1999-372 ORDINANCE NO a2q
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE THE SECOND
AMENDMENT TO THE AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF
DENTON AND NEBRIG & ASSOCIATES, INCORPORATED RELATING TO LEASING
PREMISES AT THE DENTON MUNICIPAL AIRPORT FOR CONSTRUCTION OF
HANGARS, A FUEL FARM AND RELATED AVIATION FACILITIES THEREON, AND
PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager ~s authorized to execute the Second Amendment to the
Airport Lease Agreement between the Clty of Denton, Texas and Nebng & Associates, Inc relating
to leasing premises of the Denton Mumc~pal ,Mrport for the construction of hangars, a fuel farm
and related aviation faeflltses thereon, under the terms and conditions contained wlttun this Second
Amendment, wluch is attached hereto and made a part hereof
SECTION 2 That tlus ordinance shall become effective ~mmedaately upon ~ts passage and
approval
d yof
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
SECOND AMENDMENT TO
NEBRIG & ASSOCIATES LEASE AGREEMENT DATED SEPTEMBER 23, 1996
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
WHEREAS, Nebng & Assocmtes (Lessee) and the Clty of Denton, Texas, (Lessor) desire
to effectuate the Second Amendment to their Commercml A~rport Lease executed on September 23,
1996 and fn~st amended on February 18, 1997, and
WHEREAS, Lessee and Lessor desire to amend the A~rport Lease to provide for the
extension of an ex~stang tax,way, construction of 36 T-hangars and 4 box hangars and the
installation of a fuel farm to serve Lessee's tenants,
NOW, THEREFORE, an consideration offue mutual pronnses and agreements contamed ~n
th~s Amendment, including the recitals set forth above, the part,es agree as follows
1 SecUon A relating to "Land" and SecUon C relating to "Pubhc Improvements Prowded by
Lessee" of Article II of the lease (as amended per Ordanance No 97-050 here~nafier referred to as
"Nebng Lease") are hereby amended to read as follows
II LEASED PREMISES
Lessor, for and m cons~deratuon of the covenants and agreements herein contmned to be kept
by Lessee, does hereby denuse and lease unto Lessee, and Lessee does hereby lease and take from
Lessor, the following described land s~tuated m Denton County, Texas, as described as follows
A Land
2 Parcel 2 A tract of land approximately 235 feet by approximately 671 feet
for a total of 157,685 square feet and a tract of land 120 feet by 120 feet,
being approximately 14,400 square feet, hawng a combined area of
apprommately 172,085 square feet or 3 95 acres described ~n Attachment
"A" as Parcel 2
3 Ra~ht of F~rst Refusal to Lease Parcels 3A and 3B Prowded that, and for so
long as Lessee stays in lawful possession of the land denoted above as
Parcel 1 and Parcel 2, Lessee shall have a right of first refusal on any lease
negotiated on the tracts of land identified and drawn on Attachment "A" as
Parcel 3A, measunng approximately 57,499 square feet, plus an area
approximately 180,912 square feet ~dent~fied as Parcel 3B, hawng a
combined area of approximately 238,410 square feet or 5 47 acres
Page 1 of 8
The Lessor shall notify Lessee, m writing, of any bonafide offer on lease
options with third parties on the identified Parcel 3 Lessee shall have
tlurty (30) days to exermse its right of first refusal on Parcel 3 Any future
lease negotmted on Parcel 3 shall be subject to whatever lease terms may
be negotiated between Lessor and Lessee, and Lessee shall have no vested
right to lease smd parcel under any particular terms of agreement, or
spemfied rental, whether contmned w~thln tbas agreement or any other
Lessee's exercise of smd right of first refusal ~s expressly conditioned
upon Lessee's continuous and s~multaneous rental of Parcel I and Parcel 2
above In no event shall this right of first refusal extend more than two (2)
years past the execution of th~s Agreement
C Public Improvements Provided By Lessee
1 The constmctaon of a public tax,way 30 feet wide by approximately 720 feet
~n length, continuing the current taxlway from Parcel 1 to Parcel 2 as drawn
and defined m Attachment "C"
See Article VIII Section C 2 b
The consideration for the construction of the identified public maprovements
is the adjustment of the $0 15 rental rate as defined ~n Article IV Section A
2 hereof
2 Section A relating to "Rent" and subsections 1 and 2 of Section E relating to "CPI" of
Article IV of the Nebng Lease are hereby amended to read as follows
IV PAYMENTS, RENTALS AND FEES
A Rent
1 Parcel 1 Lessee shall pay to the Lessor for the use and occupancy of the
Premises the sum of five cents ($0 05) per square foot per year for the first
three (3) years of the ~ratml Lease (to compensate Lessee for taxlway to be
constructed), for a total of Three Thousand Two Hundred Sixty Seven
Dollars ($3,267) per year, to be prod ~n twelve (12) equal monthly install-
ments m the sum of Two Hundred Seventy-two Dollars and Twenty-five
Cents ($272 25) per month ~n advance, with the first installment being due
on or before the first day of the month following the execution of the ~mtlal
Lease For years four (4) through thirty (30) oftlus Lease, the rental will be
fifteen cents ($0 15) per square foot per year The rental for years two (2)
through tturty (30) of unlaal Lease and for the two ten (10) year renewal
periods will be adJuSted annually based on the consumer price index criteria
in Section IV E
Page 2 of 8
2 Parcel 2
a 11/1/99 - 10/31/04 $0 05 per square foot munmmn yearly rental, no
CPI adjustments per Section IV E
b 11/1/04 - 10/31/09 $0 10 per square foot mlramum yearly rental, no
CPI adjustments per Section IV E
c 11/1/09 - 10/31/13 $0 10 per square foot minimum yearly rental,
adjusted annually per Section IV E
d 11/1/13 - 09/23/26 The current lease rate will be adjusted by a stun of
$0 05 per square foot nnrmmum yearly rental Begmmng 11/1/13 and for
the two ten (10) year renewal periods the then rental v~ll be adJusted
annually per Sectaon IV E
E Cpi
1 The yearly rental for land and improvements herein leased shall be
readJusted at the end of each year penod dunng the term oftlus Lease on the
basis of the propo~on that the then current United States Consumer Price
Index for all urban consumers (CPI-U) for the Dallas-Fort Worth
geograptucal regmn, as compiled by the U S Department of Labor, Bureau
of Labor Statastncs bears to the October. 1996, index for Parcel 1 and to the
November. 1999, index for Parcel 2 Each rental adjustment, if any, shall
occur on the 15~ day of December, beg~umng 1997, and every year
thereafter on such date for Parcel 1 Each rental adJustment, if any, shall
occur on the 1st day of October. beginning m 2009, and every year thereafter
on such date for Parcel 2
2 The adjustments in the yearly rent shall be determined by multaplylng the
mlmmum yearly rent as set forth m Section IV A by a fraction, the
numerator of wluch is the index number for the last month prior to the
adJustment, and the denominator of which is the index number for October.
1996 for Parcel 1 and November. 1999 for Parcel 2 If the product of thts
multaphcataon is greater than the nummum yearly rent as set forth in Section
IV A, Lessee shall pay tins greater amount as the yearly rent until the tame
of the next rental adJUStment as called for in flus section If the product of
this multaphcataon is less than the munmum yearly rent of as set forth in
Sectaon IV A, there shall be no adjustment in the annual rent at that tame,
and Lessee shall pay the nummum yearly rent as set forth in Section IV A,
until the tame of the next rental adjustment as called for in tbas section In no
event shall any rental adjustment called for in thas section result in an annual
rent less than the nummum yearly rent of as set forth in Sectaon IV A The
adjustment shall be Inmted so that the annual rental payment deternuned for
Page 3 of 8
any g~ven year shall not exceed the annual rental payment calculated for the
prewous year by more than ten percent (10%)
3 Subsection A3(a) relating to '~se of Leased Pmrmses" of Article V of the Nebng Lease ~s
amended to read as follows
V RIGHTS AND OBLIGATIONS OF LESSEE
3 sale of fuel, including Jet A and Ay Fuel
(a) Sale of fuel to be prowded wa the above ground fuel system to be
constructed by Lessee ~n the southeast section of Parcel 2 and shall
be for the express use of Lessee and Lessee's tenants Fuel
purchased by Lessee from a non-F~xed Base Operator shall be
assessed a fuel fee of five percent (5%) per wholesale gallon
4 Section A relating to "Requtred Improvements" and Subsection C 2 relating to "Ownership
of Improvements" of Amcle VIII of the Nebng Lease ~s amended to read as follows
VIII LEASEHOLD IMPROVEMENTS
A R re I ro As part of the consideration for the privilege here~n
granted, Lessee ~s reqmred to and hereby agrees to construct or otherwise make
~mprovements to the premises, as specified hereto, but not hm~ted to, the following
The construction of an office and hangar facthty for storage and mmntenance of
mrcraft on Parcel 1
Lessee shall prov, de Lessor w~th prelLm~nary plans for the development of the entire
prenuses together with a proposed tnnetable or schedule for smd development
2 Plans for Parcel 2 Lessee agrees that ~t shall, w~thtn one hundred e~ghty
(180) calendar days from the date of th~s Lease, subnut to Lessor for
approval detaded plans and specfficatlons for the construction of th~ny-s~x
(36) T-hangars, four (4) box hangars, a 24,000-gallon above ground fuel
system, and a public tax,way 30 feet by 720 feet drawn and ~dentffied ,n
Attachment "C" as proposed leasehold ~mprovements Smd fuel system will
prowde twenty-four (24) hour servme to tenants via automated crerht card
pumps Lessor agrees that ~t shall e~ther approve the plans and spemficat~ons
as submitted, or transmit proposed rews~ons to Lessee wltlun forty-five (45)
calendar days of receipt of the plans and specfficat~ons from Lessee In the
event that Lessor reqmres rews~ons of the original plans and spemficatlons,
Page 4 of 8
Lessee shall have forty-five (45) calendar days from the date of receipt of the
proposed revisions to resubmit the plans and spectficataons for Lessor's
approval Lessee shall commence construction wlthm forty-five (45)
calendar days of Lessee's receipt of Lessor's final approval of the plans and
specfficattons, hereinafter referred to as "Approval Date" and the
improvements shall be scheduled for completmn not later than two hundred
seventy (270) days at~er commencement of construction
3 Adthtaonal Reqmrements Before commencing the construction of any
improvements upon the Premises, Lessee shall submit
(a) Documentation, specifications, or design work, to be approved by the
Lessor, wluch shall establish that the improvements to be built or
constructed upon the Premises are in conformance w~th the overall
size, shape, color, quality and design, m appearance and structure, of
the program established by the Lessor's Master Plan for the Airport
The Master Plan shall be approved by the Lessor and copies shall be
on file at the Office of the Airport Manager and the City Secretary
(b) All lnformatton reqmred by the City of Denton Subd~vlsion and Land
Development Regtflatlons an outline of such requirements is on file
m the Planmng Department of Lessor
(c) The estimated cost of such construction
No construction may commence until Lessor has approved the plans
and specifications and the location of the improvements, the
estimated costs of such construction, and the agreed estimated life of
the bmkhng or structure Approval by the Lessor shall not be
unreasonably wathheld Should the Lessor fall to deny Lessee's plans
and specfficat~ons w~thm sixty (60) days of submission thereof to the
Lessor, such plans and specifications shall be deemed approved
C Ownershm of Imorovements
2 Assumotlon
(a) All bmldmgs and unprovements of whatever nature, except the fuel
system, remaining upon the Premises at the end of the primary term,
or any extension thereof, of thru Lease shall automatically become
the property of Lessor absolutely in fee without any cost to Lessor
(b) The fuel system remmmng upon the Premises at the end of the
primary term of this Lease shall automatmally become the property
of Lessor absolutely in fee without any cost to Lessor Said fuel
Page 5 of 8
system shall be ~n good working condition with normal wear and
tear excepted Lessee and tenants shall mmntmn the right to access
stud fuel farm at the 5% fee established per Section V A 3 (a)
5 Section A relating to "Indemmty" of Artmle XIII of the Nebng Lease is amended to read
as follows'
XIII INDEMNITY
A General Operatmns
1 Lessee agrees to mdemmfy and hold harmless Lessor and ~ts agents,
employees, and representatives from and agtunst all hablhty for any and all
claims, suits, demands, and/or actions arising from or based upon ~ntentlonal
or neghgent acts or omissions on the part of Lessee, ~ts agents,
representatives, employees, members, patrons, ws~tors, contractors and
subcontractors, ff any, and/or sublessees, winch may arise out of or result
from Lessee's occupancy or use of the premises and/or act~wt~es conducted
m connection w~th or incidental to tins Lease
2 As the admtmstrator of an awat~on fuel (hspenslng operation, Lessee shall
lndemmfy and hold harmless the Lessor, Lessor's successors, assigns,
servants, agents, employees, of and from any and all cltums, demands,
actions, causes of actaon or stats ~n eqmty of any and every kand or character,
arising out of or ~n any way related to fuel releases that occur on the
premises, turport property, C~ty of Denton Property, and/or the property
adjacent thereto If such a release occurs, Lessee shall be responsible for
mitigation and remechat~on efforts as reqmred by the Texas Natural Resource
Conservation Commission, the U S Enwronmental Protection Agency,
and/or any and all other governmental agencies
This Amendment is intended to emend the prowslons of the Nebng Lease (as amended per
Ordanance No 97-050) only to the extent expressly set forth above All of the terms, covenants,
provm~ons, and concht~ons set forth m the Nebng Lease are ratffied and confirmed except as
expressly modffied by tins Amendment Tins Agreement shall be b~ndlng upon and shall inure to
the benefit of the respective successors and assigns of Lessor and Lessee
~IN,~TNESS WHEREOF, the part'les have executed tins Amendment as of the~--~Z~ day
of((~C~,) ,1999
CITY OF DENTON, LESSOR
Page 6 of 8
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
NEBRIG & ASSOCIATES, LESSEE
STATE OF TEXAS §
COUNTY OF DENTON §
On this ~"2~.~ day of ~5'~ ~ , 1999, before me, the undersigned
Notary Public, personally appeared Mmhael W Jez, personally known to me to be the person
and officer who executed the within mstnLment as City Manager of the City of Denton, Texas on
behalf of the Municipal Corporation therein named and acknowledged to me that the corporation
executed it
WITNESS my hand and official seal
,, "~t~' ~t, } Notary Publio, 8tare of Texas
x~,;,~ ;;;~:y MAY 9, 2002
Page 7 of 8
Commission Expiration Date
STATE OF TEXAS §
COUNTY OF DENTON §
BEFORE M ,~h,e,u~der~gl~ed ~au. thonty, in and for smd County, Texas, on th~s day
personally appeared ~ ~.L ~ known to me to be the person and officer
whose name ~s subscribed to the foregoing ~trument and acknowledged to me that the same
was the act of the smd Nebng & Assoemtes. [nc, a corporatmn of the State of Texas, and that he
executed the same as the act of smd corporation for the purposes and conslderatmn there~n
expressed, and ~n the capamty thereto stated
h GIVEN ~UNDER MY HAND AND SEAL OF OFFICE, this the c~t~L~day of
,1999
State of Texas
,/5- / - o
Commission Expiration Date
Page 8 of 8
ATTACHMENT A-I
3 95 ACRES
PARCEL 2
All Ihat certain lot Iract or parcel of land situs[ed In the WILLIAM NElL Survey, Abstract Number
g70 in the City of Denlon Denton County Texas and being pert o[ Lot 1 Block 1 of Soulheasl
Airport Addition an addillon to the Cily of Denton Denton County Texas according Io the plat
Ihereof recorded In Cablnel (3 Page 295 of Ihe Plal Records of Den[on County Texas the
subject tract being more particularly described as follows
COMMENCING at Ihe Northwest Corner of said Addition at a found concrete monument
THENCE South 08 Degrees 36 Mlnules 21 Seconds West with the West line of said Addition a
distance of 915 70 feel Io a point for corner
THENCE Soulh 88 Degrees 36 Minules 10 Seconds East leaving Ihe West line of said Addition a
dlslance of 452 78 feet lo [he POINT OF BEGINNING for the Northwest corner of the Iract being
described herein al a ~ inch Iron rod found tn the South line of a Access Drainage and Utility
Easement
THENCE South 88 Degrees 36 Minutes 10 Seconds East with the South line of said Easement a
distance of 670 86 feet to a % inch capped Iron rod set for corner same being In the West line of
a 60 foot Access, Drainage and U~lliiy Easemenl
THENCE South 01 Degrees 23 Minutes 50 Seconds Wesl with the West line of said Easemenl a
dislance of 355 00 feel to a ~,~ Inch capped iron rod set
THENCE North 88 Degrees 36 Minutes 10 Seconds West leaving Ihe Wesl line of said Easement
a distance of 120 00 feet to a ',4 Inch capped Iron rod set
THENCE Norlh 01 Degrees 23 Mlnules 50 Seconds Easl a dislance of 120 00 feet to a ~ inch
capped Iron rod set
THENCE North 88 Degrees 36 Minutes 10 Seconds Wesla distance of 550 86 feel fo a % inch
capped iron rod set for the Soulhwest corner of Ihe herein described tracl from which a '~ Inch
iron rod found bears South 01 Degrees 23 Mlnules 58 Seconds Weal a distance of 34 87 feet
THENCE Norlh 01 Degrees 23 Mlnules 50 Seconds East a distance of 235 10 feet to the PLACE
OF BEGINNING and enclosing 3 95 acres of land more or less
ATTACHMENT A-II
I 32 ACRES
PARCEL 3A
All thai cerleln Ioi Iract or parcel of lend slluated in Ihs WILLIAM NElL Survey, Abslract Number
gT~0 In Ihs City of Denton Denlon Counly Texas and being peri of Lot 1 Block 1 of Soulheasl
Airport Addition an addition to the CIly of Denton Denlon Courtly Texas according Io Ihs plat
Ihereof recorded In Cabinet G Page 295 of the Plat Records of Denlon Courtly Texas tim
eubJecl Irac[ being more padlcularly described es fellows
COMMENCING el Ihs Norlbwesl Corner of said Add~llon al a found concrele monument,
THENCE South 0O Degrees 36 Minules 21 Seconds Weal wllh the West line of said Addillon a
dlslance of g15 70 feel to a petal for corner
THENCE South 88 Degrees 36 Minutes 10 Seconds Easl leaving Ihs Weal line of said Addillon a
dlslaace of 226 80 teal Io e polnl for corner in Ihs South line of e Access Drainage and UIIIIly
Easemenl
THENCE Soulh 08 Degrees 36 Minules 21 Seconds West leaving the South line of said
Eesemenl e dislance of 337 78 feet to lbs POINT OF BEGINNING for Ihs Norlhwest corner of Ihs
herein described Irael
THENCE Soulh 88 Degrees 36 Mlnules 10 Seconds Easl a dislance of 254 44 feel fo a point for
corner
THENCE Soulh 01 Degrees 23 Minutes 50 Seconds Wes[ a dlslance of 214 05 teal to a point for
corner In the North line of a 50 foot Taxlway Drainage, and Ullltly Eesemenl
TNENCE Norlb gg Degrees 36 Minutes 10 Seconds Weal wllb the Norlh line of said Eaeemenl a
distance of 281 86 feel Io a point for corner in Ihs Easl line of a Variable width Taxlway
Drainage, and Uiillly Easemenl
THENCE Norlh 08 Degrees 36 Minutes 21 Seconds Easl a distance of 215 76 feel Io Ihs PLACE
OF BEGINNING and enclosing 1 32 acres of lend more or less
4 18 ACRES
PARCEL 3B
All Ihal cerlaln lei Iracl or parcel of lend sllualed in Ihs WILLIAM NElL Survey, Abslracl Number
970 In [he City of Denlon Denlon Courtly Texas and being peri of Lo[ I Block I el Soulheasl
Airport Addition an addillon to Ihs City of Denlon Denton Courtly, Texas according Io Ihs ple~
thereof recorded In Cablnel G Page 295 of Ihs plal Records of Denlon Counly Texas Ihs
subJeol lracl being more particularly described es follows
COMMENCING at Ihs Northwesl Corner of said Add[lion at a found concrele monumenl
THENCE Soulh 08 Degrees 36 Minutes 21 Seconds West with the West line of said Addition a
dlslance of 915 70 feet to a polnl for corner
THENCE South 88 Degrees 36 Mtnutes 10 Seconds Easl leaving the West line of said Addition a
dislance of 226 80 feet to a pohll for corner in the Soulh line of a Access Drainage and UlllXy
Easement
THENCE Soulh 08 Degrees 36 Minutes 21 Seconds West leaving the Soulh tine of said
Easement a dlslance of 337 78 feel Io a petal for corner
THENCE South 88 Degrees 36 MInules 10 Seconds Easl a distance of 254 78 feet lo the POINT
OF BEGINNING same being Ihs Norlhwesl corner of the herein described Iract
THENCE Soulh 88 Degrees 36 Mlnules 10 Seconds Easl a distance of 564 44feel Io a point for
corner
THENCE Soulh 01 Degrees 23 M~nutes 50 Seconds Weal a distance of lg 89 feel to a ~ Inch
capped Iron rod ssi
THENCE North 88 Degrees 36 Mleules 10 Seconds Wes[ ~ distance of 120 00 feet to a ~ inch
capped tree rod set in tile West line of a 60 foot Access Drainage and Ulilily Easement
THENCE Norlh 01 Degrees 23 MInules 50 Seconds Easl with tile West line of said Easemenl a
dlslance of 248 65 Io the North line of a 50 foot Texlwey Drainage and UIIIIty Easemenl,
THENCE Norlb 88 Degrees 36 Minutes 10 Seconds West with Ihs North line of said 50 fool
Eaeemenl e dl~lance of 684 44 Io a polnl for corner
THENCE Norlh 01 Degrees 23 Mlnules 50 Seconds Easl leaving Ihs North line of said 50 fool
Easement a d[slance of 268 55 feet lo Ihs PLACE OF BEGINNING and enclosing 4 16 acres of
land more or less
J E THOMPSON R P t $ #4857 Dale