIS T. PEPPER, its duly authorized Chief Executive Officer; and FW AMERICAN AERO LAND COMPANY, LLC. ("Assignee"), a Delaware limited liability company, acting by and through BOB AGOSTINO, its duly authorized Vice President. RECITALS: The following introductory provisions are true and correct and form the basis of this Consent: A. Lessor and Sterling-Fort Worth J.C., L.P., previously entered into City Secretary Contract ("CSC") No. 28387, a lease of real property at Fort Worth Meacham International Airport ("Airport") known as the Hangar 19N Lease Site ("Leased Premises"). The Lease is a public document on file in Lessor's City Secretary's Office. B. On or about January 14, 2003 (M&C L-13495) Lessee, Sterling-Fort Worth J.C., L.P., assigned all of Lessee's right, title and interest in the Leased Premises to Trajen Flight Support, L.P., and Lessor consented to such assignment based on all terms and conditions set forth in the Consent. C. On or about March 4, 2003 (M&C C-19504), Lessor consented to the execution of a Deed of Trust Lien between Lessee and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc., as amended on July 25, 2005 by Lessee and Merrill Lynch Capital. D. On or about April 17, 2007 (M&C C-22069), a name change request was granted from "Trajen Flight Support" to "Atlantic Aviation" ("Lessee") as Trajen Holdings Inc., the parent company of Trajen Flight Support, L.P. through a series of wholly owned companies, was acquired through a 100 percent (100%) stock transaction by Atlantic Aviation FBO Inc., and Lessor acknowledged such purchase. E. 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. Consent to Assignment of CSC No.28384 OFFICIAL RECORD by Atlantic Aviation to FW American Aero Land Company,LLC CITY SECRETARY Page 1 of 5 FT. WORTH, TX AGREEMENT: 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 right, 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, dated as of , 2012, is a public document on file in Lessor's City Secretary's Office and Aviation Department and is incorporated herein by reference for all purposes. 2. Lessor 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. In the event of any conflict between this Consent and the Assignment, this Consent shall control. 3. Lessor consents to the Assignment expressly upon 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 will be 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 and (ii) for any damages (subject to the terms of the Lease), 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. 5. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not limited to,property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Assignee, its officers,agents, servants, employees or subcontractors. 6. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Agreement. [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] Consent to Assignment of CSC No.28384 by Atlantic Aviation to FW American Aero Land Company, LLC Page 2 of 5 IN WITNESS W EREOF, the parties hereto have executed this Agreement in multiples on this the 4ay of , 2012. CITY OF FORT WORTH: By:— Z51VII Fernando Costa Assistant City Manager Date: T— 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 Fernando Costa, 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. f7� VEN UNDER MY HAND AND SEAL OF OFFICE this _ �a day 12012. MY COMMISSION EXPIRES ky W.2013 aotary Public in and for he State of Texas APPROVED AS TO FORM A T T ES T: AND LEr_A L ITV: 1JVA ITV: By: 1�LJL < -ct�z By: �a�� 0, aa� Charlene Sanders ary J. a er p=oo °a `0 0, Assistant City Attorney City Seer tary �� c d M&C: ( —2�L�� o o �v 2(A �a�a xas��p XY Date: �,t�o.��a Consent to Assignment of CSC No.28384 by Atlantic Aviation to FW American Aero Land Company, LLC OFFICIAL RECORD Page 3 of 5 CITY SECRETARY FT,WORTH,TX ASSIGNOR: ATTEST: TRAJEN FLIGHT SUPPORT L.P. By: By: ouis T. Pepper Chief Executive Officer IfDate: 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 Louis T. Pepper, 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 Trajen Flight Support L.P. and that he executed the same as the act of Trajen Flight Support L.P. for the purposes and consideration therein expressed and in the capacity therein stated. IVEN UNDER MY HAND AND SEAL OF OFFICE this _ 1 day 2012. Note Public in an for the State of Texas WARY ki� VIRGINIA JILL BAKER My Commission Expires September 23,2015 9 Consent to Assignment of CSC No.28384 by Atlantic Aviation to FW American Aero Land Company, LLC Page 4 of 5 ASSIGNEE: ATTEST: FW AMERICAN AERO LAND COMPANY, LLC By: By: Bob Agostin Vice President Date: STATE OF TEXAS § COUNTY OFF— § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Bob Agostino, 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 FW American Aero Land Company, LLC and that he executed the same as the act of FW American Aero Land Company, LLC for the purposes and consideration therein expressed and in the capacity therein stated. C-IVEN UNDER MY HAND AND SEAL OF OFFICE this �-41-� day 92012. CHRIS YOUNG Notary Public in and f e St to of Texas « NOTARY PUBLIC STATE OF TEXAS os +tee Nty Comm.Exp.02-16-2015 Consent to Assignment of CSC No. 28384 by Atlantic Aviation to FW American Aero Land Company, LLC Page 5 of 5 • City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 7/10/2012 DATE: Tuesday, July 10, 2012 REFERENCE NO.: **C-25701 LOG NAME: 55FTW ASSIGN FWAMERICAN AERO LAND SUBJECT: Authorize Execution of Consent to Assignment of Four Ground Lease Agreements by Atlantic Aviation Services to FW American Aero Land Company, LLC, and Issue a Lessor Estoppel Certificate for Lease Sites 17N, 19N, 20N, 22N and 11S at Fort Worth Meacham International Airport(COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the execution of a consent to assignment of four ground lease Agreements by Atlantic Aviation Services to FW American Aero Land Company, LLC, and issue a lessor estoppel certificate for lease sites 17N, 19N, 20N, 22N and 11 S at Fort Worth Meacham International Airport. DISCUSSION: Atlantic Aviation Services (Atlantic)currently holds the following lease Agreements, as assigned to Atlantic by M&C L-13495 approved on January 14, 2003: 1. A ground lease Agreement for Lease Site 17N, also known as City Secretary Contract(CSC) No. 28385. Lease Site 17N consists of 102,959.24 square feet of ground space and includes a 16,000 square foot hangar at Fort Worth Meacham International Airport(Meacham Airport). 2. A ground lease Agreement for Lease Site 19N, also known as CSC No. 28387. Lease Site 19N consists of 66,426.20 square feet of ground space and includes a 24,000 square foot hangar at Meacham Airport. 3. A ground lease Agreement for Lease Sites 20N and 22N, also known as CSC No. 28386. Lease Sites 20N and 22N consist of 59,256.30 square feet of ground space and include a 12,100 square foot hangar and a 16,000 square foot hangar at Meacham Airport. 4. A ground lease Agreement for Lease Site 11 S, also known as CSC No. 28389. Lease Site 11 S consists of 5,160 square feet of ground space and includes a 2,500 square foot hangar at Meacham Airport. Staff has received a request from Atlantic to assign these four lease Agreements to FW American Aero Land Company, LLC. Upon City Council approval, FW American Aero Land Company, LLC, will assume oversight of all leasehold interests and obligations associated with the lease. Staff has no objection to this request. FW American Aero Land Company, LLC, has requested written assurance from the City of Fort Worth in the form of a Lessor Estoppel Certificate that the Lease is currently in effect and that the City is not aware of any defaults under the Lease at this time. Logname: 55FTW ASSIGN FWAMERICAN AERO LAND Page I of 2 . - Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Bill Welsted (5402) Additional Information Contact: Jonnie Huitt (5409) ATTACHMENTS 1. 55FTW ASSIGN FW AMERICAN AERO LAND Exhibit A.pdf (Public) 2. 55FTW ASSIGN FWAMERICAN AERO LAND Exhibit B.pdf (Public) Logname: 55FTW ASSIGN FWAMERICAN AERO LAND Page 2 of 2