Res 030-2000 3/7/2000RESOLUTION NO. M— W
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONSENT TO ASSIGNMENT OF THE FIXED BASE OPERATOR'S
LEASE AGREEMENT FROM BLACKBIRD AVIATION, INC. TO
HAWTHORNE AVIATION D.B.A. PIEDMONT HAWTHORNE AVIATION;
FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS
RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS
REQUIRED BY LAW.
WHEREAS, the City of Wichita Falls, Texas, has received a request from Blackbird
Aviation, Inc., to consent to the assignment of the fixed base operator's lease agreement from
Blackbird Aviation, Inc., to Hawthorne Aviation d.b.a. Piedmont Hawthorne Aviation; and
WHEREAS, the City Council is of the opinion that approval of the assignment is in the
best interest of the City of Wichita Falls and will result in an upgrading of the fixed base
operations at the Wichita Falls Municipal Airport.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WICHITA FALLS, TEXAS, THAT:
SECTION 1. That the City Manager be and is hereby authorized to execute on behalf of
the City of Wichita Falls the Consent to Assignment, the same attached hereto and made a part
hereof for all purposes, pending receipt of rent and fuel flowage fees due Lessor to the date of
assignment.
SECTION 2. It is hereby officially found and determined that the meeting at which this
resolution was passed was open to the public as required by law.
PASSED AND APPROVED this the 7th day of March 2000.
ATTEST:
City Clerk
CONSENT TO ASSIGNMENT
WHEREAS, ON June 17, 1997, the lease was assigned to Blackbird Aviation, Inc., by
City Council action; and
WHEREAS, Lessee, as "Seller ", has entered into that certain Sale and Purchase
Agreement dated March 15, 2000, with Hawthorne Aviation, d.b.a. Piedmont Hawthorne
Aviation, as "Purchaser" (the "Sale & Purchase Agreement "), whereby Lessee has agreed to
sell and Purchaser has agreed to purchase certain of Lessee's assets, including the Lease; and
WHEREAS, Paragraph XXIX of the Lease requires the consent of Landlord to any
assignment or transfer of the Lease by Lessee and Lessee and Purchaser have requested the
Landlord to consent to said assignment of the Lease and Landlord is agreeable to granting its
consent in accordance with the following.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, including the reliance of Purchaser on the terms of this
Consent to Assignment in performing under the Sale & Purchase Agreement, the parties agree
as follows:
Landlord hereby consents to the assignment of all of Lessee's interest under the
Lease to Purchaser, effective March 15, 2000 (the "Effective Date ") and agrees
to and does hereby release Lessee from all further obligations and liabilities
under the Lease arising on and after the Effective Date.
2. Purchaser assumes and shall be liable for Lessee's obligations under the Lease
arising on or after the Effective Date.
3. Landlord hereby represents and warrants that (1) Lessee is not in breach or
default under the Lease, and no event has occurred which, with notice or the
passage of time, or both, would constitute a breach or default under, or permit
termination, modification or acceleration under the Lease, (ii) Landlord has not
repudiated any provision of the Lease, (iii) all rent and other payments owed by
Lessee to Landlord has been paid to date, (iv) to Landlord's knowledge, there are
no disputes, oral agreements or forbearance programs in effect as to the Lease.
4. Each party hereby acknowledges and agrees that both before and after the
Effective Date the Lease was and is in full force and effect and that the Lease
constitutes a legal, valid, and binding obligation of the parties thereto, enforceable
in accordance with its terms.
5. From and after the Effective Date, all notices to the Lessee under the Lease shall
be delivered to Purchaser at the address set forth below:
Piedmont Hawthorne Aviation
4000 Armstrong Drive, Suite 7
Wichita Falls, Texas 76305
6. On or before the Effective Date, Landlord covenants and agrees to cause
Purchaser to be substituted as a named insured or loss payee on all insurance
policies covering hangars and the Administration Building for all damages which
may result thereto from fire and extended coverage hazards in accordance with
the terms of the Lease.
IN WITNESS WHEREOF, the parties hereto have cause this Consent to be executed as of
March 15, 2000.
Attest:
0
in
City of Wichita Falls, Landlord
Blackbird Aviation, Inc.
Hawthorne Aviation