HomeMy WebLinkAboutO-2002-2591
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ORDINANCE NO. 2002 -, ;ts 4','
AN ORDINANCE APPROVING AND AUTHORIZING THAT CERTAIN LEASE AND
RENTAL ASSIGNMENT AND SECURITY AGREEMENT, BY AND AMONG TRI-STAR
AVIATION, INC., 1ST CHOICE BANK, SOUTH HOUSTON, TEXAS, AND THE CITY
OF LA PORTE, HAICING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE
SUBJECT, FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW, AND
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 Acting 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 City for the time required by law preceding this
meeting, as required by the Open Meetings Law, Chapter 551, Texas
Government Code; and that this meeting has been open to the public
as required by law at all times during which this ordinance and the
subject 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.
Section 3. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
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PASSED AND APPROVED, this 28th day of October, 2002.
CITY OF LA PORTE
By:
b~d
/N r an L. M 10 e
Mayor
ATTEST:
~~a,{i;d
Mart a A. Gille t
City Secretary
APPROVED~ ~ ~
~kins
City Attorney
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LEASE AND RENTAL ASSIGNMENT
AND SECURITY AGREEMENT
STATE OF TEXAS *
* KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS *
That the TRI-STAR AVIATION, INC" A TEXAS BUSINESS CORPORATION
of Harris County, Texas, herein called "Assignor" (whether one or more), for a valuable
consideration paid by 1 st Choice Bank, South Houston, 3100 South Shaver, South
Houston, Harris County, Texas, 77587, hereinafter called "Assignee", the receipt and
sufficiency of which is hereby acknowledged, and for the purpose of further securing
Assignee in the payment of that certain indebtedness evidenced by that one certain
promissory note in the original principal sum of $123,224.90 dated October ~, 2002,
, executed by TRI-STAR AVIATION, INC. and payable to the order of 1st Choice Bank,
South Houston, Texas, covering improvements located on property located in the City of
La Porte, Harris County, Texas, described in the First Amendment to Agreement and
Lease for Fixed Base Operations attached and marked as Exhibit "Lease", does hereby
assign and transfer unto Assignee and grant to Assignee a security interest in all leases
and rental contracts which have been and may hereafter be executed covering all or any
part of said property, together with all rentals and income accruing therefrom, and
particularly the following described lease or leases which constitute all the leases
covering said property that are now in full force and effect, to wit:
The Lease Agreement Marked as Exhibit "Lease" and attached hereto.
Assignor warrants, represents and agrees that:
1. Said Lease is valid and in full force and effect according to its terms; that
no change, modification or amendment thereof has been made; that no prior assignment
thereof has been made and that no assignment of any of the rental and income from the
above described lease has been made; and that no financing statement covering said lease
or leases or the property described is on file in any public office.
2. Assignor shall not, without the prior written consent of Assignee, make or
agree to change, modification or amendment in or termination of the lease covering the
said property, shall not exercise any option if any be in said lease to take action to forfeit
the same.
3. Assignor shall (a) perform all of the obligations and duties of Lessee under
the lease covered hereby; (b) promptly inform Assignee in writing of notice received
from the Lessor with respect to any obligation under the lease or of any default or
claimed default by any party to the lease; and (c) keep accurate books, records and
accounts with respect to the lease and make them available to the Assignee at its request
for examination and inspection.
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This Assignment of Lease is especially made SUBJECT to Article X of said
Lease Agreement. The City of La Porte by its consent to this Assignment of Lease for
financing purposes by Assignor, expressly reserves all its rights as Lessor, contained in
said Lease Agreement, and particularly Article X thereof, including, but not limited to,
the right of the City of La Porte to give prior written approval to any substitute lessee.
As often and whenever a default occurs in the payment of the above described
Promissory Note, or in the performance of any covenant contained in the Loan
Agreement between Assignor and Assignee and as long as any such default continues,
Assignee is hereby authorized to take possession of the premises covered by such Lease,
and may exercise by prior written consent of Lessor, all other rights of the Lessee under
the terms of such Lease Agreement. Assignee shall have the right at any time that such
default exists, to make and enter into agreements with Lessee's tenants, increasing or
reducing rentals or otherwise changing the terms of such sub-lease contracts, and under
such circumstances may enter into new sub-leases and rental contracts in the name of
Assignor or otherwise, on such terms and containing any covenants and agreements as
Assignee may deem advisable.
Assignor further agrees to inform Assignee promptly in writing of notice received
from the City of La Porte with respect to any obligation or default under said Iease(s).
Assignor also agrees to perform all obligations binding on Lessee under its said Iease(s)
with the City of La Porte.
The City of La Porte, acting herein by its duly authorized representatives, joins in
the execution hereof for the limited purpose of evidencing its consent to this Assignment
of Lease for finance purposes by Assignor to Assignee. Such consent by the City of La
Porte shall not be construed as a waiver of the performance of TRI-STAR AVIATION,
INC., as Lessee under said Lease Agreement. The City of La Porte agrees, that in the
event of default by Assignor herein in its obligations under said lease agreement with the
City of La Porte, that Assignee shall have the right, with the prior express written consent
of the City of La Porte, to assign the lease agreement between the City of La Porte and
Assignor, to a qualified aircraft fixed base operator. In the event of such assignment, all
provisions of the Lease Agreement between the City of La Porte and Assignor, applicable
to the Lessee thereunder, shall be equally binding upon any party to which the activities,
uses, privileges and obligations authorized in said Lease Agreement, are assigned, by
Assignee hereunder. The City of La Porte will not be unnecessarily arbitrary in granting
said permission, but the City of La Porte shall be the sole judge as to the reliability,
capability, character, and desirability of the parties involved. The consent of the City of
La Porte evidenced hereby shall not be construed as a subordination or waiver and
relinquishment by the City of La Porte of its right of levy for rents and all liens, claims
and demands of every kind which it may have against all building and contents on the
lease premises, under the constitution and laws of the State of Texas, and under the terms
and provisions of its Amended Lease Agreement with TRI-STAR AVIATION, INC.,
successor in interest to Bayport Aviation, Inc., whose original lease with the City of La
Porte was dated January 1, 1985, and was amended effective April 1, 2002.
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Assignee shall have the additional right and authority in the event of default as
aforesaid, but shall not be obligated to:
1. Make and enter into agreement with Lessor and other users of the
premises, including the specific right to assign the rights of Assignee herein to another.
2. Sue for the balance due on the Note hereby secured, for possession of the
premises, and all appropriate rights and remedies in connection therewith.
Assignor specifically agrees that the Note hereby secured may be from time to
time, renewed, extended, modified or rearranged, and this assignment shall not in any
manner be effected by such action.
This assignment shall be binding upon and shall' inure to the benefit of the legal
representatives, heir, successors, and assigns, respectively, of the Assignor and Assignee;
and shall terminate and become null and void upon full and final payment of the Note
secured by this assignment and referred to herein.
EXECUTED this ~ d... day October, 2002.
TRI-ST AR AVIATION, INC.
BY:c:::::?
Dan H. Maarhouf, Pr
ATTEST:
r::2~-/
Secretary
1 ST CHOICE BANK, SOUTH HOUSTON,
TEXAS
By:
...
CITY OF LA PORTE
By:
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ATTEST:
~~hl
City Se retary
THE STATE OF TEXAS
COUNTY OF HARRIS
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BEFORE ME, the undersigned authority on this day personally appeared DAN H.
MAARHOUF, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same in the capacity stated and
for the purposes and considerations therein expressed.
tIl., GWEN UNDER MY HAND AND SEAL OF OFFICE, this the 3r.d.., day of
ttlm.o.vv , 2002.
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KATHIE O'QUINN
Notary Public. State of Texas
MV Commission Expires
March 08, 2005
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Notary Public, in and or the State of Texas
THE STATE OF TEXAS
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COUNTY OF HARRIS
BEFORE ME, the undersigned authority on this day personally appeared GERRY
E. MONZINGO, President, 1 st Choice Bank, known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same in the capacity therein stated, and for the purposes and considerations therein
expressed.
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Il . L_ 9JYEN UNDER MY HAND AND SEAL OF OFFICE, this the ~ I- day of
~ ,2002.
ci~ ~J
Notary Public, in and or the State of Texas
:{ATH'E O'QUlNN
Nc~1'I Cublit. State of Tens
Mv Commission Expires
March 08, 2005
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THE STATE OF TEXAS
COUNTY OF HARRIS
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BEFORE ME, the undersigned authority on this day personally appeared JOHN
JOERNS, Acting City Manager of the City of La Porte, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in the capacity therein stated, and for the purposes and considerations
therein expressed.
. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ~ay of
~-tr,ber ' 2002.
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MEUSA LANCLOS
Notary Public, SIaI8 at Texas
My DJrnmissiln &pires
JAH 10. 2llO5
AFTER RECORDING RETURN TO:
1 ST CHOICE BANK
GERRY E. MONZINGO, PRESIDENT
3100 SOUTH SHAVER
SOUTH HOUSTON, TEXAS 77587
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FIRST AMBHDDNT TO
AGREEMENT AND LEASE
FOR FIXED BASE OPERATIONS
AT CITY OF LA PORTE MUNICIPAL AIRPORT
THIS FIRST AMENDMENT TO AGREEMENT AND LEASE, which was made
and entered into effective as of the 1st day of January, 1985, by
and between the City of La Porte, a municipal corporation organized
and existing under the laws of the State of Texas, hereinafter
referred to as "Lessor", and Bayport Aviation, Inc., predecessor
corporation to Tri-Star Aviation, Inc., a Texas business
corporation, acting herein by and through its duly 'authorized
officers, hereinafter referred to as "Lessee."
WIT N E SSE T H:
WHEREAS, the parties have heretofore entered into an Agreement
and Lease for Fixed Base, Operation at the City of La Porte
Municipal Airport, dated January 1, 1985; and
WHEREAS, the parties hereto desire to enter into a First
Amendment to said Agreement and Lease, effective April l, 2002, for
the use of additional premises and facilities at the Airport all as
more fully hereinafter set forth; and
WHEREAS, the parties agree that the Lease Agreement between
the parties dated January 1, 1985, shall remain in full force and
effect, except, and to the extent, amended hereby.
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements herein contained, the Lessor and the
Lessee do hereby mutually undertake, promise and agree, each for
itself and its successors and assigns, as follows:
ARTICLE I - TERM OF AGREEMENT
The term of this First Amendment to Agreement and Lease shall
be for the period commencing April 1, 2002, and terminating on
March 3,l, 2022, unless sooner terminated as hereinafter provided.
ARTICLE II - LEASED PREMISES AND FACILITIES
Article II, subparagraph 1, is amended by adding the
following, to-wit:
"The Lessor, in consideration of the compensation and sundry
covenants and agreements set forth herein to be kept and
performed by the Lessee, does hereby, and by these presents,
demise and lease unto the Lessee, upon the conditions
hereinafter set forth, all of which the Lessee accepts, the
exclusive use and occupancy of the Leased Premises, to-wit:
" LEASE"
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SECTION III.
The term of this contact is for three (3) years and expires on September 30, 2005. No less than
ninety (90) days prior to the expiration of the initial 3-year term of this agreement, the City and
Chamber may renegotiate the cap level as established in Section II.
SECTION IV.
In the event written notice is not given by either party, to this agreement, to the other party ninety
(90) days prior to the termination date as noted herein, this agreement shall be extended on the
same terms and conditions for an additional two (2) years.
SECTION V.
The City shall, on or before the 45th day following the end of each quarter, pay twenty-five
percent (25%) of any amount of the monies collected for that quarter, to the Chamber until the
not to exceed figure of $40,000 is reached. The quarters will end on the 31 st day of March, the
30th day of June, the 30th day of September and the 31 st day of December of each year.
SECTION VI.
The Chamber agrees that it will record expenditures involved in this program on a monthly basis
in separate accounts. The books of account will be maintained in a form approved by the City of
La Porte. The Chamber agrees to forward a quarterly report to the City on expenditures
involving the use of City funds. Chamber further agrees that the report will be forwarded on or
before the 30th day following the end of the quarter.
SECTION VII.
The Chamber agrees, yearly, to prepare an annual budget on the use of hotel/motel funds
received from the City of La Porte and to submit it to the La Porte City Council for approval.
The budget submitted to City Council will coincide with the City's fiscal year. For the first year
of this agreement, the Chamber agrees to submit the budget to Council by December 1, 2002.
For all future years, Chamber agrees to submit the budget on or before August loth of each year.
SECTION VIII.
The delegation to the Chamber of any activities funded by this agreement requires the Chamber,
before making an expenditure, to provide written information to the municipality that indicates
which scheduled activities, programs, events, or administrative costs are directly enhancing and
promoting tourism and the C9nvention ~d hotel industry.
TIiis required list shall be p~ovided to the City Manager's office for review and filing with the
office of the City Secretary,
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SECTION IX.
Thirty (30) days after September 30, the end of every fiscal year, the Chamber will furnish to
City a performance report of its work under this contract, which shall reflect overall activity,
meetings, conventions and conferences conducted, identity, and amount of advertising
conducted, copies of literature produced as well as a description of direct mailings in the last
year, and the expenditures during the year of the funds received pursuant to this contract.
SECTION X.
The City reserves the right to audit, utilizing its staff or outside assistance, the annual financial
activity of the Chamber that relates to the use of hotel/motel funds.
SECTION XI.
It is understood and agreed that Chamber shall not in any sense be considered a partner or joint
venturer with City, nor shall Chamber be considered nor in any manner hold itself out as an
agent or official representative of City. Chamber shall be considered an independent contractor
for the purposes of this agreement and shall in no manner incur any expenses or liability on
behalf of City.
SECTION XII.
Chamber does further agree to hold City harmless from any and all claims by third parties for
any injuries, damage or liability occasioned by Chamber in connection with this agreement.
SECTION XIII.
It is understood and agreed that this contract shall be terminated upon occurrence of any of the
following events:
a. The giving of written notice by either party to the party at least ninety (90) days prior to
the date of termination;
b. The termination of the corporate existence of Chamber;
c. The insolvency of Chamber, the filing of a petition in bankruptcy, either by or against
Chamber, or an assignment by Chamber for the benefit of creditors;
d. The breach by Chamber of any of the terms and conditions of this agreement and the
continuation of such breach for a period of ten (10) days after written notice is given by
City to Chamber of such breach;
SECTION XIV.
In the event of the termination of this agreement as provided in Section XII hereof, Chamber
shall submit to City a statement showing any expenses incurred by it for the present year in
which said termination takes place and City agrees to reimburse Chamber, to the extent that said
monies are collected from the Hotel Occupancy Tax during that year, an amount equal to the
lesser of the expenses incurred by the Chamber during that year or the amount of tax collected
for that year obligated by thisagreemCfllt. City also realizes that Chamber may have committed
themselves to pay expenses for conventions or activities that will occur after the termination of
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this agreement, and City agrees to reimburse the Chamber for such expenses up to the
cumulative sum of $1,000.00 from the Hotel Occupancy Tax.
SECTION XV.
This contract is not assignable.
SECTION XVI.
Any notice required to be given under the terms and provisions of this agreement shall be
effective if and when given in writing and deposited in the United States Mail, certified or
registered mail, return receipt requested, on the date so deposited and addressed to the respective
parties a;S follows:
City Manager
City of La Porte
604 West Fairmont Parkway
La Porte, Texas 77571
Executive Vice-President
La Porte - Bayshore Chamber of Commerce
P.O. Box 996
La Porte, Texas 77572-0996
SECTION XVI.
All the terms, condition and stipulations of this contract are subject to all applicable
federal laws, and Charter of the City of La Porte, all ordinances passed pursuant thereto
and all judicial determinations relative thereto.
WITNESS OUR HANDS, effective the 1 sl day of October, 2002.
City of La Porte
By:
Norman Malone, Mayor
A TIEST:
City Secretary
APPROVED:
City Attorney
LA PORTE - BA YSHORE
CHAMBER OF COMMERCE
By:
President
A TIEST:
Secretary