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2016-109ORDINANCE NO. 2016-109 AN ORDINANCE APPROVING ASSIGNMENT OF A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND JIM OSBORNE DATED OCTOBER 20, 1998, TO HANGARS PLUS, L.L.C.; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an assignment of a Commercial Operator Airport Lease Agreement between the City of Denton and Jim Osborne dated October 20, 1998, to Hangars Plus, L.L.C. in substantially the form of the Consent To Assignment Of Ground Lease which is attached to and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the °� °� a day of �� "� , 20�,�. �°� l " �'1� i�� ' �� "� � ��,,.,, _...�. �� , � �,� �` a � �.u�� .. M.. .. _.........._ CHRIS W�PN 1"�, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY . w A ��o�, , BY: �� . ° __� �.� �� -- ----- ... ,�%��'�� iJ� A� TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � � � � BY: �� '�'"" .�� "�'� �..��,��" ..� �� ""�"�w,m �� .— .� �� LEASE ASSIGNMENT OF PAD SITE AT 4747 LOCKHEED LANE DENTON E N T E R P R I S E AIRPORT DATE : March 17, 2016 ASSIGNOR : Jim Osborne ASSIGNEE : HangarsPlus, L.L.C. LEASE ASSIGNMENT: Date: April 5, 2016 Landlord: City of Denton Assignor assigns to Assignee Tenant's interest in the lease. A. Assignee Agrees To: 1. Assume Tenant's Obligations under the lease. 2. Accept the premises in their present "as is" condition. 3. Complete all obligations of purchase from Assignor prior to this assignment becoming effective. B. Landlord consents to this assignment: 1. Landlord agrees that provisions of this Lease Agreement shall transfer solely to Assignee upon approval of assignment by Landlord. C. Assignor agrees that: 1. Assignor confirms that the land lease and hangar ownership with respect to the property at 4747 Lockheed Lane is to be transferred to Hangars Plus, L.L.C. upon approval of Landlord. 2. Assignor will pay or will cause the Assignee to pay to Landlord a$500 transfer fee. PREVIOUS ASSIGNMENTS: None Original Date of Lease: October 20, 1998 between City of Denton and Jim Osborne. HangarsPlus, L.L.C., Assignee �� ,k��art�'��c r��i��r� � ,,,�� .............� . Jim Osborne, Assignor ....... ��° �....� . ...'��,�.... .......�� °�..�.,....... Ji� a t.} ,laorne Consent: City of Denton, Landlord � �, � �°�� "�" �� ,��w�. &� �� m�, �' � "�� .. George C. Campbell, City Manager Approved As To Legal Form � � �� o � �"��-�"�°�..:..:.. ....��.. �,,,�""� � ,,,� � � ,�� Burgess, City r��,�u��"r�� ,M��,��.. , STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the 17th day of March, 2016, by HangarsPlus, L.L.C., Anthony Montgomery, Assignee. ��«w� �� M �' �` JULIE MIN MUILINS M�r Cort�nN��lon E�In� ��,�� A�n► i�, Z01� [SEAL] STATE OF TEXAS COUNTY OF DENTON �� .��m.��.�.��.. Notary Public, State of Texas My Commission Expires �.�D �� (or Notary Stamp) "�° � i°"r • r• :�� ml ��•la �r �� '��1 before me on the 17th day of March, 2016, by Jim Osborne, Assignor. ��,� .^w��"�� JULIE ANN MULLINS '�� """ Mr CNnnNqion Explrts ,� J yµW � IN�y 27, 2017 � �'� ^ k ��ar �n� �� "� ��,4��w^'d"�.�, [SEAL] Notary Public, State of Texas My Commission Expires �,,;� p '"� (or Notary Stamp) STATE OF TEXAS COUNTY OF DENTON This instrument was acknowLedged before me on the �'�' day of "A I��A��"� , 2016, by George C. Campbell on behalf the City of Denton, Texas, a municipal corporation. � �� a�� .._ ; �� p �k��' �i�� w�ww�� g�� i � �� ti�" � w I�� V� �� t �. �aa� �w�� ,� m��w�� .�- � ��^ , ��,u � w � �'��, �,��i�� uo � � � ��'"�" �wiu ��`w»�� w��w��u�w"' �� u�'��M �" � �� aoe��. �� M � �.��.� ��.� Notary Public, State of Texas ��. F My Commission Expires �� a;� �"�'"'�` (or Notary Stamp) Consent to Leasehold Deed of Trust Terms Date: _ April 2016 Landlord: Ci1Y OF DENTON, a home rule municipal corporation L,andlord's Mailing Address: (inc[ude countyJ Attn: City Manager City of Denton, Texas 215 E. McKinney Street Denton, Denton County,l'exas 76201 Tenant: HANGARSPLUS, LLC, a Texas limited liability company Tenant's Mailing Address: [inclnde county] 826 George Street Lantana, Denton County, Texas 76226 Lender: JUSTIN STATE BANK C,ender's Mailing Address: �'rnclude conntyJ P.O. Box 97 Justin, Denton County, Texas 76247 Lease (between Landlord and Tenant) Date: 20 October 1998 Premises: All that certain tract of land situated in the William Neil Survey, Abstract # 970, City of Denton, Denton County, Texas and being a part of Lot 1, Block 1 of Southeast Airport Addition, an Addition to the City ofDenton, Denton County, Texas as recorded in Cabinet G, Page 295, and replatted under County Clerk's Document No. 20 ] 4-205, of the Plat Records of Denton County, Texas; the subject tract being more particularly described as follows; BEGINNING for the Southwest comer of the tract being described herein at a l/2" capped iron rod set for comer from which a concrete monument found at the Northwest corner of said Addition bears North 17 Degrees 57 Minutes 55 Seconds West a distance of 177236 feet; THENCE North O1 Degree 23 Minutes SQ Seconds East a distance of 110.00 feet to a 1/2" capped iron rod set for corner; THENCE South 88 Degrees 36 Minutes 10 Seoonds East a distance of 80,Q0 feet to 1/2" capped iron rod set for corner; THENCE South O1 Degree 23 Minute 50 Seconds West a distance of 110.00 feet to a]/2" capped iron rod set for corner; �'HENC� North 88 Degrees 36 Minutes 10 Seconds West a distance of 80.00 feet to the PLACE OF BEGYNNXTTG and enclosing 0.20 of an acre of land more or less. Recording information (if applicable): Document Number 2016-41026, Official Public Records of Denton County, Texas. A�x►endments {if applicable): Obligation Note Date: _ Apri12016 Maker: HANGARSPLUS, LLC, a Texas limited liability company Payee: JUSTIN STATE BANK Original principal amount: ONE HUNDRED THIRT'Y �TVE THOUSAND DOLLARS ($135,000.00) Maturity date: _ April 2031 Deed of Trust Date: .._ April 2016 Trustee: HOWARD YOUNG Recording information (if known): Other Debt (if any); Clauses and Covenants A. Landlord's Agreements and Representations 1. Landlord consents to the encumbrance by Tenant of Tenant's interest under the Lease pursuant to the Deed of Trust. 2, r,andlord represents to Lender that (a) the Lease is in effect; (b) except as set forth above, there are no amendments to tl�e L.ease; (c) no default under the I,ease has occurred by Landlord or by Tenant; and (d) to Landlord's actual knowledge, there is no condition that, but for the passage of time or the giving of notice or both, would result in a default by Landlord or Tenant under the Lease. 3. Until tl�e Obligation is satisfied, Landlord will not (a) take any action to terminate the Lease or exercise any other rernedy for default by Tenant under the L,ease without first complying with the requirements of this agreement or (b) modify or cancel the Lease without J_,ender's prior writtan consent, 4. Lender has the right to access and remove from the Premises Tenant's personal property to enforce I.,ender's security interest, either during the term of the Lease or within thirty (30) days af�er the expiration or termination of the Lease or rejecCion of the Lease in bankruptcy. lf Lender exercises this right after the end of the Lease term, Lender must, for that period, pay al] rent and comply with all other requirements of Tenant under the Lease as a condition to exercising this right, Landlord subordinates to L.ender's security interest any lien that L,andlord has in any of Tenant's personal property located at Che Premises. 5. Landlord will concurrently send to L.ender a copy of any notice of default sent to Tenant. Landlord will accept performanee by Lendar of any term of the Lease. 6. The Lease will not be terminated because of' a de:fault by Tenant unless (a) notice of the default is delivered to Lender; (b) Lender has not cured a monetary default within fifteen days after the expiration of any of Tenant's notice and cure periods set forth in the Lease; (c} Lender has not cured a nonmonetary default within thirty days after the expiration of any of 'Cenant's cure periods in the Lease or, if the default is curable but cannot be cured within the thirry-day period, (i) Lender has not notified Landlord within the thirty-day period that it intends to cure the default, (ii) Lender has not diligently commeneed to cure the defaulc, or (iii} Lender does not prosecute the cure to completion within a reasonable period of time after the expiration of any applicable cure periods in the L.ease, but not to exceed sixty days; and (d) with respect to a nonmonetary default of such a nature that it is not reasonably susceptible of being cured by Lender (e.g., a nonpermitted assignment by Tenant), T.,ender is not otherwise paying rent and performing all of Tenant's obligations that, by their nature, Lender may perform. 7. If Lender acquires Tenant's interest under the Lease pursuant to foreclosure proceedings or otherwise, Lender is not required to cure any default under the I.ease existing prior to such acquisition if the default cannot be cured by the payment of money or is personal to Tenant and, therefore, not susceptible of cure by Lender. 8. The following transfers of Tenant's interest under the L�ase are permitted and do not require the consent of Landlord as long as the transferee assumes all of Tenant's obligations under the Lease: (a) a transfer resultino from a foreclosure under the Deed of Trust; (b) a deed in lieu of foreclosure of the Deed of Trust; and (c) a subsequent transfer by Lender or its designee if they acquire such interest. 9. On request by Lender, Landlord will deliver to I.ender estoppel certificates related to the I.ease and copies of documents creating or evidencing the Lease, certified by Landlord. B. General Provisions 1. Until the Obligation is satisfied, Landlord and Tenant will not subordinate the Lease to any lien that may be placed on L,andlord's interest in the Premises uniess the ]ienholder enters into a subordina[ion and nondisturbance agreement reasonably acceptable to Landlord, Tenant, and Lender, 2. If the i.,ease is terminated for any reason before expiration of its stated term or is rejected in bankruptcy, Landlord will, within fifteen days after Lender requests it, deliver to Lender or its designee a new lease of the Premises on the following terms: The new lease will be for the remainder of the term of the Lease, efFective on the date of termination or rejection, and will contain the same terms contained in the I.ease. b. The new lease will be executed by Landlord and L,ender or its designee within ten days after receipt by Lender of the new lease. On execution of the new lease, the new tenant wil] cure all monetary defaults that existed under the Lease upan its termination or rejection. Within thirty days af'ter the execution of the new lease, the new tenant will cure all nonmonetary defaults that existed upon termination or rejection that are curable or, if any nonmonetary default is curable but cannot be cured within the thirty-day period, (i) tha new tenant must notify Landlord within the thirty-day period that the new tenant intends to cure the default, (ii) the new tenant must diligently commence to cure the default, and (iii) the new tenant must diligently prosecute the cure to completion within a reasonable period of time after execution of the new lease, but not to exceed sixty days. e. All noncurable defaults that existed under the Lease on its termination or rejection shall be waived. f. Any new lease will have the same priority as the Lease, Landlord will hold for the account of the new tenant any moneys then held by or payable to Landlord that Tenant would have been entitled to receive but for the termination or rejection of the Leaseu 3. To the extent of any inconsistency between the terms contained in the Lease and the terms set forth in this agreement, the'terms of this agreement will control. 4. If the ownership of the fee and leasehold interests in the Premises become vested in the same person or entity, that occurrence will oot result in a merger of title as long as the Deed of Trust remains outstanding. 5. Any notice required or permitted under this agreement must be in writing. Any notice required by this agreennenC will be deemed to be delivered (whekher actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this agreement. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercialfy reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein, 6. This agreement will not be affected Uy (a) any renewal or modification of the Obligation; (b) the invalidity or unenforceability of any document evidencing or securing the Obligation; (c) the release or other disposition of any collateral for the Obligation; (d) the exercise or nonexercise of any right or remedy with respect to the Obligation; or (e) any waiver, consent, release, delay or other action, inaction, or omission with respect to the Obligation. CITY OF DENTON � � �� W� � ��a � �� m � �,� � �� , • �w� w -�� BY: .� . �" � �� —,�.�._ �� .� �� TTS. _ �`� �� '� � �.� ,�_:�� ._. —. HANGARSPLUS, LLC ,��""" ;.� �,,� � mm ^"" ��"`� �T�T1.� R.1'��fT Cv�9;'�"�`, , s'��Icl��t JUSTIN STATE BANK BY: ITS; (corporate acknowledgment) THE STAT� OF TEXAS } } COUNTY OF DENTON' } �,i"�x ��„ tl u��b��'s��c^� authority, on this day personally �tgr��a��c:�c� .� � " ° �� , �` `�� . "�"'�"�� ,� �„,., of CITY OF DENTON, a home rule mun��i ti�a corporation, c3 acknowl�;�� to me that he executed the same for the purpases and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation. + � � T� Given under my hand and seal of ofFice on this �t� � r�«�� ' � �(� „�u �� o.� � ��, ,°� ��.� �� m u m� � �� G�� W�� '^ � � ��N�n��'�"1i, V� � � �;,�n,��" m � , . .�.. ... ..�. �"�'" � LI� I� SL1 .� � a� � � �� w�� il� � �� .� � �� w�� N �x � �, te �a�' Texas °�� ,�� , „.. � m � �� . � � ��a�� ^ � �� u � � �� a�� ' �� ' (corporate acknowledgment) THE STATE OF TEXAS } } COUNTY O� DENTON } Before me, the undersigned authority, on this day personally appeared ANTHONY R. MONTGOMERY, President of HANGARSPLUS, LLC, a limited liability company, and acknowledged to tne that he executed the same for the purposes and con.sideration therein expressed, in the capacity therein stated and as the act and deed of said limited liability company. ��v��a ��r° r�� l��aa�:l �� s��N �f c��f��:a �a� tl�a� l�t� p�' ��.ww., �1�� f�� d , ��. �� w��.�µ � 4 � J �IE Ll! i��ry.�A��j � �y � �� .�.r.�:� @�a , ,��' � �'� °,..µ.., � � 7� 11 ��,,�a�r Public, State of Texas �corporate acknowledgment) THE STATE OF TEXAS } } COUNTX OF DENTON } Before me, the undersigned authority, on this day personally appeared HOWARD YOUNG, President of Ji]STTN STA7'E BANK, a corporation, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation. Given under my hand and seal of of�ce on this the day of _„__,_,��,,,, 20_. Notary Public, State of Texas