2012-235ORDINANCE NO. 2� 12-235
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE ON BEHALF OF THE CITY OF DENTON A FIFTH AMENDMENT TO AN
AIRPORT LEASE AGREEMENT APPROVED BY ORDINANCE 2009-018 DATED
JANUARY 6, 2009 AND AMENDED BY ORDINANCE 2009-323 DATED DECEMBER 15,
2009 �ll�]D AMENDED BY ORDINANCE 2010-193 DATED AUGUST 17, 2010 AND
AMENDED BY ORDINANCE 2012-056 DATED MARCH 6, 2012 AND AMENDED BY
ORDINANCE 2012-057 DATED MARCH 6, 2012 BETWEEN THE CITY OF DENTON,
TEXAS AND SYKES-VAUGHN 1NVESTMENTS, LLC; WHICH INCLUDES AMONG
OTHER PROVISIONS THE RIGHT TO SELL AVIATION FUEL TO THE PUBLIC FOR A
FUEL FLOWAGE FEE AND TO PROVIDE COMMERCIAL HANGAR AND TIE-DOWN
SERVICE AT THE DENTON MUNICIPAL AIRPORT FOR REAL PROPERTY LOCATED
AT 4600 TAXILANE "H"; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute a Fifth
Amendment to a Fixed Base Operator Lease agreement between the City of Denton and Sylces-
Vaughan Investments LLC for the right to sell aviation fuel and provide hangar and tie-down
space at the Denton Municipal Airport, in substantially the form of the Fifth Amendment to the
Fixed Base Operator Lease Agreement which is attached to and made a part of this ordinance for
all purposes and to exercise all rights and duties of the City of Denton under the Fixed Base
Operator Lease Agreement.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � darxof �'�/� , 2012.
MARK A. BURROUGHS,IMAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
X
BY:
FI�TH AMENDMENT TO THE
ATRPORT LEASE AGREEMENT
WITH SYKES-VAUGHAN INV�STM�NTS
STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON
This Fifth Amendment is made executed to be effective as of the 18th day of
September, 2012 to that certain Airport Lease Agreement between the City of Dentan, Texas, a
municipal corporation, hereinafter referred to as "Lessor" and SYKES-VAUGHAN
INVESTMENTS LLC, hereinafter referred to as "Lessee" which �vas executed to be effective as
of the First day of March 2009, hereinafter referred to as "Base Lease",
WITN�SSETH:
WHEREAS, the Lessor and Lessee wish to arnend the Base Lease to add approximately
41,400 square feet to the Base Lease as Parcel J and to malce certain other changes to the Base
Lease; .
NOW, THEREFORE, for and an conszderation of the promises and the m.utuaJ. covenants
contained in thzs Agreement, the parties agree to a�tnend the Base Lease as follows;
SECTION 1. Section II. A., B., and C., "Leased Premises", Section IV. A"Payments,
Rentals and Fees," and Section VIII. A, and C. "Leasehold Improvements" are hereby amended
so as to add the following thereio: �
II. LEASED PREMISES
Lessor, for and in consideration ofthe covenants and agreements hexein contained; to'be
kept by Lessee, and subject to the conditions contained hexein, does hereby demise and lease
unto Lessee, and Lessee does hereby lease from Lessor, for the lease fiernn described in Article
III, the following described land situated in the City of Denton, Denton County, Texas as shown
on Attaclmient A hereto:
A. LAND. The same ,95 acre (41,400 squaxe feet) tract or parcel of lan.d leased to
Lessee under the Existing Lease identified as Parcel J, together with inaprovements thezeon, which
property is more particularly described in. Attachment "B", attached he�eto and incorpox•ated herein
by reference together with the right of ulgress and egress to the Leased 1'remises; and, the right in
common with others so authoxized of passage upon the Airport pxoperty generally; subject to
reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees,
passengers, patrons and invitees. For purposes of this Agreennent, the terzxi "Leased Premises"
sha11 include leasehold improvernents constructed by the Lessee, but not ii�cluding certain
easements or property owned and/or controlled by the Lessor
A legal description of Parcel J is attached to this Lease Agreement as a part of Attachnnent
��B��
�age 1' of'6""
B. IMPROVEMENTS PROVIDED BY LESSOR: The improvements provided by
Lessor, except as set forth in Article II.E. "Access to Utilities" below, shall be as follows: Lessor
shall construct 41,400 square feet of concrete ramp with paved access to Taxiway "H.
The term "Lessor improvements" sha11 mean those things on or adjacent to the Leased Premises
belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise noted herein, all
Lessor improvements are and will remain the property of Lessor. All Lessor improvements must be
described in detail above, or above referenced and attached to this Agreement in an exhibit
approved by Lessor.
C. IMPROVEMENTS PROVIDED BY LESSEE.
7. Construction of Parcel J Improvements. Lessee shall provide all surface painting,
marking and signage necessary to accommodate Lessee's use of ramp to be constructed by
Lessor.
IV. PAYMENTS, RENTALS AND FEES
A. LAND RENTAL. Land rental shall be due and payable to Lessor in twelve (12) equal
monthly installments in the sums set forth below, on or before the 1 st day of each and
every month during the term of this Lease Agreement following completion of the Lessor
improvements as described in Section II, B of this Agreement. Lessee has the option to
pay annual rentals and fees in whole on or before the 1 st day of October, at the beginning
of the City's fiscal year, each and every year of this Lease Agreement.
4. Parcel J. Base annual rent shall be a sum of $18,720 annually for the land area and
improvements as described in Section II, B. of this Agreement (the "Original Rent")
commencing on the first day of the month following completion of the Lessor
improvements as described in Section II, B of this Agreement. Monthly rental shall
be 1/12th of the annual rent. However, beginning September 1, 2014 the Original Rent
will be adjusted in accordance with Section N.C. of this Agreement. In addition to
the Base Annual rent for Parcel J, Lessee shall pay Lessor a percentage of all hangar
and tie-down fees collected by Lessee from persons renting facilities on Parcel J. Such
fees shall be equal to:
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.
Page2of6
c. 12% of all hangar and tie-down �ees through the end af the Lease Term.
All such fees shall be paid monthly to Lessor on or before the 15t" 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 stored or parked and
the tail number, or side number, of the aircraft.
VIII. LEASEHOLD IlVIPROVEMENTS
A. REOUIREMENTS:, �efore commencing the constru.ction of any additional improvements on
the Leased Premises including the Parcel J Improvements (the " Additional Lease Improvements"),
Lessee shall submit:
l. Documentation, specifications, or design work, to be approved by the Lessor, which
sha11 establish that tlie improvements ta be built or constructed upon the Leased
Premises are in conformance with the overall size, shape, color, quality and design, in
appearance and struciure of the program esta.blished by Lessor on the Airport.
2. All plans and specifications showing the location upon the Leased Premises of the
proposed construction and improvements;
3. The estimated cost of such construction.
No construction may commence until Lessor has approved the plans and specifications and
the location of the Lease Improvements, and the estimated costs of such construction. Approval by
the Lessor sha1l not be unreasonably withheld. Documentary evidence of the actual cost of
construction on public areas only (such as taxiways, aprons or parking lots) sha11 be delivered by
Lessee to Lessor's City Manager from time to time as such costs are paid by Lessee, and Lessar's
City Manager or designee is hereby authorized to endorse upon a copy of this Lease Agreement
filed with the City Secret�.ry of Lessor such actual amounts as he sha11 have %und to have been paid
by Lessee, and the findings of the City Manager when endorsed by him upon said contract shall be
conclusive upon a11 parties for a11 purposes af this Lease Agreement.
No later than 30 days after completion of the Additional Lease Improvements, Lessee sha11
submit to Lessor detailed as built plans of the Additional Lease Improvements an.d documentary
evidence acceptable to Lessor evidencing the total cost to construct the Lease Improvements ("Cost
to Construct Lease improvernents").
C. OWNERSHIl' OF IMPROVEMENTS: The Lessor Improvements are the property of the
Lessor. Lessee shall provide a legal description and survey no later than 30 days from the
effective date of this agreement identified as Attachment "B" identifying Parcel J. Additional
Lease Impro�vements, when completed by Lessee, (the "Lease Improvements") shall be
subject to the following conditions, terms and provisions:
Page 3 of 6
1. Removal, of Buildin�s. No building or permanent fi�cture may be removed from the
Leased Premises.
2. Assumntion. The Lease Improvements shall automatically become the property of
Lessor absolutely free, without any cost to Lessor, at the end of the Lease Term, or
any extension thereoi
3. Failure to Complete Parcel J Improvements. The Improvements shall unmediate�y
become the property of Lessor at no cost, expense, or compensation to Lessee should
Lessee fail to complete the Lessee's Improvements within the Consiruc�ion Period as
provided in Section II.C. of this Lease Agreement.
4. Cancellation or Termination. Should this Lease Agreement be cancelled or terminated
before the end of the Lease Term, or extension thereof, Lessor shall have the right to
purchase all of the Lessee Improvements. In the event of a cancellation or
ternunation, other than due to a default by Lessee that has not been cured as provided
below, the purchase price shall be equal to the most recent value of the Lease
Irnprovements as deterrruned by the Denton County Central Appraisal District ("Va1ue
of the Lease Itnprovements"} reduced by 1/30 for each year of the Lease Tertn that has
expired as of the date of termination (the "Purchase Price"). With regard to Additional
Lease Improvements, should the Denton County Central Appraisal District r�ot
determine a separate value for the Lease Improvements, or should such separate
valuation be older than two years, then the Purchase Price will be determined taking
the Cost to Construct the Lease Improvements reduced by 1/30 for each year the Lease
Term has expired as of the date of ternunation. If the temiination or cancellation is due
to a default by Lessee that has not been cured within 30 days after written notice of
default to Lessee, then the Purchase Price as deternzin.ed above shall be reduced by
50%. However, if Lessee provides written notice to Lessor withul said 30 day cure
period that it is impossible to cure such default witlun said time period, then the Lessor
may consent to an extension of such time to cure, which consent will not be
unreasonably withheld. This clause shall not apply to the Fuel Farm.
SEGTION 2. 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
sha11 fully apply to the additional property and improvements and expanded Leased Premises
resulting from this Third Amendment of the Base Lease.
Page 4 of 6
IN WITNESS WI-�REOF, the parties have executed this Lease Agreement as of the
effective da.te first above written.
CITY OF DENTON, TEXAS, LESSOR
BY: -�
GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
1
BY:
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: �
SYKES-VAUGHAN INVESTMENTS LLC,
a Texas limited liability company
I�����! �.
BY:
MIKE SYKE , CEO
ACKNOWLEDGMENTS
THE STATE OF TEXAS
COUNTY OF DENTON §
This instrument was acknowledged before me on th����ay 2012, by
George C. Campbell, City Manager of the City of Denton, Texas, on behalf of said municipality.
,,,,,,,,,,,
4i`O��,RYPp�4n/ JENNIFER K. WALTERS
_• = Notary Public, State of Texas
;.;f,,., �t�c My Commission Expires
'��``0°``�� December l9, 2plq
�„���„��
�
_. �J► .. ;� . I � . �� �.
• •' ��I: • ."�� �� .
Page 5 of 6
TI� STATE OF TEXAS §
COUNTY OF DENTON §
This instrwnent was acknowledged before me on the � l day of � 2012 by
Mike Sykes, Chief Executive Officer for Sykes-Vaughan Investments LLC, a Texas limited liability
company, on behalf of said company.
����,y p��� ��
;.`oSPp, �,�`+ ANDREA J, ATKINSON
_ : Notary Public, State of Texas
:,�r :�`,� My Commission Expires
'����rF'OF�E�� March 25 2014
�rynn�d� r
I� � �jL`�
,.. .; r;. , -.
Page 6 of 6