HomeMy WebLinkAboutContract 29135-CA1 CM SECWARY
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 29135
IMPROVED AND UNIMPROVED GROUND LEASE AGREEMENT
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITES 5-N,6-N, 7-N,8-N, 9-N & 10-N
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
29135 ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation. organized. under the laws of the
State of Texas, acting by and through. Fernando Costa, its duly authorized Assistant City
Manager; MEACHAM DEVELOPMENT, LLC ("Assignor" or "Lessee"), a Texas limited
liability company, acting by and through ROBERT M. MCMV A , its duly authorized
Manager; and FW AMERICAN AFRO LAND COMPANY, LLC ("Assignee"), a Delaware
limited liability company, acting by and through JAY H. HEBERT, its duly authorized Vice
President.
RECITALS:
The following introductory provisions are true and correct and form the is of this
Consent:
A. On June 10, 2003 (M&C L-13578), Lessor and Lessee entered into City Secretary Contract
("CSC""")No. 29135, as amended by CSC 29135-A1., an Improved and Unimproved Ground Lease
Agreement known as lease sites 5-N, 6-N, 7-N, 8-N, 9-N and 10® ("Leased Premises") at Fort
Worth Meacham International Airport ("Airport"). The Lease and amendment are public
documents on file in Lessors City Secretary's Office and shall hereinafter be collectively known as
the "Lease".
B. Lessee now wishes to assign all of Lessee's remaining 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.
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 its remaining
right, title and interest in the Leased Premises granted to Lessee by the Lease (the
"Assignment"), effective as of the last date that l.,essor, Assignor and Assignee have executed
this Consent ("Effective Date"). The Lease is incorporated herein by reference for all purposes.
The Assignment, dated as of January 30, 2015, is a public document that will be on file in
Consent to Assipment of CSC No.29135
by Meacham Development,LLC
to FW American Aero Land Company,LLC .............
Page I of 5
RECORD
Y' SUMETARY
1,,"i, IWORT14PTX
RECEAVED JAN 3 0 PK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in mu.1tiples on this
the_ day of -zT'7eey'' , 2015a
Y
CITOF FORT WOR.
Fernando Costa
Assistant City Manager
STATE OF 117,XAS
COUNTY OF TARRANT
BEFORTE ME, the undersigned. authority, a Notary Public in and for the State of J exas, on
(.his 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 Carpacilry therein stated.,
Grl'VEN UNDER MY IIAND AND SEAL OF OFFICI,.' this day
2015.
111VEN 1,
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EMMA DAWi�i
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�40ta�Y'PubflcState
My
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..e6tary Public in and f' r the State of"Texas
APPROVED AS TO FORM ATTEST:
AND LEGALITY':
F F
.............
By:
aige kban e y J. Kdyser
°moAssistant City Attorney 0 ,Secretary
Date:
.. ........ . . ...........
Consent to Assipment of CSC No,29135
by Land
to Meacham Daclopment,LIE (,'),FRC1IAL�RECORD
FW Americam Aero Compj iy,aLlk' J�
Page 3 of 5 C1 "i SECRM,RY'
F71r. !hF01tT11'p T,X
ASSIGNOR: ATTEST:
ME HAM DEVEL PMENT, LLC
By. By:
Robert McMurray, anage
Date: �� .
_. .1.
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 Robert M. McMurray, 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
Meacham Development, LLC, and that he executed the same as the act of Meacham
Development, LLC, for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ . � _ day
2015.
\
;
IDFFITT PR Nota ublic in and for Oe Itate ofTexas
�- Notary Public,State of Texas
My Commission Expires
octobef 01, 2016 .
h/ntnN�
Consent to Assignment of CSC No.29135
by Meacham Development;LLC
to FW Americam Aero Land Company,LLC
Page 4 of 5
ASSIGNEE: ATTEST:
FW AMERICAN AERO LAND COMPANY, LLC
By: 4 jk&1111rn By:
ebert, Vice Oresident
Date: January 30, 2015
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 Jay H. Hebert, 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.
GIVEN UNDER MY HAND AND SEAL OF IC this ,0th d of J uary, 2015.
Notary Pu i in and for the State of Texas
Consent to Assignment of CSC No.29135
by Meacham Development,LLC
to FW American Aero Land Company, LLC
Page 5 of 5
ASSIGNMENT AND ASSUMPTION OF LEASE
.....
THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made a d
entered into effective as of the3lqL day ofll wt,-!21 , 2015 ("Assignment Date"), by a d
between Meacham Development, LLC, a Texas ld liability company ("Seller"), and F
American Aero Land Company,LLC,a Delaware limited liability company ("Buyer").
RECITALS :
A. Reference is hereby made to that certain Purchase and Sale Agreement, dated as
of December 23, 2014, between Seller and Buyer.
B. Seller is the "Lessee" under those certain agreements and leases shown on
Exhibit "A" attached hereto (as amended, the " Lease") between Seller and the City of Fort
Worth, State of Texas, ("Lessor"), concerning space located at Fort Worth Meacham
International Airport, as more particularly described in the Lease ("Premises").
C. Seller is the recipient of a letter dated September 17, 2013, from the Airport
Manager of Meacham International Airport, that address the rights, duties and obligations of
Seller, as Lessee, in and to the Premises (the"Letter").
D. Seller agreed to, among other things, assign all of its right, title and interest in and
to the Lease to Buyer.
E. Buyer agreed to, among other things, assume all of Seller's right, title and interest
in and to the Lease.
AGREEMENT :
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration in hand paid to Seller by Buyer,the parties agree as follows:
1. Seller hereby TRANSFERS, ASSIGNS, and CONVEYS unto Buyer all of the
right,title,and interest of Seller in and to the Lease and the Letter.
2. Buyer hereby assumes all liabilities and obligations of Seller under the Lease
which are accrued or asserted after the Assignment Date and agrees to perform all obligations of
Seller under the Lease which are to be performed or which become due after the Assignment
Date.
3. Buyer hereby assumes all liabilities and obligations of Seller under the Letter,
which are accrued or asserted after the Assignment Date and agrees to perform all obligations of
Seller under the Letter which are to be performed or which become due after the Assignment
Date.
4. This Assignment shall be binding upon and inure to the benefit of Seller and
Buyer and their respective legal representatives, successors and assigns.
Assignment and Assumption of Lease(City Lease) Execution Draft
Meacham Development&FW American Aero
RECEIVED JAN 3 0 RR
5. This Assignment may be executed in multiple counterparts, each of which will,
for all purposes, be deemed an original, but which together will constitute one and the same
instrument.
6. Seller and Buyer acknowledge that the obligations of Seller and Buyer herein are
subject to the written consent to this Assignment by Lessor, and this Assignment shall not
become effective unless and until Lessor has expressly consented to the terms of the Assignment
in writing.
[Signatures on the following page)
Assignment and Assumption o:Lease"City Lease) Execution Draft
Meacham Development&FW American Aero
ew
TO HAVE AND TO HOLD the Lease, together with any and all the rights and
appurtenances thereto in any wise belonging to Seller, unto Buyer, its legal representatives,
successors, and assigns forever®
EXECUTED to be effective as oft e Assignment Date.
Seller:
MEACHA"DEVELOPMENT,LLC,
a 11 Texas d bfit company
By: I k --
Name: j Vk 14. KtAvrr,*, \� A
II -----------
Title: &A&A 4r
----------
Buyer:
FW AMERICAN AERO LAND COMPANY,LLC,
a Delaware limited liability company
By:
Name:
Title:
signature Page to Assignment and Assumption of Lzase(City Lease)
Meacham Development&FW American Acre
TO HAVE AND TO HOLD the Lease, together with any and all the rights and
appurtenances thereto in any wise belonging to Seller, unto Buyer, its legal representatives,
successors, and assigns forever.
EXECUTED to be effective as of the Assignment Date.
Seller:
MEACHAM DEVELOPMENT, LLC,
a Texas limited liability company
By:
Name:
Title:
Buyer:
FW AMERICAN AERO LAND COMPANY, LLC,
a Delaware limited liability company
By: 1 v --
Name: 5044 Wk6e.0
z
Title: Viu- &11&4
Signature Page to Assignment and Assumption of Lease(City Lease)
Meacham Development&FW American Aero
Exhibit"A"
City Lease
1. Fort Worth Meacham International Airport Improved and Unimproved
Ground Lease Agreement with Mandatory Improvements, City Secretary
Contract No. 29135, dated September 26, 2003 by and between the City of
Fort Worth and Meacham Development, LLC.
2. Amendment No. 1 to CSC No. 29135, City Secretary Contract No. 29135-
A1, dated October 21, 2013 by and between the City of Fort Worth and
Meacham Development, LLC.
Exhibit"A"to Assignment and Assumption of Lease(City Lease)
Meacham Development&FW American Aero