2012-115o�n�rANCE No. 2012-115
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN ESTOPPEL
CERTIFICATE TO 4736 LOCKHEED ASSOCIATES, LTD AND ACCESSBANI� TEXAS
FOR HANGARS LOCATED AT 4650 LOCKHEED AND 4736 LOCKHEED AT DENTON
AIRPORT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on September 21, 2004 the City of Denton, Texas (hereinafter the "City")
entered into that certain Airport Lease Agreement with JVC Real Estate, L.L.C. ("JVC") for
property located at 4650 and 4736 Lockheed at Denton Airport ("Lease"); and
WHEREAS, on August l, 2006 the City approved an assignment of the Lease from JVC
to 4736 Lockheed Associates; and
WHEREAS, 4736 Lockheed Associates, Ltd has requested the City to enter into a Lease
Estoppel Agreement ("Lease Estoppel") with it and AccessBank Texas ("AccessBank") to
facilitate the financing of a mortgage loan to 4736 Lockheed Associates, Ltd under the Lease;
and
WHEREAS, the City Council deems it in the public interest to enter into a Lease
Estoppel with 4736 Lockheed Associates, Ltd and AccessBank, which will amend the Lease and
will further facilitate the financing of a mortgage loan to 4736 Lockheed Associates, Ltd under
the Lease; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized and directed to
execute a Lease Estoppel between the City of Denton, 4736 Lockheed Associates, Ltd and
AccessBanlc in substantially the form of the Lease Estoppel, E�ibit A, which is attached hereto
and made a part of this Ordinance for all purposes.
SECTION 2. This Ordinance sha11 become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the h� day of , 2412.
MA � A. BURROUG , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: i'
Exhibit A
LEASE ESTOPPEL
This Lease Estoppel (this "AgreemenY') dated May ��, 2012, is entered into by the City of
Denton, Texas, a municipal corporation ("Lessor"), and 4736 Lockheed Associates, Ltd., a Texas limited
partnership ("Lessee"), for the benefit of AccessBank Texas ("Bank").
WITNESSETH:
W HEREAS, Lessee desires to obtain financing through Bank to refinance improvements and to make
additional improvements on the property described in the Airport Lease Agreement Com mercial Operator by
and between Lessor and JVC Real Estate, L.L.C. dated September 21, 2004 with the Summary of Airport
Lease Agreement recorded under Denton County Clerk's Instrument No. 2005-3890, in the Real Property
Records of Denton County, Texas; such Lease being assigned by Lease Assignment of Commercial
Operators Lease at Denton Municipal Airport, dated July 25, 2006 from JVC Real Estate, L.L.C., assignor,
to 4736 Lockheed Associates, Ltd., a Texas limited partnership, assignee, which assignment was approved
by Lessor on August 1, 2006;
W HEREAS, Bank requires the parties to execute this Agreement before it will provide financing to
Lessee, the proceeds of which will be used to finance the improvements;
NOW THEREFORE, in consideration of the promises and mutual covenants contained in this
Agreement, the parties agree as follows:
ARTICLE 7 - DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
Bank Loan: The loan from Bank to Lessee.
Lease: AirportLeaseAgreementCommercialOperatorbyandbetweenLessorandJVCRealEstate,
L.L.C. dated September 21, 2004 with the Summary of Airport Lease Agreement recorded under Denton
County Clerk's Instrument No. 2005-3890, in the Real Property Records of Denton County, Texas, such Lease
being assigned by Lease Assignmentof Commercial Operators Lease at Denton Municipal Airport, dated July
25, 2006 from JVC Real Estate, L.L.C., assignor, to 4736 Lockheed Associates, Ltd., a Texas limited
partnership, assignee, which assignment was approved by Lessor on August 1, 2006.
Loan Documents: The documents, as modified, that are now or hereafter executed in connection with or as
security for the Bank Loan, including without limitation, any promissory notes, loan agreements, servicing
agent agreements, guarantys, deeds of trust, security agreements, certifications, and affidavits.
Property: 5ee attached Exhibit A.
ARTICLE 2 -AGREEMENTS
1. Lessor's Consent to Granting and Existence of Liens. Lessor consents to the granting and
existence of liens against Lessee's leasehold estate in the Property to secure amounts due under the Loan
Documents.
2. Lease Modifications and CanceJlations. The Lease will not be modified or cancelled without
the Bank's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
In the event the Lease is cancelled or terminated pursuant to any provisions of the Lease, Bank shall have
the right to either (i) acquire the Lease and assume all the Lessee's rights and obligations under the Lease,
or (ii) present to the Lessor a replacement Lessee acceptable to Lessor in its reasonable approval, to assume
all the Lessee's obligations under the Lease.
LEASE ESTOPPEL PAGE 1 OF 6
3. Bank's Right to Acquire Leasehold Estate. If there is a default under the Loan Documents
and the default continues without being cured, then the Bank will have the right to acquire the leasehold estate
through foreclosure or assignment of lease in lieu of foreclosure, The Bank's acquisition of the leasehold
estate will not constitute a default or termination of the Lease.
4. Bank's Rights as Lessee. If the Bank acquires the leasehold estate as stated in paragraph
3 above, then it will succeed to the rights of Lessee under the Lease, including without limitation, the right to
exercise any options exercisable by the Lessee under the Lease. In addition, and notwithstanding anything
contained in the Lease to the contrary, the Bank, as lessee under the Lease, will have the right (i) to assign
the Lease, or (ii) to sublease all or any part of the leased premises to a lessee that is acceptable to Lessor
in its reasonable approval. Provided, however, in the event of an assignment of the Lease, Bank or the
assignee shall pay all of Lessor's administrative cost of processing such assignment as described in
paragraph 2.
5. Bank's Dufies as Lessee; Lessor's Exclusive Remedy for Breach. If the Bank acquires the
leasehold estate as stated in paragraph 3 above, then it will be obligated to pay rent and to perform Lessee's
other obligations under the Lease, including any delinquent or back rental or other charges owed as a result
of the default.
6. Notice of Materra! Defaults. Lessor agrees to give the Bank written notice of all material
defaults under the Lease. A material default is any default upon which Lessor intends to take action.
7. eank's Righf fo Cure Defaults. The Bank shall have the right to cure any or all defaults under
the Lease.
8. Opportunity to Cure Monetary Defaults. In the event of a material monetary default under the
Lease, Lessor agrees to give the Bank a period of 90 days to cure the default before exercising any of its
remedies under the Lease. The first day of the 90 day period is the day the Bank actually receives the default
notice.
9. Opportunity fo Cure Non-Monetary Defaults. In the event of a rnaterial non-monetary default
under the Lease, Lessor shall take no action to exercise its remedies under the Lease if within 45 days
following receipt by the Bank of a default notice: (i) the Bank has cured any non-monetary defaults that are
susceptible of being cured by it; and (ii) the Bank has commenced all necessary action to obtain possession
of the Property, the Bank is diligently proceeding to obtain possession of the Property, and any rental and
other amounts due under the Lease with all interest, penalties, and other charges that may be due under the
Lease, have been and continue to be paid to Lessor.
10. Notices. All notices, requests, demands, and othercommunications underthis Agreement
shall be in writing and shall be deemed to have been duly given on the date of service if served personally,
or on the day it is deposited in the United States mail, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
Lessor: City Manager
City of Denton, Texas
215 E. McKinney 5t.
Denton, TX 76201
Fax No. 940.349.8596
Lessee: 4736 Lockheed Associates, Ltd.
Attn: John Vann
4736 Lockheed Ln
Denton, TX 76207
LEASE ESTOPPEL PAGE 2 OF F)
Fax No:
Bank: AccessBank Texas
Attn: Patrick Ezzo
PO Box 1429
Denton, TX 76202
Fax No: 940.382.3942
11. Subordination of Landlord's Lien. Lessor subordinates all its liens and security interests in
each lessee's personal property located on the Property to the liens and security interest of Bank in such
personal property.
12. Condemnatron Awards and Hazard lnsurance Proceeds. Notwithstanding anything contained
in the Lease to the contrary, the provisions of the Loan Documents shall govern and control the use and
application of the proceeds of any condemnation award or casualty insurance policy payable with regard to
condemnation or casualty.
13. Conflicts. In the event of a conflict between the terms of the Lease and this Agreement, the
terms of this Agreement will control, provided all terms of the Lease which are not in conflict with this
Agreement shall remain in full force and effect.
14. Binding Effect. This Agreement shall be binding upon the undersigned and their successors,
assigns, and legal representatives. This Agreement is intended to benefit and may be enforced bythe Lessor,
the Bank, and their successors, assigns, and legal representatives. This Agreement is given to assure the
Bank, its successors and assigns, as to the interpretation of certain Lease provisions affecting the Bank's
interest. It is not intended to confer nor shall it confer any right or benefit upon the Lessee or any third Party
other than Bank.
City of Denton xas, a icip I ion
� �..
B y:
, City Manager
Attest:
City Secretary
By:
Approv�ti'as to legal form:
��li� ��q�55 , City Attorney
� ,
BY: � ,
LEASE ESTOPPEL PAGE 3 OF B
STATE OF TEXAS
COUNTY OF DENTON
BEFORE ME, t undersigned, Notary P blic in and for said County and State, on this day
personally appeared p�.�( /}���Q=, in his/her capacity as City Manager of The
City of Denton Texas, a Texas m icipal corporati n, on behalf of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this 3� ��� day of May, 2012.
� �,dJ
Notar u lic, St e f Texas
�,RI P�I
r0.*,. s;;,, JENNIFER K. WALTERS
-•; '^� Notary Public, State nf Texas
_ ' :t.,�e My Commission Expires
=��;;fa���;+�' December 19, 2014
„� ,ti�
STATE OF TEXAS
COUNTY OF DENTON
LESSEE
4736 Lockheed Associates, Ltd, a Texas limited partnership
By: 4736 Lockheed nvestors, L.L.C., General Partner
B y:
J n an , M nager
§
r
BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day
personally appeared John Vann, as Manager of 4736 Lockheed Investors, L.L.C., General Partner of 4736
Lockheed Associates, Ltd., a Texas limited partnership, on behalf of said pa,Lr,tnership.
GIVEN UNDER MY HAND AND SEAL OF O E on this `� i� day of May, 2012.
�
''��������' BRAND? HEITZMAN
�. Ry p`,,, otary ic, tate o Texas
?_°:�¢� NoTary P bli
= u c, State of Texas
:U,;•, r,: My Commission Expires
2;'s d• ti�'c`
",,,,�„„�.� May 12, 2016
LEASE ESTOPPEL PAGE 4 OF F)
BAN K
Acc ank Texas
B y:
Na e: r • Z
Title: �/�. C�/►1M R!c �a i L�n r1 d.�
STATE OF TEXAS
COUNTY OF DENTON
BEFORE ME,�he undersigned a Notary Public in and for said County and State, on this day
p r allyappeared �� �r�( �?�.O in his/her capacity as
� of AccessBank Texas, a Texas i f� �z�(� , on behalf of said
��— ---
GIVEN UNDER MY HAND AND SEAL OF OFFIC n this �_ day of May, 2012.
�_v' '"
'I
/ . � ---�
.�'"""°��, Notary Publi , tate f Texas
SISSY RUNIUNS
My Commission Expires
January 6, 2015
sr�re oc tE��y
LEASE ESTOPPEL PAGE 5 OF 6
Exhibit A
Legal Description
All that certain tract of parcel of land situated in the W ILLIAM NEIL SURVEY, ABSTRACT NUMBER 970 in
the City of Denton, Denton County, Texas, and being a part of Lot 1, Block 1 of Southeast Airport Addition,
an addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet
G, Page 295 of the Plat Records of Denton County, Texas, referenced in the Airport Lease Agreement
Commercial Operator by and between City of Denton, Texas, a municipal corporation and JVC Real Estate,
L.L.C., a Texas limited liability company, dated September 21, 2004 with the Summary of Airport Lease
Agreement recorded under Denton County Clerk's Instrument No. 2005-3890, in the Real Property Records
of Denton County, Texas, such Lease being assigned by Lease Assignment of Com mercial Operators Lease
at Denton Municipal Airport, dated July 25, 2006 from JVC Real Estate, L.L.C., assignor, to 4736 Lockheed
Associates, Ltd., a Texas limited partnership, assignee, which assignment was approved by City of Denton,
Texas on August 1, 2006, and being more particularly described as follows:
Beginning at a 3/8" iron rod found at the northwest corner of the herein described tract and being South 21
Degrees 14 Minutes 54 Seconds East, a distance of 1884.01 feet from a found concrete monument at the
northwest corner of said Addition at a found concrete monument;
Thence South 89 Degrees 43 Minutes 31 Seconds East, a distance of 300.00 feet to a 1/2" capped iron rod
set atthe northeast corner ofthe herein described tract and under apparent public use posted as SKY LANE;
Thence South 00 Degrees 16 Minutes 29 Seconds W est, a distance of 180.00 feet to a 1/2" capped iron rod
set at the southeast corner of the herein described tract;
Thence North 89 Degrees 43 Minutes 31 Seconds West, a distance of 300.00 feetto a 1/2" capped iron rod
set for the southwest corner of the herein described tract;
Thence North 00 Degrees 16 Minutes 29 Seconds East, a distance of 180.00 feet to the POINT OF
BEGINNING and containing 1.240 acres of land, more or less.
LEASE ESTOPPEL PAGE 6 OF B