2003-308FILE REFERENCE FORM I 2003-308 I
X
Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S) Date Initials
Mutual Rescission of Assignment of Lease - 12/30/04 JW
O rNANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE CONVEYANCE
OF BUSINESS ASSETS OF AVIONICS INTERNATIONAL SUPPLY, INC. ("AVIONICS")
A TENANT AT THE DENTON MUNICIPAL AIRPORT AND OTHER ENTITLES CO-
LOCATED THEREWITH TO COMPLETE AVIATION SUPPLY SERVICES
INTERNATIONAL, INC. ("COMPLETE AVIATION"); AND APPROVING AN
ASSIGNMENT OF A COMMERCIAL AIRPORT LEASE DATED DECEIVIBER 19, 1995
FROM AVIONICS TO H&J BUILDING ENTERPRISES, L.L.C. ("H&J") AND FURTHER
APPROVING OF A GROUND SUBLEASE AND A SEPARATE LEASE OF THE
IMPROVEMENTS THEREON FROM H&J TO COMPLETE AVIATION; AND PROVIDING
AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council hereby approves the following:
a. The assignment of a Commercial Airport Lease dated December 19, 1995
between the City of Denton and Avionics International Supply, Inc. ("Avionics") to H & J
Building Enterprises, L.L.C. ("H&J") in substantially the form of the assignment attached hereto
and made a part of this ordinance for all purposes (the "Lease Assignment");
b. The conveyance of business assets of Avionics and other entities co-located
therewith to Complete Aviation Supply Services International, Inc. ("Complete Aviation"); and
c. A ground sublease and a separate lease of the improvements thereon from H&J to
Complete Aviation.
.SECTION 2. The City Manager, or his designee, is authorized to sign consent to the
Lease Assignment on behalf of the City of Denton including all other documents necessary to
carry out the intent of this ordinance..
.SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the /~/~ day of ~ ,2003.
!
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY:
Page 2
STATE OF TEXAS
COUNTY OF DENTON
ASSIGNMENT OF LEASE
WHEREAS a lease made on or about December 19, 1995 by and between the
City of Denton, Texas, as Lessor and Avionics International Supply, Inc. as Lessee was
entered into concerning the property located at 1750 Westcourt Dr., Denton, Texas, as
more particularly described in Exhibit A attached hereto and included herein by
reference the "Main Lease," and
WHEREAS the Lessee, Avionics International Supply, Inc. desires to assign its
interest in the "Mail Lease" to H. & J. Building Enterprises, LLC, a Texas limited liability
company,
AND WHEREAS the City of Denton, Denton County, Texas, as Lessor, has
consented to the assignment herein contained and as set out hereinafter as evidenced
by the signature of the proper City Official(s) below,
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, The Assignor, Avionics International
Supply, Inc., assigns, transfers, and delivers all of its right, title and interest in and to the
above-described premises and "Main Lease" to the Assignee, H. & J. Building
Enterprises, LLC.
It is agreed and understood by and among the parties to this Agreement that:
1. Assignee agrees to accept the "Main Lease," pay all rents and punctually
perform all of Assignor's obligations under the "Main Lease" accruing on and
after the date of delivery of possession to the Assignee as contained in this
agreement. The Assignee further agrees to indemnify and save harmless the
Assignor from any breach of Assignee's obligations hereunder.
2. Assignor shall deliver possession of the leased premises to Assignee on the
date of the execution hereof. All rents and other charges accrued under the
"Main Lease" prior to that date shall be fully paid by Assignor, and thereafter
by the Assignee.
3. Lessor consents to this Assignment of Lease, provided that:
a. Assent to the assignment shall not discharge Assignor of Assignor's
obligations under the "Main Lease" in the event of breach by Assignee;
b. In the event of breach by Assignee, Lessor shall provide Assignor with
written notice of that breach and Assignor shall have full rights to
commence all actions to recover possession of the leased premises (in
ASSIGNMENT OF GROUND LEASE PAGE 1
the name of Lessor, if necessary) and retain all rights for the duration
of the "Main Lease," provided it shall pay all accrued rents and cure
any other default within a reasonable time;
c. There shall be no further assignment of the "Main Lease" without prior
written consent of the Lessor.
This Agreement shall be binding upon and inure to the benefit of the parties, their
successors, assigns, and personal representatives.
SIGNED under seal this the/~"/Lday of ~.~:~:~Z_, 2003, in Denton,
Denton County, Texas.
Avionics International Supply, Inc.,
Lesse~'~ignor . ,/~
by
H. & J. Building Enterprises, LLC,
Assigne~.p.~ssee /,
The C~nton,_De..9~on County,
~ City M~ager . //' ~
Tit tC~'~y-~ecret-ar~---
APPROVED AS T~::)~ORM:
CITY ATTORNEY_,/
STATE OF TEXAS
COUNTY OF DENTON
MUTUAL RESCISSION OF ASSIGNMENT OF LEASE
This Agreement of mutual rescission of an ASSIGNMENT OF LEASE is made and
entered into this ~I'~ day of"/)'~c':-'-~/;''~ ., 200 '7/
, by and between H. & J. Building Enterprises, LLC, a Texas limited liability company
("H. & J."), and Avionics International Supply, Inc., a Texas corporation, (Avionics").
The parties hereby mutually acknowledge and agree that:
1. On September 16, 2003, the parties hereto signed a document entitled
ASSIGNMENT'OF LEASE (the "Assignment"), which Assignment concerned a
lease dated December 11, 1995 between Avionics and the City of Denton, Texas
(the "Main Lease"), and which purported to assign the Main Lease from Avionics
to H. & J., a copy of which document is attached hereto and marked Exhibit A.
2. The Assignment was never implemented or put into operation.
3. Accordingly, the parties to the Assignment and to this agreement of mutual
rescission wish and agree to rescind ab initio the ASSIGNMENT OF LEASE.
Therefore, in consideration of the mutual covenants of the parties and other good and
valuable consideration, the parties hereby rescind ab initio the aforementioned
ASSIGNMENT OF LEASE.
This agreement of mutual rescission shall be binding upon and inure to the benefit of
the parties, their successors, assigns and personal representatives.
Neither party hereto shall have any further rights or duties under the aforesaid
ASSIGNMENT OF LEASE.
The City of Denton, Denton County, Texas, as Lessor under the Main Lease, has
consented to this rescission of the Assignment herein contained as evidenced by the
signature of the proper City Official(s) below,
MUTUAL RESCISION OF CONTRACT PAGE 1
SIGNED under seal this the of , 200 "/', in Denton, Denton
County, Texas.
Avionics International Supply, Inc.,
Assignor
Andy Joh~, its president
H. & J. Building Enterprises, LLC,
Assignee
An~ Jo-,i~l's)~ '
Its ma~g~s
The City of Denton, Denton County,
APPROVED AS TO FORM:
BY:_ ~""~.~
MUTUAL RESCISION OF CONTRACT PAGE 2