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:
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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:
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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
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(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
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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
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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��
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