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2016-198ORDINANCE No. 2016-198 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO APPROVE A FIRST AMENDMENT TO AN AIRPORT LEASE DATED JANUARY 10, 1989 BETWEEN THE CITY OF DENTON, TEXAS AND BERT E. MAHON AND MARY L. MAHON AND AS ASSIGNED TO PETERSEN HANGAR, LLC BY CITY OF DENTON ORDINANCE 2016-050 DATED FEBRUARY 16, 2016; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, certain real property known as 904 Aeronca Lane was leased to Bert E. Mahon and Mary L. Mahon in an Airport Lease Agreement dated January 10, 1989, hereinafter the "Base Lease", and as subsequently assigned to Petersen Hangar, LLC by City of Denton Ordinance 2016-050 dated February 16, 2106; and, WHEREAS, the City of Denton and Petersen Hangar, LLC desire to amend the Base Lease; and, WHEREAS, the City Council of the City of Denton, Texas deems it in the public interest to approve this First Amendment to the Base lease; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a First Amendment to an Airport Lease Agreement between the City of Denton, Texas and Bert E. Mahon and Mary L. Mahon dated January 10, 1989, as subsequently assigned to Petersen Hangar, LLC by City of Denton Ordinance 2016-050 dated February 16, 2106 which is attached hereto and made a part of this Ordinance for all purposes and to exercise all rights and duties of the City of Denton, Texas under the Airport Lease Agreement. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. n �� PASSED AND APPROVED this the ,�,�� day of �� , 2016. �� . ��n � �'� �.� �� d� � � � �: �� .., . � �� ; �_ � m �. �. �� .... __... 11�� U�' 1`°�°�, MA�'�..�R �.., ;�� " ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: "'�� _W� „��` APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � � � �y� . �, � ��. BY: � � '��";� �� ""� ° ',� .,��„ „� �"� � ,�� - �"�� ^ .,� �� .... ..... FIRST AMENDMENT TO THE . AIRPORT LEASE AGREEMENT WITH BERT E. MAHON AND MARY L. MAHON AS APPROVED BY CITY OF DENTON ORDINANCE 89-006 STATE OF TEXAS COUNTY OF DENTON , KNOW ALL MEN BY THESE PRESENTS: This First Amendment is executed to be effective as of the 19th day of July, 2016 to that certain Airport Lease Agreement, hereinafter referred to as "Base Lease", between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor" and Bert E. Mahon and Mary L. Mahon, which was executed to be effective as of the l Oth day of January, 1989, and subsequently assigned to Petersen Hangar, LLC, by City Ordinance 2016-050 effective February 16, 2016 and fuither assigned to Roanoke Air and Auto, hereinafter referred to as "Lessee", by this First Amendment. WITNESSETH: WHEREAS, the Lessor and Lessee wish to amend the Base Lease to transfer all rights and responsibilities therein to Roanoke Air and Auto, Inc. as agreed to in the Lease Assignment of Pad Site At 904 Aeronca attached hereto and made a part of this First Lease Amendment; and WHEREAS, Roanoke Air and Auto, Inc. agrees to accept the current lease period with texm options which expire in January 2024; and, WHEREAS, Lessor agrees to certain amendments to the Base Lease; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree to amend the Base Lease as follows: SECTION 1. Section III. "Term" is hereby amended so as to add the following thereto: III. TERM "�"�� ,R��u ��"this Lease si��a�C be Cor a peri�� f twenty�� .�5) years, c��cer�e�'��g on the 15�h �� f ,��°°�^, 1989. And �.��A�tinuing thco��l�. the 14th �� r�" Januaiy. 2t��, ��la��s earlier terminated under the provisions of this lease. Lessee shall have the right and option to extend the t��a� 09" ��i� lease ��° �� ) addition�l five (5) ye�u• consecutive te��rts ��"t�,� td�c� ��'��ion c��" k�� i��awl �r��t��y-five �� term which will extend thc term oi'lhis �� t��J��„i�� tl�� 4r� �� : January, 2024. Should Lessee desire to exercise either such option, Lessee sha11 give written notice thereof to Lessor at least one hundred eighty (180) days prior to the expiration of the initial term or first additional five (5) year term of this Lease, whichever the case may be. In the event Lessee fails to give the written notice within the required time, the option to extend will automatically terminate. In the event Lessee timely exercises the option to extend, this Lease shall be extended for an additional five (5) year term upon the same terms and conditions provided for in this Lease. Lessor and Lessee mutually agree to enter into a new agreement to supersede and replace this Lease Agreement prior to the expiration of this Lease Agreement, with a minimum term of twenty-five (25) years which will, among other things, effectively extend or otherwise defer the transfer of title and ownership of the Lease Improvements to Lessor as provided for in Section VII.E. of this Lease. Any new agreennent to supersede or replace this Lease Agreement shall include a lease rate negotiated at the then current market rate for similar property at Denton Enterprise Airport. SECTION _II. Section N. "Rentals and Payments" is hereby amended so as to add the following thereto: � IV. ��"� J+��.� �'� � � l''�4'�".� 1:.� �..�,, A N��,ww�'�,w��wwwl��,��t ,��essee shall pay to the Lessor rent for the use and occupancy of the Premises for the first year of this Lease, on or before January 15, 1989, the sum of eight (8) cents per square foot per year, for a total of Two Thousand One Hundred Fifty Dollars and Forty Eight Cents ($2,150.48). All subsequent annual rental amounts as adjusted per terms herein may be paid on a prorated monthly basis for all subsequent months of this Lease Agreement. SECTION III. Section XTII. Miscellaneous Provisions, P��r��h B. is hereby amended to read as follows: XIII. MISCELLANEOUS PROVISIONS B. ��bl��,��r�� 1��i��u.��;�. The Lessee shall not assign this Lease without prior written consent of the Lessor. If lease assignment is approved by Lessor, any tenant, sublease or assignee shall be subject to the same conditions, obligations and terms as set forth herein. TION IV_.w Save and except as amended hereby, all the remaining clauses, sentences, S.EC.........�_........... paragraphs, sections and subsections of the Base lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the effective date first above written. CITY OF DENTON, TEXAS, LESSOR BY: ��" U \ � —...__ _— --------- — _. � � � � � �� , � y, CITY MANAGER l��C� l� Page 2 of 4 ATTEST: JENNIFER WALTERS, CITY SECRETARY :' � � '�� ,�''�� LEGAL FORM: '� BURGESS, CITY ATTORNEY �,�� BY �" ��'�� . � ar , � j � �x��,...�� .� .,,, � .�� °�` � � � ..._.. �� . � � �. , . ROANOKE AIR AND AUTO,INC BY�._.� �� "'� � �� , �� ,,w "� � �� .....,.., DAVID K. WHITE, PRESIDENT ACKNOWLEDGMENTS THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on � ��' �re day of V „ m y 2016, by -(aee . amp , City Manager of the City of Denton, Texas, on behalf said ��c��. �{ pU.�acc� (�cl��C1 � �� a � � ��o � � �'p.w4�'�aIX��P�,.;� Wl�lll,��ill�!Vw!��OfM'�"��W&W�'P""ul!'.�.WiM1...IUT�I�y,..R �Y � „��a�w d+4��i�v�Y'��W^��p��.V�:` n�'�Mp"�''Y"k� �iiw�k,;!a �. ,o� � �,. .i. �,�✓� '� �.r��i'� I�.�.;�ii�� ° �ea° '�I!I.�.., "r,��'�I �:;�� 4[�' 'N+i. ��a ��m ��m�ty�'°" III^�' � �'i�"a��"�" �I� '� � �� 'm��:� ��u� � �� m��,��. THE STATE OF TEXAS § � �,. � � 1�i ' �� . I1��.,� �, ��"'�,�I �;" OF TEXAS ' Page 3 of 4 COUNTY OF DENTON �' ' _ �� s��ay ��" � �� : �� . 2016 by Tlus instrument was acknowledged before me on the �� David K. White, President, Roanoke Air and Auto, Inc., on behalf of said co�ri�any. � ` �� , � � m .�.�� ......._ � - -��_�.. "� � � �. � NOT,�I�.�"" C��..&].�1��;� STATE OF TEXAS Page 4 of 4 LEASE ASSIGNMENT AND ASSUMPTION OF PAD SITE AT 904 AERONCA STREET DENTON ENTERPRISE AIRPORT ("Assignment") DATE; ,�,,' �r � 1 � , 2016 ASSIGNOR: Petersen Hangar LLC ASSIGNEE: Roanoke Air and Auto, Inc. LEASE ASSIGNMENT: Effective Date: �' ��, � 2016 Landlord: City of Denton Tenant: Roanoke Air and Auto, Inc. WITNESSETH: WHEREAS, The City of Denton, Texas, a municipal corporation (the "Landlord") is the sole landlord under that certain Airport Lease Between the City of Denton and Bert E. Mahon and Mary L. Mahon, which was executed to be effective as of January 10, 1989, entered into between the Landlord, as landlord, and Bert E. Mahon and Mary L. Mahon ("Mahon"), as tenant (together with any amendments or options thereto, collectively referred to as the "Base Lease"); WHEREAS, the Base Lease covers that certain lot, tract or parcel of land together with improvements thereon and rights and appurtenances belonging thereto commonly known at 904 Aeronca, Denton, Texas, Abstract Number 1285, Thomas Toby Survey, Denton County, Texas (the "Property"), and being more particularly described in the Base Lease (including the exhibits thereto), which is on file with the City of Denton and hereby incorporated herein by reference for all purposes; WHEREAS, with the approval and consent of the City of Denton, the interest of Mahon, as tenant under Base Lease, was assigned to Harold E. Culp, II and Kathy J. Culp by City of Denton Ordinance 2009-197 dated September 1, 2009, and subsequently assigned to Petersen Hangar LLC by City of Denton Ordinance 2016-050 effective February 16, 2016; WHEREAS, Assignor and Assignee have entered into that certain Asset Purchase Agreement, dated as of June 15, 2016 (the "APA") wherein Assignor has agreed to sell, convey, transfer, assign and deliver to Assignee all of the rights and benefits of Assignor in and to the Base Lease; and Now, therefore, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: A. Assignor does hereby ASSIGN, TRANSFER, SET OVER, CONVEY and DELIVER unto Assignee, its heirs, legal representatives, successors and assigns, all of the rights, powers, privileges and interests of Assignor in and to the Base Lease. B. Assignee, both as assignee under this Assignment and as Tenant of the Base Lease, hereby agrees to: 1. Keep, fulfll, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, due or owing after the date hereof by Assignor under the terms, provisions and conditions of the Base Lease; 2. Accept the current Base Lease term which expires in January 2019, unless earlier extended to January 2024; 3. Accept an amendment to the current lease which authorizes an additional lease term of twenty-five (25) years to be negotiated at a current .market rate at any time during the current lease period; 4. Accept an amendment to the current lease to allow the annual lease amount to be paid in equal monthly installments; 5. Accept the premises in their present "as is" condition; and 6. Complete all obligations of property improvements purchased from Assignor prior to this assignment becoming effective. C. Landlord consents to this assignment: 1. Landlord agrees that provisions of the Base Lease shall transfer solely to Assignee upon approval by Landlord. D. Assignor agrees that: 1. Assignor confirms that the Base Lease with respect to the Property is to be transferred to Roanoke Air and Auto, Inc. upon approval of Landlord. 2. Assignor will pay or will cause the Assignee to pay to Landlord a $500 property lease transfer fee. E. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, each of the Parties hereto and to their respective successors, transferees and assigns. F. This Assignment shall be governed by the laws of the State of Texas without regard to principles of conflicts of laws. G. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together constitute one instrument. PREVIOUS ASSIGNMENTS: Original Date of Lease: January 10, 1989 between City of Denton and Bert E. Mahon; Assigned to Harold E. Culp by City of Denton Ordinance 2009-197 dated September 1, 2009; Assigned to Petersen Hangar LLC by City of Denton Ordinance 2016-050 dated February 16, 2016. IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date first written above. �:� '� ..� � �� `� w,� ��i;�� Roanoke Air and Auto, Inc. David K. White, President �� ...... ��. ��° N�„�.w�� ._� �,�,,�.,� C:�... �µ� � �.,� � � �� ;�`a��i�i"ii�r � �;s�ir Hangar ,I.., .. Shawn Petersen, Manager STATE OF TEXAS COUNTY OF DENTON Consent: City of Denton, Landlord ��_ � � _�e..�.. ._�a,�t�� "" �� , 9��w�,�� .��u� �.o�-� �� Approved As To Legal Form Anita Burgess, City Attorney ,� � � � � �, �„��'� By � �:,�" � �,��" ��, ;��. — �,��,��,,.,- � � �� ..��=� � � . ��' �� ,,,, �,... � This instrument was acknowledged before me on the ��°� �� of� �� vw��.' d~ 2016 t.....� by David K. White, President, Roanoke Air and Auto, Inc., Assignee. ' [SEAL] STATE OF TEXAS COUNTY OF DENTON n� �� Y e,., � ..e �, , �,—��.� � . r ,� �' �.,�x,: ,� W d � s w _..,....,.......... ,......_ a�.............. ._ .e�. Notary Public, State of Texas � p, � r ^" , � �, ....�„ My Commission Expires ' � �.�' `� ', V� (or Notary Stamp) ��T� � This instrument was acknowledged before me on the day of �U �1 � , 2016 by Shawn Petersen, Manager, Petersen Hangar LLC, Assignor. �,�`�'� �� GEMMA FORTIER � a,�"� �� MY COMMISSION EXPIRES ,��,�,�.� Septerr�er 11, 2019 _ ..... m � . _... Notary Public, State of Texas My Commission Expires �2Q �q (or Notary Stamp) STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on th�'�� day of _, � ��1 on behalf the Cit of Denton, Texas, a munici al �� a� �� i�r�. � 20 �.....�„ by ��'��t�.�� Y P � �� o�� 4M1WCVIIV�F�� re�� lil�� III"� 4'� �li"'11��4 W.:.�u'"m � �fl �IV�yMI dm� �,� �y� ��$� G`�4i��GN�'M'�'�M��,..Nd ��,�M��'if�"��',�a,�4'�'� .'. w �'w � �� q'" � �� I�I� �� '�ill,� ��V�I��'m .. ��mmg��in��`' ��-�a'��N° �� i��h"�� ioaiu�uumiW�..� . �µ�wiw�o�u� '�im�m�mrvr�rsi�. [SEAL] � � � ,� � �. ... .,, s .m� I � �r�r ��04, � �, State of Texas My Commission Expires � � �m � (or Notary Stamp)