HomeMy WebLinkAboutO-1994-1964
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ORDINANCE NO. 94- 1964
AN ORDINANCE APPROVING AND AUTHORIZING AN AGREEMENT BETWEEN THE
CITY OF LA PORTE AND BAYPORT AVIATION, INC.; TRI STAR AVIATION,
INC.; DAN H. MAAROUF, DAVID H. MAAROUF, AND DAVID L. DURBIN; AND
CITIZENS BANK , TRUST COMPANY OF BAYTOWN, TEXAS, FOR THE ASSIGNMENT
OF THE CITY OF LA PORTE LEASE WITH BAYPORT AVIATION, INC., OF
PROPERTY AT THE CITY OF LA PORTE MUNICIPAL AIRPORT, TO TRI STAR
AVIATION, INC., AND DAN H. MAAROUF, DAVID H. MAAROUF, AND DAVID L.
DURBIN; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE
SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; PROVIDING
AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
section 1. The City Council hereby approves and authorizes
the contract, agreement, or other undertaking described in the
title of this ordinance, in substantially the form as shown in the
document which is attached hereto and incorporated herein by this
reference. The City Manager is hereby authorized to execute such
document and all related documents on behalf of the City of La
Porte. The City Secretary is hereby authorized to attest to all
such signatures and to affix the seal of the City to all such
documents.
section 2.
The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City council was
posted at a place convenient to the public at the City Hall of the
ci ty for the time required by law preceding this meeting, as
required by the Open Meetings Law, Article 6252-17, Texas Revised
civil Statutes Annotated; and that this meeting has been open to
the public as required by law at all times during which this
ordinance and the subj ect matter thereof has been discussed,
considered and formally acted upon. The City Council further
ratifies, approves and confirms such written notice and the
contents and posting thereof.
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ORDINANCE NO. 94-1964
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section 3. This Ordinance shall be effective from and after its
passage and approval, and it is so ordered.
PASSED AND APPROVED, this 24th day of January, 1994.
CITY OF LA PORTE
BY:~~~~
orman L. Ma 0 e, ----
Mayor
ATTEST:
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Sue Lenes,
City Secretary
APPROVED:
~cJ
Knox W. Askins,
City Attorney
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ASKINS & ARMSTRONG, P. C.
ATTORNEYS AT LAW
702 W. FAIRMONT PARKWAY
P.O. BOX 1218
LA PORTE. TEXAS 77572-1218
KNOX W. ASKINS
.JOHN O. ARMSTRONG
TELEPHONE 713 471-1886
TELECOPIER 713 471-2047
January 26, 1994
Mr. George Sheffield, President
Bayport Aviation, In .
410 Fairmont Parkwa , suite G
La Porte, Texas 7 571
Mr. Dan H. Maaro
5354 Apple Bloss m
Friendswood, Te as 77546
Mr. David L.
3402 Hollsbro k ct.
Sugar Land, exas 77478
Mr. Warren
Attorney a
512 East
Houston,
Mr. Conr
Citizen
P.o. Bo
Bay tow ,
d Magourik, President
Bank & Trust Co.
150
Texas 77522
seph M. Van Nest
Banks, May, Cron & Cavin
9 Gr nway Plaza, suite 2014
Hous on, Texas 77046-0967
Gentlemen:
Each of you will find enclosed fully signed copy of agreement
between the City of La Porte; Bayport Aviation, Inc.; Tri star
Aviation, Inc.; and Dan H. Maarouf, David H. Maarouf, and David L.
Durbin; and Citizens Bank and Trust Company of Bay town , Texas.
Also attached to the letter is certified copy of City of La Porte
ordinance approved January 24, 1994, approving this agreement on
behalf of the City of La Porte.
Very truly yours,
@ASkins
City Attorney
City of La Porte
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A~NS & ARMSTRONG. P. C.
., ATTORNEYS AT LAW
Mr. George Sheffield, Et Al
January 26, 1994
Page 2
KWA:sw
Enclosures
cc: Mr. Robert T. Herrera, City Manager
Mr. John Joerns, Assistant City Manager
Mr. steve Gillett, Airport Manager
Mr. Jeff Litchfield, Director of Finance
<Ms. Sue: Lenes, city Secretary
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STATE OF TEXAS {
{
COUNTY OF HARRIS {
AGREEMENT
This Agreement made and entered into by and between the City
of La Porte, a municipal corporation of Harris County, Texas,
hereinafter called "ci ty"; Bayport Aviation, Inc., a Texas business
corporation, hereinafter called "Bayport"; Tri Star Aviation, Inc.,
a Texas business corporation, and Dan H. Maarouf, David H. Maarouf,
and David L. Durbin, hereinafter collectively called "Lessee"; and
citizens Bank & Trust Company of Bay town, Texas, hereinafter called
"Bank" .
I.
City has heretofore entered into that certain Agreement of
Lease for Fixed Base Operation at the City of La Porte Municipal
Airport, as Lessor, with Bayport Aviation, Inc., as Lessee, which
Agreement of Lease is dated January 1, 1985, hereinafter called
"Lease", reference to which is here made for all purposes.
Bayport Aviation, Inc. has heretofore entered into an
Assignment of "Lease" for financing purposes with citizens Bank &
Trust Company of Bay town , Texas, dated the 23rd day of September,
1988, hereinafter called the "Bank Assignment", reference to which
is here made for all purposes.
Bayport Aviation, Inc. has entered into agreement dated the
day of , 1993, with Tri Star Aviation, Inc. for
sale of certain assets of Bayport to Tri Star, and the assignment
of Bayport's Lease to Tri Star at City's Municipal Airport, which
assignment of lease is subject to approval of City.
For and in consideration of the mutual covenants and
agreements herein contained, the parties have entered into this
Agreement, and do hereby mutually undertake, promise and agree,
each for itself and its successors and assigns, as follows:
II.
Pursuant to the terms and provisions of a separate agreement
between Bayport and Tri Star, Bayport has assigned to Tri Star, its
Agreement and Lease for Fixed Base Operations at the City of La
Porte Municipal Airport, effective February 1, 1994. City agrees
to approve said assignment under the terms as provided by Article
X of the Lease upon the terms, conditions, and provisions of this
Agreement. All provisions of the Lease shall be fully binding upon
Lessee.
Revised: January 24, 1994
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III.
THE PROPERTY IS HEREBY LEASED "AS IS", "WHERE IS" AND WITH ALL
FAULTS AND CITY MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER
WHETHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE
PROPERTY, THE AVAILABILITY OF UTILITIES, ACCESS OF THE PROPERTY TO
PUBLIC ROADS, APPLIANCES OR THE CONDITION, ADEQUACY OR SUITABILITY
OF THE PROPERTY FOR PURPOSES. LESSEE AGREES THAT LESSEE IS NOT
RELYING ON ANY WARRANTY OR REPRESENTATIONS OF CITY OR ANY AGENT,
EMPLOYEE, REPRESENTATIVE, DIRECTOR OR OFFICER OF CITY, AND THAT
LESSEE IS LEASING THE PROPERTY liAS IS", "WHERE IS" SUBJECT TO ALL
FAULTS AND WITHOUT ANY EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND,
INCLUDING BUT NOT LIMITED TO, MATERIALS, WORKMANSHIP, GOOD AND
WORKMANLIKE CONSTRUCTION, DESIGN, CONDITION, HABITABILITY,
TENANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY
OR THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OF
OR CONTAMINATION BY HAZARDOUS MATERIALS AND CITY HEREBY DISCLAIMS
ANY SUCH WARRANTY. LESSEE HAS DETERMINED ON LESSEE'S BEHALF (I)
THE PHYSICAL CONDITION OF THE PROPERTY AND THAT THERE IS NO DEFECT
OR CONDITION WHICH IS UNACCEPTABLE TO LESSEE, (II) WHETHER ANY
PORTION OF THE PROPERTY LIES IN ANY FLOOD PLAIN, FLOOD WAY OR
SPECIAL FLOOD HAZARD AREA, (III) WHETHER ANY GEOLOGICAL FAULT OR
UNSATISFACTORY SOIL CONDITION EXISTS ON ANY PORTION OF THE
PROPERTY, AND (IV) THAT ALL ENVIRONMENTAL CONDITIONS RELATING TO
THE PROPERTY ARE ACCEPTABLE TO LESSEE.
IV.
Lessee acknowledges its understanding of applicable state and
federal regulations concerning the abandonment and removal of
UST's, and Lessee hereby agrees, obligates and binds itself to
City, to accept full responsibility for the remediation of all
environmental matters on the leased premises, including but not
limited to the five (5) UST's on the leased premises, and
surrounding area, and to promptly correct and remediate any
violations of state or federal environmental regulations concerning
the leased premises, including but not limited to the five (5)
UST's, and any hazardous material, on the leased premises.
Lessee agrees to save and hold harmless City from any loss,
claim, or liability, arising out of Lessee's failure to remediate
any environmental matters on the leased premises in accordance with
state and federal regulations.
V.
Bayport fully and finally releases City from any loss, claim
or liability, under the terms and prov~sions of the Lease, and
arising out of its operations at the City'S Municipal Airport, and
Bayport agrees to save and hold harmless City from any loss, claim,
or liability therefor.
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VI.
Bank agrees to dismiss the City, with prejudice, as a party
from that certain litigation styled No. 93-49245, Citizens Bank &
Trust Company of Bay town vs. Bayport Aviation, Inc. and the City
of La Porte - In the 215th Judicial District Court of Harris
County, Texas, with no court cost to be adjudged against City.
VII.
The cash sum of $17,478.62 shall be paid by Bayport to City,
in certified funds, upon the execution hereof, which represents all
sums due by Bayport to City through January 31, 1994, under the
terms and provisions of said Lease.
VIII.
Lessee shall pay to city, for and as a surcharge of additional
rental under the terms and provisions of said Lease Agreement, the
sum of $31,930.50, to be paid by Lessee to City in 59 monthly
installments of $650.00 each, the first of such monthly
installments to be due and payable on or before March 1, 1994, and
continuing for 59 consecutive calendar months, with the 60th and
final monthly installment of $466.30, to be due and payable on
February 1, 1999, each of such installments including 8% simple
interest on the unpaid balance of principal. Said payments shall
be considered a rental-surcharge on the Lease Agreement, and
default on the surcharge payment will constitute a default of the
Lease. Default in payment of any surcharge payment shall, at the
option of city, accelerate the maturity of the total balance of
surcharge payments then due.
IX.
Bayport's personal property taxes due and owing to the City
of La Porte for calendar years 1991 through 1993, shall be paid by
Bayport at closing.
X.
Bank joins in the execution hereof to evidence its consent and
approval to the terms and provisions of this Agreement. Lessee,
Bank, and City have previoulsy executed a separate "Assignment of
Lease", a true and correct copy of which is attached hereto as
Exhibit "A", incorporated by reference herein, and made a part
hereof for all purposes.
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WITNESS OUR HANDS, effective the 1st day of January, 1994.
CITY OF LA PORTE
By: 6<M~ T. ~
Robert T. Herrera
City Manager
BAYPORT AVIATION, INC.
By: ~~~
~George Sheffield
President
LESSEE
By:
TRI~AVIATION, INC.
( J~J~~~
Name: 0 IQ,../' /./. flMJ1..,&u,;-'
Title: i:Jr.. .....J.._I-.
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{] .Y. JJ.-~ "/
Dan H. Maarouf
/#~
-D~H. Maar f
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David L. Durbin
\~~ COMPANY
W I(.)..(~ fl- IP-'trr
By:
()J La President
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CITIZENS.B"ANK
TEL:7134288141
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Jan 25'94
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10:44 No.013 P.02
ASSIGNMENt' OF LIENS
THE STATE OF TEXAS X
X
COUNl'Y OF HARRIS X
WHEREAS, on the 3rd day of February, 1987, BAYFOM' AVIATION, I~., a
Texas business corporation, did execute and deliver its certain pranissory
note described as follows, to--witr
One pranissory note dated February 3, 1987, for the original principal
aJIDI.U1t of $350,000.00, bearing interest at the variable rate of 2% per
annum above the pr.i.rne rate as described in said note, due and payable to" "
the order of Bayshore National Bank of La Porte, in IIDnthly installments of
$4,821.25 eaoh, includinq principal and accrued interest, the first suoh
installment of $4,821.25 being due and payable on March 5, 1987, and said
pranissory note finally maturing on February 5, 1997;
and which said note is secured by a Security Agreement of even date with
said pranissory note, whereby BAYPORl' AVIATION, I~., hereinafter in this
description ~f co~lateral called "Debtor", granted to BAYSHORE NATIONAL
BANK OF LA PORTE, hereinafter in this description of collateral called
"Secured Party II , a security interest in and to the following property,
to-wi t:
ACOOUNrS: All accounts now awned or existing as well as any and all
that may hereafter arise or be acquired by Debtor, and all the proceeds and
products thereof, including without limitation, all notes, drafts, accep-
t.ances, instruments and chattel paper arising therefran, and all returned
or repossessed qcxx1s arising fran or relating to any such accounts, or
other proceeds of any sale or other disposition of inventory;
INVEN'lORY: All of Debtor' s inventory, including all goods, merchan-
dise, raw materials, goods in process, finished goods and other tangible
personal property now owned or hereafter acquired and held for sale or
lease or furnished or to be funrlahed under contracts for sexvice or used
or consurred in Debtor's business and all additions and accessions thereto"
and contracts with respect thereto and all documents of title evidencing or
representing any part thereof, and all products and proceeds thereof,
including, without limitation, all of such which is now or hereafter
located at the following locations: 10615 West Main Street, La Porte,
Texas 77571, Harris County, Texas, or wherever else located;
FIXTURES: All of Debtor's fikt.ures and appurtenances thereto, and
such other goods, chattels, fixtures, equipnent and personal property
affixed or in any manner attached. to the real estate and/or building(s) or
structura(s), iooludinq all additions and accessions thereto and replaoe-
nents thereof and articles in substitution therefor, howsoever attached or
affixed, located at the followinq locations: See attached Exhibit "Aft for
legal description. The record owner of the real estate is City of La
Porte;
WUIPMENT: All equi.prent of every nature and description whatsoever
now owned or hereafter acquired by Debtor including all appurtenances and
additions thereto and substit.utions therefor, wheresoever located., in-
cluding all tools, parts and accessories used in connection therewith:
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CITIZENS BANK
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TEL:7134288141
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Jan 25'94
10:45 No.013 P.03
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ASSICDmNT OF LEASEHOlD IMP1UJFMEN.l'S AND ASSIGNMENT OF AIRPORl' LEASE
FIU-1 CITY OF LA PORI'EJ
and further, notice of such security interests being evidenced as follQis:
Financing Statement filed in the office of the Texas Secre'tary of
State on July 28, 1986, under Texas Secretary of State File No.
86-224329, showing InterF1rst Bank Pasadena as Secured Party; assign-
pent to Bayshore National Bank filed on February 12, 1987, under File
No. 624435,
Financing Statement No. 87-040708 filed in the office of the Texas
Secretary of State on Febru~ 12, 1987;
Financing Statement No. 87-0408893 filed in the office of the Texas
Secretary of State on February 12, 1987 I
Financing Stateuent recorded under Harris Coonty Clerk I s File No.
K982891 on February 23, 1987;
Financing Stateaent filed February 23, 1987, in the office of the
COW1ty Clerk of Harris county, Texas under Clerk I s File No. K982890,
being an assignment of Financing Stat:elrent originally filed by Inter-
b'1rst Bank Pasadena, Texas under Harris County Clerk I s File No. '
K693163,
WHEREAS, BAYPORl' AVIATION, INC. has requested that CITIZENS BANK AND
TRUST <n1PANY OF BAY'l'OWN, TEXAS purchase its note hereinabove described
fran BAYSHORE NATIONAL BANK OF LA PORrE, and said CITIZENS BANK AND TRUST
CG1PANY OF ~, TEXAS is willing to purchase the same provided that all
liens and security interests held by BAYSHORE NATIONAL BANK OF IA PORl'E to
secure said note are transferred to it, and BAYSHQRE NATIONAL BANK OF 1A
P()ln'E is willing to accCltllDdate BAYPORT AVIATION, IOC. by transferring said
note and all' liens securing payment of same provided it is paid the balance
of said note, together with interest accrued thereon,
NCM, THEREFORE, I<NCM ALL MEN BY THESE PMSPNl'S, that W\YSfJORE NATIONAL
BANK OF IA PORI'E, the payee and owner and holder of that certain pranissory
note of BAYPORT AVIATIOO, ~. hereinabove described, for and in
consideration of the sum of $353,494.46 to it in hand paid by CITIZENS BANK
AND TRUST WtPANY OF BAY'laiN, TEXAS, the receipt of which is hereby
acknOW'ledqed, has sold, transferred and conveyed, and does hereby sell,
transfer and convey unto said CITIZENS B1OO( .AND TRUST C(lotPANY OF BAY'lUWN,
TEXAS the hereinabove described pranissory note of BAYPORT AVlATION, I~.
and the liens securing payment of sane.
'ID HAVE AND TO HOlD the same unto CITIZENS BANI< AND TRUST CXJtU?NN OF
BAY'JXMN, TEXAS, its successors and assigns, forever ·
CITIZENS'BANK
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TEL:7134288141
Jan 25'94
10:45 No.013 P.04
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It is expressly understood. that this assigrment is without recourse on
BAYSHORE NATIOOAL BANK OF LA PORTE.
The CITY OF IA PORrE, aoting herein by its duly authorized representa-
tives, joins in the execution of this ASSIGtMENT OF LIENS for the limited
purpose of evidencing its consent to the transfer of the security interest
of BAYSHORE NATIONAL BANK OF LA PORl'E in and to the AGRm1FJff AND LEASE roR
FIXED IW)E OPERATION CITY OF LA PORTE MUNICIPAL AIRroRT dated January 1,
1985, by and between the CITY OF LA PORTE, as Lessor, and BAYPORT AVIATlaJ,
INC., as Lessee, to CITIZ&lS BANI< AND TRusr CCMPANY OF BA~, TEXAS, and
1 ts consent and agreement that CITIZENS BANK AND TRUST CCMPANY OF M'Y'ICMN,
TEXAS be substituted to all the rights and authority granted to BA.YSHORE
NATIONAL BANK OF LA PORTE by ASSIGNMmr OF LEASE dated February 3, 1987,
and filed for record in Harris County, Texas under Clerk's File No.
L012383.
F.XE01l'ED, this the z,~ day of ~ t".,I."1_ , 1998.
BAYSHORE NATIONAL BANK OF lA PORTE
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CITY OF LA PORTE
ATTEST, . ~
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C1ty SecretaIy
BY~
T."~
City Manager
THE 8I'ATE OF TEXAS X
X
COUNl'Y OF HARRIS X
~ instrmlent was acknowledged before me on the .;23 day of
, ~ , 1988, by JNES M. OOBERSCN, Senior Vice President of
BAY ORE NATIONAL BANK OF IA PORl'E, on behalf of said Bank.
~ X~~~
tCrARY PUBLIC, STATE OF TEXAS
~4~ L~"'tc;
Print or typed n8lre of notary
My canni.ssion expires 1;2 - I ~ - 9 0
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CITIZENS BANK
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TEL:7134288141
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Jan "94
10:46 No.013 P.OS
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'l'HE STATE OF TEXAS X
X
CDUN'l'Y OF HARlUS X
c:.-. ~s i1J8trulrent was acknow~edF before me on the ;1.3 day of
~b~J\~ ' 1988, by ~~~.J -'-, r\clItR(Uu1, City Manager of
CITY F Ll\ , on behalf of 98J.d CI'1'\! : Ll\ PORl'E. L .
~y bLIC, ST~~~
~~ (:. Lt Nt;. S
Printed or tYPed name of notary
My carmi.ssion e>Cpires I Q.. - / t .- ?/J
9bj/17CBl'2