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2008-274ORDINANCE NO. 2008- AN ORDINANCE AUTHORIZING AND APPROVING A FIRST EXTENSION TO THE MASTER LEASE AGREEMENT ENTERED INTO BY AND BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON COUNTY TRANSPORTATION AUTHORITY FOR A PERIOD OF ONE-YEAR FOR TRACTS OF LAND LOCATED WITHIN THE CITY OF DENTON LANDFILL; PROVIDING FOR RETROACTIVE APPROVAL THEREOF; AND PROVIDING AN EFFECTIVE DATE; WHEREAS, the City of Denton, Texas and the Denton County Transportation Authority ("DCTA"), a political subdivision and coordinated county transportation authority created pursuant to Chapter 460 of the Texas Transportation Code, have previously entered into a Master Lease Agreement (the "Master Lease") dated September 30, 2005 for certain real property that is situated in the City's landfill; thereafter a First Amendment to Master Lease Agreement (the "First Amendment") was entered into on December 4, 2006, but effective as of December 12, 2006, and which First Amendment added additional real property to the Master Lease; and the Master Lease and the First Amendment to Master Lease have two one-year extension of lease periods, with this renewal option being the first such period; and WHEREAS, the term of both the Master Lease and the First Amendment expired on September 30, 2008; DCTA has opted to exercise its one-year renewal option (from October 1, 2008 through September 30, 2009, and has properly notified the City of its intent to do so; and WHEREAS, the City Council finds that the First Extension to the Master Lease Agreement (the "First Extension") benefits the residents of the City and is for the public service and convenience of the residents of the City; and that the one-year extension of the lease term to September 30, 2009 should be approved; NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a First Extension to the Master Lease Agreement by and between the City of Denton, Texas as Lessor, and The Denton County Transportation Authority, as Lessee on the real property described more particularly in the Master Lease Agreement and the First Amendment to the Master Lease Agreement situated within the City's landfill, in substantially the form of the First Extension to the Master Lease Agreement which is attached hereto and made a part of this ordinance for all purposes; as well as to exercise all rights and duties of the City of Denton, Texas under the First Extension. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of /1Z 12008. A. GHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: I , - APP VEDA O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By:l Page 2 THE STATE OF TEXAS § § FIRST EXTENSION TO THE MASTER 17 COUNTY OF DENTON § LEASE AGREEMENT THIS FIRST EXTENSION TO THE MASTER LEASE AGREEMENT (hereafter the "First Extension") is made and entered into as of September 30, 2008, by and between THE CITY OF DENTON, TEXAS, a Texas Municipal Corporation and a home-rule city (hereafter the "Lessor''), and DENTON COUNTY TRANSPORTATION AUTHORITY, a political subdivision and coordinated county transportation authority created pursuant to Chapter 460 Tex. Trans. Code (hereafter the "Lessee"). WHEREAS, Lessor and Lessee are parties to that certain Master Lease Agreement dated September 30, 2005 (hereafter, the "Master Lease") pertaining to certain leased Premises, more particularly described in the Master Lease (the "Leased Premises"). The Leased Premises are located in the City of Denton, Denton County, Texas; and WHEREAS, Lessor and Lessee are also the parties to that certain First Amendment to Master Lease Agreement dated December 4, 2006, but effective as of December 12, 2006, wherein several provisions of the Master Lease were changed, to include without limitation, the leasing of additional real property from Lessor by Lessee (hereafter the "Revised Leased Premises"); and WHEREAS, Article 2.1 of the Master Lease provides that the initial term of the Master Lease will expire on September 30, 2008; and WHEREAS, Article 22 of the Master Lease provides for a procedure wherein the Lessee may provide writtr.n notice to Lessor communicating its decision to extend the Master Lease and First Amended Lease for an additional one-year Term, beginning on October 1, 2008 and ending on September 30, 2009, unless further extended, as permitted in Section 2.2 of the Master Lease; and WHEREAS, Lessee timely provided Lessor notice of its decision, by U.S. Mail to extend the term of the Master Lease and the First Amended Master Lease for the first extension Term, provided for in Article 2.2; and WHEREAS, by this First Extension, Lessor hereby provides notice to Lessee that the 10,000 gallon fuel tank owned by Lessor, being more particularly described in Article 1.1(c) of the Master Lease, and being located adjacent to the Service Bay Building, for which fuel tank Lessee shall have the use of, to store fuel for Lessee's Vehicles during the Term of this Master Lease, will be replaced during the extended Term of the Master Lease by an underground fuel storage tank of similar size; once the replacement underground fuel tank is completed, then at that time, Lessee shall have the use of it to store fuel for Lessee's vehicles during the remainder of the Term of this Master Lease; 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: Page 1 I . Effective as of the date of the last signature affixed hereto, and with proper execution by both parties hereto, the Master Lease and the First Amendment shall reflect the following first extension of Term: (a) "The Term of the Master Lease and First Amended Lease is hereby extended, pursuant to Article 2.2 of the Master Lease for a period of one-year, for the first extension of Term, from October 1, 2008 through September 30, 2009." (b) "The Rental in the first extension of Term shall be $10,607 per month until December 12, 2008; at that time the Rental will decrease for the remainder of the one-year extension Term to $6,489 per month. The rental for the month of December, 2008 shall be prorated." 2. Except as amended by this First Extension to the Master Lease Agreement, the terms and provisions of the Master Lease Agreement and the First Amendment to Master Lease Agreement shall remain unchanged and shall remain in full force and effect. 3. This First Extension may be executed by facsimile signatures and in several counterparts, and by the parties hereto in separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement. 4. In the event of an inconsistency between this First Extension and the terms of either the Master Lease Agreement or the First Amendment to Master Lease Agreement, this First Extension shall govern. 5. This First Extension shall be binding upon and inure to the benefit of the parties hereto, their representatives, successors and assigns. [signature page to.followl Page 2 IN WITNESS WHEREOF, this Agreement is executed as of the date first abov itten; but shall be ra 'fied, confirmed and approved by the parties effective on the day of 2008. "LESSOR" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: I,,- GEORG9 CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTEI S, CITY SECRETARY By: APP VED A O LEGAL FORM: ANITA BURGESS, CITY TTORNEY By. U "LESSEE" DENTON COUNTY TRANSPORTATION AUTHORITY 1660 South Stemmons Freeway., Suite 250 Lewisville, Texas 75067 By: O HEDRICK, PRESIDENT ATTa (kk,~~ ~,I- By: APPROVED AS TO LEGAL FORM: By: PETE SMITH GENERAL COUNSEL (JJG/31959) Page 3