Loading...
2012-112Airport Lease Agreement Amendment for 4780 Spartan Drive QRDINANCE NO. 2012-112 AN ORDINANCE APPROVING A SECOND AMENDMENT TO A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND GCBSXX LLC FOR ASSIGNMENT TO SYKES-VAUGHAN INVESTMENTS, LLC OF PROPERTY LOCATED AT 4780 SPARTAN DRIVE AT DENTON AIRPORT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 1, 2005 the City of Denton, Texas (hereinafter the "City") entered into that certain Airport Lease Agreement (hereinafter the "Agreement") with GCBSXX LLC to lease property located at 4780 Spartan Drive, Denton, Texas as approved by Ordinance 2005-311; and WHEREAS, on March 14, 2012, the City received a request from GCBSXX LLC to consider a Lease Assignment of Pad Site At Denton Airport to Sylces-Vaughan Investments, LLC; and WHEREAS, certain amendments to the Airport Lease Agreement in substantially the form attached hereto and made a part hereof (hereinafter the "Amendment") are necessary to effect a transfer to the Sykes-Vaughan Investments, LLC Fixed Base Operator Lease; and WHEREAS, at a meeting on May 8, 2012 the City of Denton Council Airport Committee recommended approval of said Amendment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an Amendment of the Airport Lease Agreement between the City and GCBSXX LLC to assign the Agreement to Sylces-Vaughan Investments, LLC in substantially the form of the Amendment 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. PASSED AND APPROVED this the � day of %'/ , 2012. 7 MARK . O HS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO AS LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 SECOND AMENDMENT TO THE AIRPORT LEASE AGREEMENT WITH GCBSXX LLC FOR 4780 SPARTAN DRIVE, DENTON, TEXAS STATE OF TEXAS COUNTY OF DENTON . KNOW ALL MEN BY THESE PRESENTS: This Second Amendment is made and executed to be effective as of the 16th day of May_, 2012 to that certain Airport Lease Agreement between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor" and GCBSXX LLC, hereinafter referred to as "Lessee-Assignor" which was executed to be effective as of the 4th day of October 2005, as amended the 7th day of November 2005, hereinafter referred to as "Base Lease". WITNESSETH: WHEREAS, the Lessor and Lessee wish to amend the Base Lease to transfer ownership of the Base Lease to Sykes-Vaughan Investments LLC, hereinafter referred to as "Lessee- Assignee" and to make certain other changes to the Base Lease; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree to amend the Base Lease as follows: SECTION 1. GCBSXX LLC as original Lessee herby assigns all of Lessee-Assignor's rights and responsibilities associated with the Base Lease to Sykes-Vaughan Investrnents, LLC as Lessee of record. SECTION 2. Sykes-Vaughan Investments, LLC assumes Lessee-Assignor's rights and responsibilities associated with the Base Lease to be operated as a part of their business providing Fixed Base Operator service under the Airport Lease Agreement first approved by Ordinance 2009-018 dated January 6, 2009. SECTION 3. Section IV. D., "Other Payrnents To Lessor", Section VIII. C"Ownership Of Improvements", Section XI. "Assignment Of Lease" and Section XV. D. "Notice" are hereby amended as follows: IV. PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement, the following payments, rentals and fees: D. OTHER PAYMENTS TO LESSOR. 1. Han�ar and Tie-Down Fees. Lessee shall pay Lessor a percentage of all hangar and tie- down rentals aud fees collected by Lessee frorn persons renting facilities on the Leased Premises. Such fees shall be equal to: Page 1 of 6 a. 10% of all hangar and tie-down fees through November 30, 2009. b. 11 % of all hangar and tie-down fees through November 30, 2019. c. 12% of all hangar and tie-down fees through the end of the Lease Term. All such fees shall be paid monthly to Lessor on or before the 15�' day of each month during the Lease Term. The fees shall be accompanied by records showing the date and location on the Airport where the aircraft was hangared or parked and the tail number, or side number, of the aircraft. VIII. LEASEHOLD IMPROVEMENTS C. OWNERSHIP OF IMPROVEMENTS: Except as otherwise provided in this Lease Agreement, the Lease Improvements constructed upon the Leased premises by Lessee shall remain the property of Lessee during the Lease Term subject to the following conditions, terms and provisions: 1. Upon the ternunation of this Agreement, whether by expiration of the Term hereof or by reason of default on the part of Lessee, or for any other reason whatsoever, the improvernents (including without limitation, the Lease Improvements), and a11 parts thereof, shall merge with the title of, or be otherwise considered and deemed a part of the real property, free and clear of any claim of Lessee and all persons or entities claiming under or through Lessee (including, without limitation, any holder of a leasehold mortgage), and shall become the property of Lessor; provided, however: (i) if Lessee is not then in default hereunder, Lessee shall have the right to remove all personal property and trade fixtures owned by Lessee from the Leased Premises, but Lessee shall be required to repair any damage to the Leased Premises caused by such removal in a good and workmanlike manner and at Lessee's sole cost and expense; and (ii) Lessor may elect to require Lessee to remove all or part of the improvements (other than the Lessor Improvements) from the Leased Premises prior to the expiration or earlier termination of this Lease Agreement and restore the Leased Premises to the condition in which the same existed as of the Effective Date of this Lease, as concerns the improvements required to be removed by Lessor, which said removal shall be completed no later than the last day of this Lease Agreement, whether expired or earlier terminated, in which event Lessee shall promptly perform such removal and restoration in a good and workmanlike manner and at Lessee's sole cost and expense; and Page 2 of 6 (iii) Upon such expiration or earlier termination, Lessee shall deliver the Leased Premises to Lessor in good condition, reasonable wear and tear excepted, and shall, at Lessor's request, execute a recordable instrument evidencing the termination of this Agreement, expressly stating the termination or expiration date thereof. 2. The Lessor Improvements, if any, shall remain the property of Lessor at a11 times during and after the expiration or earlier ternunation of this Lease Agreement. 3. Nothing contained herein shall be construed to limit or prohibit Lessor and Lessee from mutually agreeing to either (i) amend or modify this Lease Agreement or, (ii) enter into a new agreement to supersede and replace this Lease Agreement, which may, among other things, effectively extend or otherwise defer the transfer of title and ownership of the Lease Improvements to Lessor as provided for in this Section VIILC., prior to the expiration of this Lease Agreement. However, nothing contained herein shall be deemed or construed to require any amendment or modification of this Lease or the entering into of a new lease agreement. Any such action shall be at the sole and absolute discretion of Lessor and Lessee. XI. ASSIGNMENT OF LEASE Lessee expressly covenants that it (i) will not assign this Lease Agreement; (ii) convey more than fifty percent (50%) of the voting interest in its business or entity as of the Effective Date of this Lease Agreement, through the sale of stock or otherwise; or (iii) transfer, license, or sublet the whole or any part of the Leased Premises for any purpose, except for rental of hangar space or tie- down space for storage of aircraft only, without the prior written consent of Lessor. Lessor agrees that it will not unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for Airport related purposes. The provisions of this Lease Agreement shall transfer solely to assignees upon approval of assignment by Lessor. If Lessor consents to the assignment of the Lease, Lessor agrees to fully release Lessee-Assignor from any and all obligations owed Lessor under the Lease. Lessor will seek satisfaction of any and all of the obligations under the Lease, including payment, from Lessee-Assignee alone. XV. MISCELLANEOUS PROVISIONS D. NOTICE. Any notice given by one party to the other in connection with this Lease Agreement sha11 be in writing and shall be sent by certified mail, return receipt requested, with postage fees prepaid or via facsimile as follows: 1. If to Lessor, addressed to: Airport Manager Denton Airport 5000 Airport Road Denton, Texas 76207 Page 3 of 6 FAX 940-349-7289 2. If to Lessee-Assignee, addressed to: US Aviation Group J. Micheal Sykes President 4850 Spartan Drive Denton, Texas 76207 FAX 940-381-5385 SECTION 4. Save and except as amended hereby, all the remaining clauses, sentences, paragraphs, sections and subsections of the Base Lease shall remain in full force and effect and shall fully apply to the additional property and improvements and expanded Leased Premises resulting from this Third Amendrnent of the Base Lease. . IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the effective date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r BY: y� . -- CITY OF DENTON, TEXAS, LESSOR BY: G GE . AMPBELL, C MANAGER Page 4 of 6 THE STATE OF TEXAS COUNTY OF DENTON GCBSXX LLC, a Texas limite,d'� : Y , Lessee-Assignor SYKES-VAUGHAN INVESTMENTS LLC, a Texas limited liability company, Lessee-Assignee � BY: MIKE SYKES, ACKNOWLEDGMENTS 0 0 This instrument was acknowledged before me on the ��ay of , 2012, by r r��r�P�� City 1V�an,�ger of tl�e City of Denton, Texas, on behalf of said unicipality. � JENTVIFER I�. INAIiER� Notary Public, State of Tex My Commission Expires December 19, 2014 THE STATE OF TEXAS COUNTY OF DENTON � 0 , � �-v� v.. Y P IC, STATE OF TEXAS �'�-- This instiument was acknowledged before me on the �� day of , 2012, by Ray Kinney, Manager of GCBSXX LLC, a Texas limited liability company, on behalf of said company. TRACIE D. KELLEY � 8 s ATE OF'PTEiXAS NOTARY PUBLIC, STATE OF T S MY Co►nm. Exp. Jul. 21, �o�s Page 5 of 6 THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the � day of .� , 2012 by Mike Sykes, CEO for Sykes-Vaughan Investments LLC, a Texas limited liability company, on behalf of said cornpany. NOTARY PUBL , STATE OF TEXAS "'"����"'' ANDREA J. ATKINSON aa�t'er r�s���' ^- Notary Public, State of Texas ° ' ' = My Commissipn Expires ,'�i�rfp��E����` March 25, 2014 �11/11111�� Page 6 of 6