2005-377S90ur Documents\0rdinances\05UVC ULM Agr.doc
ORDINANCE NO. Z&0G5- 3'7'7
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A LETTER
AGREEMENT BETWEEN THE CITY OF DENTON, JVC REAL ESTATE, L.L.C. AND
FIRST UNITED BANK AND TRUST COMPANY; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, on September 21, 2004 the City of Denton, Texas (hereinafter the "City")
entered into that certain Airport Commercial Operators Lease Agreement with JVC Real Estate,
L.L.C. ("JVC") at the Denton Municipal Airport dated September 21, 2004 ("Lease"); and
WHEREAS, JVC has requested the City to enter into a Letter Agreement ("Agreement')
with it and First United Bank and Trust Company ("First United Bank") to facilitate the
financing of improvements to be constructed by JVC under the Lease; and
WHEREAS, at its meeting of November 17, 2005 the Airport Advisory Board
recommended that the City Council approve the Agreement; and
WHEREAS, the City Council deems it in the public interest to enter into a Agreement
with JVC and First United Bank, which will amend the Lease and will father facilitate the
financing of the improvements to be constructed by JVC 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 to execute an
Agreement between the City of Denton, JVC and First United Bank that will amend the Lease,
substantially in the form of the Agreement 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. A day AND APPROVED this the Z day of 2005.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:V,~
LETTER AGREEMENT
Effective Date: December,, 2005
First United Bank and Trust Company
1517 Centre Place Drive, Suite 100
Denton, Texas 76205
JVC Real Estate, L.L.C., a Texas
Limited Liability Company
1424 Gables Court
Plano, Texas 75075
RE: The Airport Lease Agreement - Commercial Operator - dated September 21, 2004 (the
"Lease") between the City of Denton, Texas, a municipal corporation, (the `Lessor), and
JVC Real Estate, L.L.C., a Texas Limited Liability Company, (the "Lessee"), and all
extensions and modifications thereof and future amendments thereto, covering the property
described in Exhibit "A" (the "Project Property")
Gentlemen:
We understand that First United Bank and Trust Company (the "Lender") is proposing to make a
loan to the Lessee in the amount not to exceed $880,000.00 (the "Loan"), the proceeds of which will
be used by the Lessee to make certain improvements to the Project Property in connection with
construction of hangar facilities at the Denton Municipal Airport, which airport is owned by the
Lessor. Notwithstanding anything to the contrary contained in the Lease, this letter shall constitute
our agreement and understanding as to the interpretation of the Lease and its application to the rights
of the Lender.
The Lessor represents to Lender and to Lessee that the Lease is not in default, that the Lessor
is the owner in fee simple of the premises upon which the Project Property is situated, that
the Lease is a valid and binding obligation of the Lessor and that the Lessee has the right to
occupy the Project Property under the tenns of the Lease.
2. The Lessor hereby consents to the Loan, to be secured by a first lien on Lessee's leasehold
interest in the Project Property and a security interest in all personal property of Lessee on
the Project Property, (collectively, such liens and security interests, the "Liens"). The Lessor
agrees that its landlord liens on the Lessee's personal property shall be subordinate to the
Liens of Lender on such personal property.
3. In the event that the Lessor claims a default under the Lease subsequent to the date hereof,
the Lessor agrees to send a copy to Lender of any default notice that is required to be sent
or is sent to Lessee. The Lessor agrees that Lender shall have the right to cure any default
by Lessee under the Lease.
4. In the event the Lease is cancelled or terminated pursuant to Article VI or Article XIII, or
any other provisions of the Lease, or in the event the Lease is rejected in any bankruptcy or
other legal proceeding, the Lessor agrees to allow Lender a period of sixty (60) days
following such cancellation, termination or rejection (upon the condition that the Lender
pays the Lessor during such period the monthly rental that would be payable had the Lease
not been cancelled, terminated, or rejected) to either (i) assume the rights and obligations of
the Lessee under the Lease, or (ii) without becoming liable under the Lease, present to the
Lessor a replacement lessee, acceptable to the Lessor in its reasonable approval, for the
purpose of reinstating the Lease with the replacement lessee or entering into a replacement
lease having the same terms for the balance of the Lease term. In any event, the Liens of the
Lender will continue unimpaired until foreclosed or released by Lender, so long as monthly
rentals are timely paid.
5. Provided, however, in the event of any cancellation of the Lease, which is not caused by a
default of Lessor, an assignment of the Lease or a replacement lessee, the Lessee, Lender,
replacement lessee or any assignee or successor in interest to Lessee shall pay all Lessor's
administrative costs of such cancellation, assignment or designation of a replacement lessee,
including without limitation, all reasonable attorneys fees and Lessors staff time associated
with the cancellation, assignment or replacement lessee. In the case of an assignment or
transfer of the Lease to a replacement lessee, the Lessee, Lender, replacement lessee or any
assignee or successor in interest to Lessee shall pay to Lessor a transfer fee of $500.00.
6. Lessor, Lessee and Lender agree that notwithstanding the provisions of the Loan Documents
between Lender and Lessee dealing with the control and application of any causality
insurance proceeds, that in the event of damage or loss to the Project Property which is
covered by insurance , that the insurance proceeds shall be utilized to fully repair any loss
or damage to the Project Property and the underlying premises to the condition it was in
immediately prior to the event causing the loss or damage for which the insurance proceeds
were received.
7. The exercise by Lender of its rights to foreclose any collateral interest in the Project Property
and the property of Lessee shall not, itself, be a default under the Lease.
8. To the extent of any conflict between the terms of this Letter and the terms of the Lease, the
Lessor agrees that as to the Lender, the terms of this Letter shall be controlling.
9. This Letter is given to assure the Lender, its successors and assigns, as to the interpretation
of certain provisions affecting the interests of Lender; nothing in this Letter is intended to
confer or shall confer any right or benefit upon Lessee or any third party other than Lender.
If the above accurately reflects our understanding and agreement, please indicate by signing below
and returning a counterpart to the Lessor.
Sincerely,
LESSOR:
CITY OF DENTON, TEXAS, a municipal corporation
BY
MICHAEL A. CONDUFF, an er
ATTEST:
JENNIFER WALTERS, City Secretary
BY: (AGw h(hwdM, Ual d,
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, City Attorney
BY:
t /
LESSEE:
JVC REAL ESTATE, LLC, a Texas
Limited Liability Company
LENDER:
FIRST UNITED BANK AND TRUST
COMPANY
BY
ITS
STATE OF TEXAS
COUNTY OFDENTON
BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on this
date personally appeared Michael A. Conduff, City Manager of the City of Denton, Texas, a
municipal corporation, known to me to be the person whose name is subscribed to the foregoing
document and acknowledged to me that he executed the same in the capacity therein stated and for
the purpose and consideration therein expressed.Q
GIVEN UNDER MY HAND AND SEE OF OFFICE, this the 1 day of
2005.
~+?~JENNIFER K, WALTERS
_ Notary Public, State of Texas
on ` My commission Expires
December 19, 2006
N R PUBLIC - STATE OF TEXAS
STATE OF TEXAS
COUNTY OF DENTON
BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on this
date personally appeared, JOHN A. VANN, Manager/President of JVC REAL ESTATE, LLC, z
Texas Limited Liability Company, known to me to be the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same in the capacity therein
stated and for the purpose and consideration therein expressed.
GIVEN UNDER MY HAND AND SEE OF OFFICE, this the 1 day of November,
2005.
<P"` GAYLE GRUBBS
Notary Public
m9 STATE OF TEXAS
My Comm. Exp. 03/24/2009
r
I A,
NOTAR UBLIC - STATE OF TEXAS
STATE OF TEXAS
COUNTY OF DENTON
BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on this
date personally appeared, , ) i py\ f\11 0 G41&r SM f Aj ~i r yW
of First United Bank and Trust Company, known to me to be the person whose name is subscribed
to the foregoing document and acknowledged to me that he executed the same in the capacity therein
stated and for the purpose and consideration therein expressed.
GIVEN UNDER MY HAND AND SEE OF OFFICE, this the ~ day of November,
2005.
GAYLE G NOTARY, PUBLIC - STATE OF TEXAS
Notary PUublIC blic
STATE En 0312412009 ty
My Comm. Exp. }3
EXHIBIT "A"
All that certain tract of parcel of land situated in the WILLIAM 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, and being more
particularly described as follows:
Beginning at a 3/8" iron rod found at the northwest comer 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 at the northeast corner of the herein described tract and
under apparent public use posted as SKY LANE;
Thence South 00 Degrees 16 Minutes 29 Seconds West, a distance of 180.00 feet to
a 1/2" capped iron rod set at the southeast comer of the herein described tract;
Thence North 89 Degrees 43 Minutes 31 Seconds West, a distance of 300.00 feet to
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.