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Home My WebLink Aboutbocc.con.122.2006 11"111 "III """ II'''' II'~ "" ~'''I III "I~ Ill' 1\\\ ~~~;~;~~0;1' 30 JAAICE K VOS C~UDILL PITKIN COUNTY CO R 16.00 0 0 ?J\ \~fJ CONTRACT II I~-~td ASSIGNMENT. ASSUMPTION AND CONSENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT (the "Assignment") is made and entered into as of the 14th day of October, 2005, by and between ASPEN BASE OPERATION, INC., a Colorado corporation ("Assignor"), TRAJEN FLIGHT SUPPORT, LP, a Delaware limited partnership ("Assignee"), and THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a Colorado home- rule county ("Landlord"), . WITNESSETH: WHEREAS, Assignor and Landlord are all of the parties to that certain Lease and Use Agreement dated October I, 1993 and recorded December 17, 1993 in Book 735 at Page 704 and rerecorded December 17, 1993 in Book 735 at Page 812 in the Office of the Clerk and Recorder of Pitkin County, Colorado, whereby Landlord leased to Assignor certain land and buildings at the Aspen/Pitkin County Airport (Sardy Field) more particularly described in Section B and Exhibit A of the said Lease and Use Agreement, as said Lease and Use Agreement was amended by that certain First Amendment to Lease and Use Agreement between Assignor and Landlord dated September 26,2001 and recorded February 12,2002 as Reception No. 463858 in said records (collectively, the "Lease"); and WHEREAS, Assignor and Landlord are also all of the parties to that certain Redevelopment Agreement dated October I, 1993 and recorded December 17, 1993 as Reception No. 364724 and rerecorded January II, 1994 as Reception No. 365666 in said records, as terminated except for the provisions of Paragraph 7(c-g inclusive) and of Paragraph 19 thereof by that certain Partial Termination of Redevelopment Agreement dated September 26,2001 and recorded February 12, 2002 as Reception No. 463858 in said records (collectively, the Redevelopment Agreement"); and WHEREAS, Assignor desires by this instrument to assign all of its rights, interests and obligations under the Lease and under the Redevelopment Agreement to Assignee, and Assignee desires to assume all of Assignor's liabilities and obligations under the Lease and the Redevelopment Agreement, and Landlord desires to consent to such assignment and assumption, all upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment. Assignor hereby assigns, transfers and conveys unto Assignee all of Assignor's rights and interests under the Lease and under the Redev~lopment Agreement, and hereby assigns, transfers and conveys unto Assignee all of Asslgnor's.o!'ligati?ns and liabilities under the Lease and under the Redevelopment Agreement ansmg or Incurred on or after the date of this Assignment. . lTILE COMPANY A.a OF THE ROCKlES, INe } 111111111111111111111111111111111111I111111111111111111 ~;~~~:~: 1 : 30 J~NICE K vos C~UDILL PITKIN COUNTY CO R 16.00 I) 0.00 2. Assumption. Assignee hereby assumes and agrees to pay, discharge and perform in a full and timely manner all of Assignor's liabilities and obligations under the Lease and under the Redevelopment Agreement arising or incurred on or after the date of this Assignment. 3. Consent. Landlord hereby consents to the foregoing assignment and assumption, and releases Assignor from any liability or obligation under the Lease and under the Redevelopment Agreement arising or incurred on or after the date of this Assignment. Landlord also hereby confirms to Assignee that (i) the Lease and the Redevelopment Agreement represent the entire understanding of the parties with respect to the matters that are the subject thereof, (ii) the Lease and the Redevelopment Agreement are in full force and effect and have not been previously assigned, modified or amended in any way except as described above, (iii) Assignor has paid to Landlord all amounts due and payable under the Lease and the Redevelopment Agreement prior to the date hereof and has performed all non-monetary obligations under the Lease and the Redevelopment Agreement arising prior to the date hereof, and (iv) no defaults have occurred and are continuing under the Lease or the Redevelopment Agreement, nor have any events occurred which with the giving of notice or the passage of time would constitute defaults under the Lease or the Redevelopment Agreement. 4. Lease Amendment. The parties agree that Section C(4)(d) of the Lease shall be and hereby is amended to provide that ABO shall be entitled to retain 15% (rather than 20%] of the landing fees collected by ABO on behalf of the County, as compensation for ABO's collection services, and ABO shall be entitled to deduct such 15% from the landing fees charged during the preceding calendar month, whether for cash or for credit, before delivering the balance to County. 5. Siodin!! Effect. This Assignment shall be binding upon and shall inure to the benefit of Assignor, Assignee, Landlord, and their respective successors and assigns forever. [Signatures on Following Page] ;l IIIIIIIII\~ 11111111111\ 1111111111\\11\ 11111111 111\ 1111 ~;;~~~~~;1' 3( J~NICE ~ vos C~UDILL PITKIN COUNTY CO R 16.00 0 0.00 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first above written. ASSIGNOR: Aspen Base Operation, Inc., a Colorado corporation ASSIGNEE: Trajen Flight Support, LP, a Delaware limited partnership By: Trajen FBO LLC, its General Partner BY~'~ Dan Bucaro, Manager LANDLORD: The Board of County Commissioners of Pitkin County, Colorado, a Colorado home rule county By: tor of Aviation 3458498_\ .DOC :? OCT.-13-2005 11:32 FRCl'1:HOLLINl & HART .- , 9709259415 TO: 97a9252104 P.4/5 111111111111111111 \\11111111111111118111\ 1111111111111 ~;~ ~~:~ :1' 30 J~NIC~ K vos C~UDILL PITKIN COUNTY co R 11.00 0 0.00 ..}- \ \ ,"0 ASS.(GNMENT. ASSUMPTiON AND CO~SEN1' THIS ASSIGNMENT, ASSUMPTiON AND CONSENT (the "Assignment"') is mode and cnLcred into as oftbe 14Lh day of October, 2005, by and between ASPEN BASE OPERATION, INC., a Colorado corporation ("Assignor"), TRAJEN fUGHT SUPPORT. LP, a Delaware limited pllrtnershil' ("Assignee"), and JOHN MCBRIDE dha ASPEN BUSINESS CENTER ("Landlord"'). WlTNF.SSETH: WJ.IEREAS. Assignor aad Landlord arC all of the partics to ihai ccrtain Lease dated Scptember 24, 2003, whereby Landlord leased to Assignor certain business premises at the Aspen Airport Business Center more particularly described 011 Schedule A to the Lcasc, as llmended by Addendum to Lease dated October 13, 2005 (coUectively, the "Leasc"'); and WHEREAS, .'\uignor desires by this instrument to assign all or its rights, interests and obligations under the Lease LO Assignee, and Assignee desires tn assume all of Assignor's liabilities and obligations under the Lease, and Landlord desires to consent to such assignment and assumption. all upon the terms and conditions hereinafter set forth. NOW. THEREFORE, for and in consideration of the mutual covenants and agreements berein contained and for other good and valuable considerations, the receipt and sufficil:ncy of which are hereby acknowledged. the parlics agree: all follows: I. AllSil!npu~nt. Assisnor hereby assigns, transfers and eOllveys UDto Assi!lIltle all of Assignor's rights and interests under the Lease, and htlt"cby assigns. transfers and conveys unto Assignee all of A5signor's obligations and liabilities under the Lease arising or incurred on or afteT the date of this Assignment. 2. A!l81unotlon. Assignee hereby assumes and agrees to pay, dIscharge and perform in a fwl and timely manner alJ of Assignor's liabilitiell aDd obligations under the Lease arising or incurred on or after tbe date ofthj~ Assignment. 3. CODlleD(. Landlord l1ereby consents to the foregoing assignment and as~~mptio~, and rolcases Assignor from any liability or obligation under the Lease 3nslng or meurred on or after the date of this Assiglllllenl. Landlord also hereby coniums to Assignee that (i) the Lcase represents the cotire understanding o{the parties WIth respect to the matters that arc the subject thereof, (ii) the Lease is in full force and effect. and has not been prcviOllsly assign cd, modified or amended in any way except as descnbed above, (iii) ASSignor has paid to Landlord all amou.nts due and payable under Ihe Lease pr~o.r to t~e date hereof and ha.'1 perfonned aU non-monetary obligations under the Lease anslUg llnor to tbe date hereof, and (iv) no defaults hllve occurred and are 4 TITLE COMPANY OF THE ROCKlBs, INe I( ocr - 13-<?OO5 t1: 33 FPOM: HOLLAND 8. HPRT 9739259415 TO: 9709252104 P.S/5 1111111 11111 111111 111111 IlIl1 1111111111 III 11111 1111 I11I ~;;~~~;! ~1' 30 J~NICE K vos C~UDILL PITKIN COUNTY CO R 11.00 0 0.00 continui.ng under tlte Lease, nor have any events occurred which with lhl:l giving of uotice or tbe passage of lime wouJd constitute defaults under tbe Lease. 4. Bjndj.~ Elfed. This Assignment shall be binding upon and shall inure to the benefit of Assignor, Assignee, Landlord, and their respective successors and assigns forever. IN WITNItSS WHEREOt', the parties have hereunto set their nlUlds and seals as of the day and year first above written. ASSIGNOR: Aspen Base Operation, lne., a Colorado corporation ASSrGNEE: Trajen Flight Support, LP, a Delaware limited partnership LANDLORD: )"~~49B_2.DOC j