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2013-258 %(+$1$%$1$-"$%.1, 2013258 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$2#§º«(´¯º¯§²¹ FirstAmendmenttoLeaseAgreementandLeaseAssignmentof PadSiteKOrdinanceNo.201332111/19/13JR Airport Lease Agreement Amendment for 4849 Spartan Drive ORDINANCE Non _ 2013 -258 AN ORDINANCE APPROVING A THIRD AMENDMENT TO A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND ALAN RITCHEY, INC. FOR ASSIGNMENT TO NEBRIG PROPERTIES, L.P.; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 15, 1998, the City of Denton, Texas (hereinafter the "City ") entered into that certain Airport Lease Agreement (hereinafter the "Agreement ") with Alan Ritchey, Inc. to lease property located at 4849 Spartan Drive, Denton, Texas as approved by Ordinance 98 -133 as subsequently amended; and WHEREAS, on September 3, 2013, the City received a request from Alan Ritchey, Inc. to consider a Lease Assignment of Pad Site At Denton Airport to Nebrig Properties, L.P.; 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 Nebrig Properties, L.P.; and WHEREAS, at a meeting on September 10, 2013 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 Alan Ritchey, Inc. to assign the Agreement to Nebrig Properties, L.P. 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. CN PASSED AND APPROVED this the day of 2013. -4z M. R,K 131 0 C 1OHS , �...._.. MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 THIRD AMENDMENT TO THE AIRPORT LEASE AGREEMENT WITH ALAN RITCHEY, INC. FOR 4849 SPARTAN DRIVE, DENTON, TEXAS STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS:. COUNTY OF DENTON This Third Amendment is made and executed to be effective as of the 17th day of September, 2013 to that certain Airport Lease Agreement between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor" and Alan Ritchey, Inc., hereinafter referred to as "Lessee" which was executed to be effective as of the 12th day of May 1998, 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 Nebrig Properties, L.P. 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. Alan Ritchey, Inc. as original Lessee herby assigns all of Lessee's rights and responsibilities associated with the Base Lease to Nebrig Properties, L.P. as Lessee of record. S CJION 2. Nebrig Properties, L.P. assumes Lessee's rights and responsibilities associated with the Base Lease to be operated as a part of their business located at Denton Enterprise Airport. SECTION 3. Section III. "Term ", Section V. A. "Rights And Obligations Of lessee ", Section VIII. "Ownership Of Improvements ", Section XI. "Assignment Of Lease" and Section XV.D. "Miscellaneous Provisions" are hereby amended as follows: III... TERM The term of this Agreement which was originally for a period of thirty (30) years commencing on the 15th day of May, 1998 and providing for two (2) lease term extensions of ten (10) years each under certain terms and conditions, is amended effective September 17, 2013 to be for a term of thirty -three (33) years continuing through the 17th day of September 2046 in conformance with the maximum lease period of the Nebrig & Associates, Incorporated lease dated September 18, 1996 as approved by City of Denton Ordinance 96 -216 as subsequently amended. Page 1 of 6 1 I'� V. RIGHTS AND OBLIGATIONS OF LESSEE A. USE OF LEASED PREMISES. Lessee is granted the non - exclusive privilege to engage in or provide the following: 1. Hangar Leases and Rental. The rental or lease of hangars and hangar space and related facilities upon the leased premises. 2. Office Space Lease or Rental. The rental or lease of office space in or adjoining lessee's hangars. 3. Aircraft Storage and Tie Down. To provide parking, storage and tie -down service for both Lessee's and itinerant aircraft upon or within the leased premises. 4. Air Transport. The ability to provide common services related to the air transportation/cargo industry. 5. Aircraft Sales. 6. Aircraft Maintenance. To perform aircraft and/or helicopter maintenance, provided such maintenance meets all applicable FAA regulations. 7. Flight Training, To perform aircraft and/or helicopter training, provided such training meets all applicable FAA regulations. 8. Fueling. So long as the premises described in this Agreement, Section lI "Leased Premises ", remains in the ownership of Nebrig Property, L.P., this leasehold shall enjoy the fueling rights included in the Nebrig Property L.P. lease dated October 5, 1999 established by Ordinance 99 -372 and amended by Ordinance 2000 -290 dated September 5, 2000. 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: Page 2 of 6 1. Upon the termination 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 improvements (including without limitation, the Lease Improvements), and all 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 if the improvements do not meet the established fire code. Lessee must bring the improvements up to the fire code or 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 (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 all times during and after the expiration or earlier termination 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 VIII.C., 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. Page 3 of 6 0 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. XV. MISCELLANEOUS PROVISIONS D. NOTICE. Any notice given by one party to the other in connection with this Lease Agreement shall 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 FAX 940 - 349 -7289 2. If to Lessee, addressed to: Nebrig Properties, L.P. Mike Nebrig, President 4801 John Carrell Road Denton, Texas 76207 FAX 940 -566 -1602 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 Amendment of the Base Lease. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the effective date first above written. Page 4 of 6 ��/ IV CITY OF DENTON, TEXAS, LESSOR ��a�� .w� � ,,�,� �,.,� ��, � �, � ,. � BY; ��',�� %m� . ��.�i�4.�� . � ��C �I�I.aa�.,� � `C"��"�" MANA ..�...m..� � GER ATTEST: JENNIFER WALTERS, CITY SECRETARY ��... � � ,, � �� BY ��, ��:'�� . �.— �� ' �,�:�� "' ,.��„�� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: �� ....�.. �G �� ,�'�� , �� , ��" „�- ,� ,� ALAN RITCHEY,INC : �� NEBRIG PROPERTIES, L.P. : N�� Drewcy Inc. ' General ��r� ��r Page 5 of 6 l�"�➢ l"!'�'l s�:� THE STATE OF TEXAS COUNTY OF DENTON ACKNOWLEDGMENTS N 2 This instrument was acknowledged before me on die, i"A/day of kY 2013, by L —/I/ ( . ...... . .. ..... . . ..... --,- George C. Campbell, City Manager of the City of Denton, ',I"exas, on belial f Zak] inutiicip-ality. THE STATE OF TEXAS .......... NO"I"ARY PUBLIC, STATE OF TEXAS COUNTY OF DENTON § This instrument was acknowledged before me on the A day ol�'; *uy . _1y1_, 2013, by Terrell T. Philen, Jr., President/CEO of Alan Ritchey, Inc., on behalf of said company. Texas TEXAS THE STATE OF TEXAS § COUNTY OF DENTON This instrument was acknowledged before me on the 1m 9—L day 2013 by Mike Nebrig, President for Nebrig Properties, L.P., on behalf of said con,,, �111 P T I P JOAN M. DAVIS My Commission Expires 31 T 113 OF TEXAS May 16, 2014 1 Ry P JBIJ "S Page 6 of 6