2010-311s:\legahour documents\ordinances\10\dcta fourth amendment to mla-ordinance.doc
ORDINANCE NO. 2010-311
AN ORDINANCE APPROVING AND AUTHORIZING THE CITY MANAGER OF THE
CITY OF DENTON, TEXAS TO EXECUTE AND DELIVER A FOURTH 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 Fourth
Amendment to the Master Lease Agreement ("Fourth Amendment") 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 will further the objectives of the Master Lease Agreement, by and
between the City and DCTA, as amended by the First, Second and Third Amended Master Lease
Agreements;
WHEREAS, the City Council of the City of Denton finds that the Fourth 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 Fourth 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 day of '2010.
MARK A. B OU S, MA - R
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
L
s:\admin\active procurements\contracts\lease agreement with the city of denton for bus ops and maintenance facility\101207 ais consent
agenda dcta master lease amendment no 4 final.doc
FOURTH AMENDMENT TO
MASTER LEASE AGREEMENT
This Fourth Amendment to Master Lease Agreement (the "Fourth Amendment") is made
and entered into as of the date of execution hereof by Lessor, as defined below, 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 term of the Master Lease as set forth in Section 2.2 of the Master Lease;
1
s:\admin\active procurements\contracts\lease agreement with the city of denton for bus ops and maintenance facility\101207 ais consent
agenda dcta master lease amendment no 4 final.doc
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,
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 entered into that certain Third Amendment to the Master
Lease Agreement (the "Third Amendment"), dated effective October 1, 2010, providing for one
additional Extension Period to the Master Lease, extending the term thereof to December 31,
2010 and providing rent payable for such additional Extension Period;
WHEREAS, Lessor and Lessee now desire to amend the Master Lease, as amended by
the First Amendment, Second Amendment and Third Amendment, and as extended by the First
Extension, to provide that the additional Extension Period added by the Third Amendment shall
expire February 28, 2011.
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,
Second Amendment and Third Amendment, and as extended by the First Extension, is hereby
amended to read as follows:.
2
s:\admin\active procure ments\contracts\lease agreement with the city of denton for bus cps and maintenance facility\101207 ais consent
agenda dcta master lease amendment no 4 final.doc
"2.2 Extensions. The Initial Term 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) periods, for one (1) additional period from
October 1, 2010 to February 28, 2011 (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
Term. 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
of the extension of the Term of this Lease through and including February 28,
2011.
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 Initial Term and the applicable
Extension Periods being collectively known as the "Term"Y'
2. Article 3, Rent, Section 3.2 of the Master Lease, as amended by the First Amendment,
Second Amendment and Third Amendment, and as extended by the First Extension, is hereby
amended to read as follows:
3
s:\admin\active procurements\contracts\lease agreement with the city of Benton for bus ops and maintenance facility\101207 ais consent
agenda dcta master lease amendment no 4 final.doc
"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, December 1, 2010,
January 1, 2011 and February 1, 2011, 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,
Second Amendment and Third Amendment, and as extended by the First Extension, is hereby
amended to read as follows:
"3.4 Holding Over. The Term of this Lease (including the Initial Term and each
Extension Period if exercised, as provided herein) shall expire no later than
February 28, 2011. 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 N01100 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
4
s:\admin\active procurements\contracts\lease agreement with the city of denton for bus ops and maintenance facility\101207 ais consent
agenda dcta master lease amendment no 4final.doc
Lease Term, and shall be due and payable beginning on March 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 Term of the Master Lease, as amended by the First Amendment, Second
Amendment and Third Amendment, and as extended by the First Extension, through and
including February 28, 2011, in accordance with the terms of Section 2.2 thereof.
5. Except as expressly amended by this Fourth Amendment, the terms and provisions of the
Master Lease, as amended by the First Amendment, Second Amendment and Third Amendment,
and as extended by the First Extension, shall remain unchanged and shall be valid and subsisting
and remain in full force and effect.
6. This Fourth Amendment shall be binding upon and inure to the benefit of the Lessor and
Lessee, and their respective successors and assigns.
7. This Fourth 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.
5
s:\admin\active procurements\contracts\lease agreement with the city of denton for bus ops and maintenance facility\101207 ais consent
agenda dcta master lease amendment no 4 final.doc
EXECUTED BY LESSOR AND LESSEE as of the date of execution hereof by Lessor,
as set forth below.
LESSOR:
CITY OF DENTON, TEXAS
By:
GEORGE C. CAMPBELL, CITY MANAGER
Date: /;?/'7/Z0/0
It
ATTEST:
Jennifer Walters, City Secretary
By:]
APPROVED AS TO LEGAL FORM:
Anita Burgess, City Attorney
By: ~ Z-
LESSEE:
DENTON COUNTY TRANSPORTATION AUTHORITY
By:
EXECUTIVE OFFICER
Date:
6
\\njdhsl\users\klaughlin\dcta\denton bus facility lease\101207 ais consent agenda dcta master lease amendment no 4.doc
ATTEST:
By:
Secretary
APPROVED AS TO LEGAL FORM:
By: 4/41-zr
Kevin B. Laughlin, Attorney for
Denton County Transportation Authority