The URL can be used to link to this page

Home My WebLink AboutResolution - 2010-R0478 - Airline Operating Agreement And Terminal Building Lease - Expressjet Airlines - 09/27/2010Resolution No. 2010-RO478 September 27, 2010 Item No. 5.29 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Consent to the Assignment of the Airline Operating Agreement and Terminal Building Lease from ExpressJet Airlines. Inc. to Continental Airlines, Inc., and related documents. Said Consent is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on September 27, 2010 TOM MARTIN, MAYOR ATTEST: C -Q , a., -'� Rebec a Garza, City Secret APPROVED AS TO CONTENT: s, Director of Aviation APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw:ccdocs:'RES.Airport-Assignment Agrmt-Continental Airlines September 8, 2010 Resolution No. 2010-RO478 ASSIGNMENT AGREEMENT REGARDING LUBBOCK PRESTON SMITH INTERNATIONAL AIRPORT Thi Agreement (i hi "A - reement") is made and entered into, and is to be effective on, this the � day of _ 0�0 (the "Effective Date'), by ExpressJet Airlines, Inc., a Delaware corporation `Assignor") and Continental Airlines, Inc., a Delaware corporation ("Assignee"). WITNESSETH: WHEREAS, Assignor leases certain space (together the "Premises"), at Lubbock Preston Smith International Airport (the "Airport") as described in and pursuant to a certain Airline Operating Agreement and Terminal Building Lease dated as of January 12. 2007 (and as amended, hereinafter referred to as the "Lease") between Assignor and the City of Lubbock. Texas (the "Airport Lessor"); WHEREAS, a copy of the Lease has been provided to Assignee and is incorporated herein by reference; WHEREAS, Assignor desires to assign to Assignee all of Assignor's remaining right, title and interest in the Lease, such space herein called the "Assigned Space" and the improvements located within the Assigned Space are herein called the "Assigned Space Improvements." The Assigned Space and Assigned Space Improvements are herein called the "Assigned Premises;" WHEREAS, Assignee desires to accept such assignment from Assignor; NOW, THEREFORE, in consideration of the assignment herein made, the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: DEMISE AND USE Effective on the Effective Date, Assignor hereby assigns to Assignee all of the interest of the lessee under the Lease. 2. ACCEPTANCE OF ASSIGNMENT Assignee accepts the foregoing assignment of the Lease and covenants with Assignor. from and after the Effective Date, to pay all rent and other charges provided for in the Lease, as amended and to perform and observe all of the other covenants, conditions and provisions in the Lease, as amended, to be performed or observed by or on the part of Assignor as tenant under the Lease. WARRANTIES Assignor hereby warrants and covenants that (i) except for the rights and interests of the Airport Lessor under the Lease, Assignor is now the sole owner of all rights and interests in and to the Assigned Premises, (ii) the Lease is in full force and effect, (iii) Assignor has complied with all terms and provisions of the Lease in all material respects and same is not currently in default and Assignor knows of no condition which with the passage of time or giving of notice might constitute a default under the Lease by any party, and (iv) the Assigned Premises and the Lease are free from all liens and encumbrances. A copy of the Lease (and all amendments thereto) has been provided to Assignee. Subject to the foregoing, Assignee accepts the Assigned Premises and equipment thereon "AS IS" and acknowledges that there is, with respect to the Assigned Premises and equipment thereon, NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, and that none shall be implied by law. Except as stated in this Agreement, Assignee acknowledges that Assignor has made no representations with respect to the Assigned Premises or equipment. Final determination of the suitability of the Assigned Premises or equipment for the use contemplated by Assignee is the sole responsibility of Assignee, and Assignor shall have no responsibility in connection with such suitability. 4. ASSIGNEE TO COMPLY WITH LEASE TERMS Assignee agrees to perform and observe all of the covenants, conditions and terms of the Lease relating to the period of time from and after the Effective Date, and to protect, defend, indemnify and hold harmless Assignor from and against all claims, damages, and expenses of any kind asserted by any person or entity, including the Airport Lessor, arising out of the nonperformance, nonobservance or improper performance or observance of the covenants, conditions or terms of the Lease. Assignor agrees to protect, defend, indemnify and hold harmless Assignee from and against all claims, damages, and expenses of any kind asserted by any person or entity, including the Airport Lessor, arising out of the nonperformance, nonobservance or improper performance or observance of the covenants, conditions or terms of the Lease by Assignor during the period Assignor leased the Assigned Premises under the Lease. APPLICABLE LAW The laws of the State where the Assigned Premises are located shall be used in interpreting this Agreement and in determining the rights of the parties under it. SEVERABILITY If any part of this Agreement is held to be invalid by final judgment of any court of competent jurisdiction, the part held invalid shall be modified to the extent necessary to make it valid or, if necessary, excised, and the remainder of the Agreement shall continue to remain effective. 7. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be changed in any way, except by a written instrument executed by the parties and, if necessary, approved by the Airport Lessor. 8. SUCCESSORS AND ASSIGNS The provisions of this Agreement shall be binding on the parties, their successors and assigns. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature. IN WITNESS WHEREOF, the parties have properly executed this Agreement effective the date first above written. ATTEST: ' RESS T AIRLINES, INC. Tim Snow Director Properties and Facilities ATUEST: Nabie• - U-.1/ �ot,A 6V)e-crq Exhibit to be attached: EXPRESSJET AIRLINES, INC. (doing business at Lubbock Preston Smith International Airport as "Continental Express") BY: C c, � R TIIMEPRESSJET AIRLINES, INC. Chuck Coble DATE: Vice President Field Service and Purchasing A�� ! �I JTL AIRLINES, INC. BY: TITLE: Toby Enqvist Emp. #96158 -219 Global Real Estate DATE: o�,t t�talftirkties, amt; 2oIZOlo Annex 1 — Consent of Airport Lessor to Assignment 3 ANNEX 1 CONSENT TO ASSIGNMENT BY AIRPORT LESSOR ExpressJet Airlines, Inc., doing business at Lubbock Preston Smith International Airport as "Continental Express" ("Assignor") and Continental Airlines, Inc. ("Assignee") hereby reference the assignment agreement to which this Consent is attached, and with respect thereto. request that the City of Lubbock, Texas (the "Airport Lessor") confirm receipt of such assignment as of the Effective Date stated therein, pertaining to the Assigned Premises therein described and further to request that notices from Airport Lessor issued after the Effective Date be sent to: Staff Vice President, Corporate Real Estate Continental Airlines, Inc. 1600 Smith St., HQSPF Houston, TX 77002. It is expressly understood and agreed as follows: The parties accept the foregoing acknowledgments and agreements and the Airport Lessor hereby consents to the Assignment attached as Exhibit "A". ATTEST: By: Name: Rebecca Garza City Secretary Date: September 27, 2010 APPROVED AS TO CO TENT: flarr s W. Loomis ecutive Director of Aviation APPROVED BY: AIRPORT LESSOR: Name: TOM MARTIN Title: Mayor Date: September 27, 2010 APPROVED AS TO FORM: Chad Weaver Assistant City Attorney