2010-291sAlegal\our documents\ordinanccs\10\dcta third amendment to mla-ordinance.doc
ORDINANCE NO. 2010-291
AN ORDINANCE APPROVING AND AUTHORIZING THE CITY MANAGER OF THE
CITY OF DENTON, TEXAS TO EXECUTE AND DELIVER A THIRD AMENDMENT TO
MASTER LEASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, AS
LESSOR AND THE DENTON COUNTY TRANSPORTATION AUTHORITY ("DCTA"), AS
LESSEE; AMENDING THAT CERTAIN MASTER LEASE AGREEMENT, DATED ON OR
ABOUT SEPTEMBER 30, 2005, BY AND BETWEEN THE CITY OF DENTON, TEXAS, AS
LESSOR AND THE DCTA, AS LESSEE, PERTAINING TO CERTAIN LEASED PREMISES
LOCATED IN THE G. WALKER SURVEY, ABSTRACT NUMBER 1330, DENTON
COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN SUCH MASTER LEASE
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton has determined that the Third
Amendment to the Master Lease Agreement ("Third Amendment') (i) prescribing the extension
of the term of the Master Lease Agreement so as to provide sufficient time to complete
negotiations for a new lease agreement; and (ii) modifying certain rents payable under the Master
Lease Agreement, will further the objectives of the Master Lease Agreement, by and between the
City and DCTA, as amended by the First and Second Amended Master Lease Agreements;
WHEREAS, the City Council of the City of Denton finds that the Third Amendment is
for the public good and in the best interest of the citizens of the City of Denton, Texas by
complementing the existing DCTA transportation facilities in the City; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance
are incorporated herein by reference.
SECTION 2. The City Council hereby approves, and authorizes the City Manager to
execute the Third Amendment to Master Lease Agreement, substantially in the form of the
document attached hereto as Exhibit "A."
SECTION 3. A true and correct executed copy of this Ordinance will be transmitted to
the appropriate officials of the DCTA by the City Manager or his designee, immediately upon its
passage and approval.
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
2 -day of 010.
MARK AA~-BU UG MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
THIRD AMENDMENT TO
MASTER LEASE AGREEMENT
This Third Amendment to Master Lease Agreement (the "Third Amendment") is made
and entered into as of the dates indicated below, but effective for all purposes as of October 1,
2010, by and between the City of Denton, Texas, a Texas home rule municipal corporation (the
"Lessor") and Denton County Transportation Authority, a political subdivision and coordinated
county transportation authority created pursuant to Chapter 460 of the Texas Transportation
Code (the "Lessee")
WHEREAS, Lessor and Lessee entered into that certain Master Lease Agreement
("Master Lease"), dated on or about September 30, 2005 (the "Master Lease Agreement"),
pertaining to certain Lease Premises, as defined in the Master Lease, located within the City of
Denton, Denton County, Texas, as more particularly described in the Master Lease;
WHEREAS, Lessor and Lessee entered into that certain First Amendment to Master
Lease Agreement (the "First Amendment"), dated effective December 12, 2006, amending the
Master Lease to add certain tracts of land to the Lease Premises, to modify rent due during or
applicable to the Initial Term, the Extension Terms and Holding Over, as said terms are defined
in the Master Lease, and amending other matters as set forth therein;
WHEREAS, Lessor and Lessee entered into that First Extension to the Master Lease
Agreement (the "First Extension"), made and entered into as of September 30, 2008, extending
the teen of the Master Lease as set forth in Section 2.2 of the Master Lease;
WHEREAS, Lessor and Lessee entered into that certain Second Amendment to the
Master Lease Agreement (the "Second Amendment"), dated on or about August 18, 2009,
Third Amendment to Master Lease Agreement - Page 1 46114
relating to the use of the Modular Building and rent payable for such use, as prescribed therein,
and other matters related thereto;
WHEREAS, Lessor and Lessee now desire to amend the Master Lease, as amended by
the First Amendment and Second Amendment, and as extended by the First Extension, to
provide one additional Extension Period from October 1, 2010 to December 31, 2010 and to
provide the rent payable for such additional Extension Period.
NOW, THEREFORE, for and in consideration of the matters set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee agree as follows:
1. Article 2, Term, Section 2.2 of the Master Lease, as amended by the First Amendment
and Second Amendment, and as extended by the First Extension, is hereby amended to read as
follows:
"2.2 Extensions. The Initial Tenn may be extended (i) for up to two (2)
successive one (1) year periods; and (ii) in the event the Initial Term is extended
for the two (2) successive one (1) year periods, for one (1) additional period from
October 1, 2010 to December 31, 2010 (with each of such extension periods
being called herein an "Extension Period") upon Lessee, with respect to the two
(2) successive annual extension periods, providing written notice to Lessor in
accordance with Article 13, below, not less than sixty (60) days prior to (i) the
Expiration Date, if applicable, or (ii) the last day of the applicable Extension
Tenn. Holding over by Lessee after the expiration of the second one (1) year
Extension Period, as described in Section 2.2 (ii), above, shall constitute notice
Third Amendment to Master Lease Agreement - Page 2 46114
of the extension of the Tenn of this Lease through and including N^yembef 30,
241-0-December 31, 2010.
During any Extension Period hereunder, the terms and conditions of this Lease
shall remain unchanged and continue to be effective and in full force, subject to
the change in monthly rental provided below or any written agreement otherwise
entered into between Lessor and Lessee (with the h-litial Tenn and the applicable
Extension Periods being collectively known as the "Tenn")."
2. Article 3, Rent, Section 3.2 of the Master Lease, as amended by the First Amendment and
Second Amendment, and as extended by the First Extension, is hereby amended to read as
follows:
"3.2 Rental in Extension Terms. If Lessee exercises its right to extend the
Initial Term of this Lease in accordance with Section 2.2 herein, (i) beginning on
or before the first day of the applicable one (1) year Extension Period, which shall
be December 12, 2008 and December 12, 2009, respectively, Lessee shall pay to
Lessor the sum of Six Thousand Four Hundred and Eighty Nine Dollars
($6,489.00) per month; and (ii) beginning on October 1, 2010, Lessee shall pay to
Lessor, on or before October 1, 2010 , November 1, 2010 and December 1, 2010,
the sum of Seven Thousand Six Hundred Thirty Four Dollars and Fifty Two/100
($7,634.52)."
3. Article 3, Rent, Section 3.4 of the Master Lease, as amended by the First Amendment and
Second Amendment, and as extended by the First Extension, is hereby amended to read as
follows:
Third Amendment to Master Lease Agreement - Page 3 46114
443.4 Holding Over. The Tenn of this Lease (including the Initial Tenn and each
Extension Period if exercised, as provided herein) shall expire no later than
December 31, 2010. However, if the Lessee does not vacate the Premises upon
the expiration of the Term, the Lessee's occupancy of the Premises shall be a
month-to-month tenancy, subject to all of the terms of the Lease applicable to a
month-to-month tenancy, except the monthly rental during such tenancy shall be
Ten Thousand Nine Hundred Fifty and NO/100 Dollars ($10,950.00) per month,
on a month to month lease, plus any additional sums agreed to in writing by the
Parties hereto between the effective date of this Agreement and the expiration of
the Lease Tenn, and shall be due and payable beginning on January 1, 2011 and
shall be due and payable thereafter on the first day of each month until such
tenancy terminates; however, if such tenancy ends on a day other than the last
calendar day of the month, the rental for any fractional calendar month of the
tenancy shall be prorated by days."
4. Lessor and Lessee herein stipulate that notice of the two (2) successive one (1) year
Extension Periods, has been timely provided by Lessee to Lessor, and that Lessee has exercised
its right to extend the Tenn of the Master Lease, as amended by the First Amendment and
Second Amendment, and as extended by the First Extension, through and including December
31, 2010, in accordance with the terms of Section 2.2 thereof.
5. Except as expressly amended by this Third Amendment, the teens and provisions of the
Master Lease, as amended by the First Amendment and Second Amendment, and as extended by
the First Extension, shall remain unchanged and shall be valid and subsisting and remain in full
force and effect.
Third Amendment to Master Lease Agreement - Page 4 46114
6. This Third Amendment shall be binding upon and inure to the benefit of the Lessor and
Lessee, and their respective successors and assigns.
7. This Third Amendment embodies the entire agreement and understanding between the
Lessor and Lessee with respect to the matters addressed herein and supersedes all prior
agreements, consents and understandings with respect to such subject matter.
EXECUTED BY LESSOR AND LESSEE as of the dates set forth below, but effective
for all purposes as of OCTOBER 1, 2010.
LESSOR:
CITY OF DENTON, TEXAS
By:
Date:
ATTEST:
Jennifer Walters, City Secretary
By:
APPROVED AS TO LEGAL FORM:
Anita Burgess, City Attorney
i~
By:
t&' 5 F- ♦ J
Third Amendment to Master Lease Agreement - Page 5 46114
LESSEE:
DENTON COUNT Y TRANSPORTATION AUTHORITY
By:
Executive Officer
Date: ~z~ D` 7zD
Third Amendment to Master Lease Agreement - Page 6 46114