20-1083ORDINANCE NO.20- 1083
AN ORDINANCE OF THE CITY OF DENTON APPROVING A CONSENT TO SUBLEASE
BETWEEN NEBRIG & ASSOCLATES, INC. AND US TRINITY AVIATION, LCC, FOR
LEASE OF A FUEL FACILITY AND EQUIPMENT AT THE DENTON ENTERPRISE
AIRPORT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Nebrig & Associates (“Nebrig”) leased property from the City of Denton, a
Texas home-rule municipal corporation (the “City”) at the Denton Enterprise Airport, as
evidenced by that certain Airport Land Lease Agreement executed September 18, 1996 (the
“Lease”); and
WHEREAS, Nebrig has agreed to sublease a portion of its leasehold, which includes its
fuel facility and equipment to US Trinity Aviation, LLC (“US Trinity”) as evidenced by that
certain Lease Agreement, between Nebrig and US Trinity, attached hereto as Exhibit A to
Exhibit 1; and
WHEREAS, Nebrig’s Lease requires written consent of the City for the Sublease to be
effective and both parties have requested the City for such consent; and
WHEREAS, the City Council deems it in the public interest to give consent to the
sublease agreement contemplated above; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance
are incorporated herein by reference.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute a
Consent to Sublease in the form attached hereto as Exhibit 1 and made a part of this Ordinance
for all purposes.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
e c o n d e:[]Ey man: P W==== : d i n 1arI c e w IIasII r][pqe liKe wItH/ :
the followingI}\e [4 -a] I/
Aye
Z
/
Z
Nay Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely Briggs, District 2:
Jesse Davis. District 3 :+Z-a
-+Z
Z
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
aA dayof
C
PASSED AND APPROVED this the
ATTEST:
ROSA RIOS, CITY SECRETARY
bz'7 _J:’2g;7
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
DocuSign Envelope ID: 8C27F93B-17FC4265-AF4A-C58FFAI FD644
Exhibit 1
CONSENT TO SUBLEASE
This Consent to Sublease is made between the City of Denton, a Texas home rule municipal
corporation (“City” or “Landlord”), Nebrig & Associates, Inc., a Texas corporation (’'Lessee") and
US Trinity Aviation, LLC, a Texas limited liability company (’'Sublessee").
WHEREAS, the City is the sole owner and landlord of a pad site at Denton Enterprise
Airport located at 4801 John Carrell Drive, Denton Enterprise Airport (the “Property”); and
WHEREAS, the Property is subject to a ground lease, described as the Airport Lease
Agreement dated effective September 18, 1996 as amended, by and between the City, as Lessor,
and Nebrig & Associates, Inc, as Lessee (the “Lease”); and
WHEREAS, Lessee now wishes to sublease a portion of the leasehold, including the fuel
facility and equipment, to the Sublessee through the Lease Agreement attached hereto as Exhibit
“A:” and
WHEREAS, Section XI of the Lease provides that it may not be rented or subleased, except
for the storage of individual aircraft, without the written consent of City, at City’s sole discretion,
and Lessee has requested the City’s consent; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City hereby consents to Lessee’s sublease of fuel farm and equipment to
Sublessee, through the Lease Agreement (the “Sublease Agreement”) attached as Exhibit “A,”
under the following terms and conditions:
1. Sublessee certifies that it has reviewed the Lease and accepts the provisions applicable
to the subleased area.
2. Lessee shall give the City copies of any written notice which Lessee gives to Sublessee
of any default by Sublessee under the sublease at the same time it gives notice to the
Sublessee. Any such notice shall be delivered as follows:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
with copies to:
Airport Manager
Denton Enterprise Airport
5000 Airport Road
Denton, Texas 76207
City Attorney
Page 1
DocuSign Envelope ID: 8C27F93B-17FC-4265-AF4A-C58FFAI FD644
City of Denton
215 E. McKinney
Denton, Texas 76201
3. In the event of any inconsistency between the terms and conditions of the Lease and
the terms and conditions of this Consent, then the Lease shall govern and control.
4. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or
unenforceable, the same shall not affect any other provisions contained herein; the
remaining provisions to remain in full force and effect.
5. The City hereby represents and warrants that this Consent is made with proper authority
under Ordinance.
6. This Consent to Sublease shall be governed by and construed in accordance with the
laws of the State of Texas. Exclusive venue for any action related to this Consent shall
be solely in a court of competent jurisdiction in Denton County, Texas.
7. This Consent to Sublease will bind and inure to the benefit of the parties, their heirs,
executors, administrators, successors in interest, and assigns.
IN WITNESS HEREOF, the parties have executed this Consent to Sublease as of the Date
written below.
[Signatures on following page\
Page 2
DocuSign Envelope ID: 8C27F93B-17FC-4265-AF4A-C58FFAI FD6zH
LESSEE:
Nebrig & Associates, Inc, a Texas
corporatronrD,,„SIg.,d by,
Mik &briA
By: I ._.._... .., „,:
Name: Mike Iqasiii
Title: President
LESSEE:
US Trinity Aviation, a Texas
limited liability company
By:
Name:
Title: President
CITY OF DENTON
Landlord
L&b- -
-Todd Hileman
City Manager
ATTEST:
ROSA RIOS, CITY SECRETARY
46
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
DocuSigned by:
By:Scar 61 Ha‘
m„........m140F7a3A_
Director – Airport, Capital Planning, Facilities
5/14/2020Date Signed: ' ‘
APPROVED AS TO LEGAL FORM:
:iT:L.ATTORN
Page 3
EXHIBIT A
LEASE A(,REEMENT
Thi, LEASE AGREEMENT (“Lease”) is made ,ff„ti,, h,a Q-E 2020 by a„d
between the NEBRIG & ASSOCIATES, INC., a Texas corporation (hereinafter referred to as
"Landlord") and US TRINITY AVIATION, LLC, a Texas limited liability company (hereinafter
referred to as "Tenant").
WITNESSETH:
WHEREAS, Landlord now owns, controls, and operates a fuel facility and equipment at the
Denton Enterprise Airport (hereinafter referred to as ’'Airport'’), located in Denton County, State of
Texas;
WHEREAS, Tenant desires to become a Fixed Base Operation (FBO) at the Airport. In order
for Tenant to become an FBO at the Airport, Tenant must have control over a fueling facility and
equipment prior to such application. Landlord has agreed to lease its facilities and equipment to Tenant
while Tenant acquires the necessary permits and facilities to become an FBO;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, Landlord and
Tenant agree as follows:
1. _ TERM. The term of this Agreement shall be for a period of one (1) year, commencing
on'-DrU # 2020 and ending on qq@ , a+ 2021 unless earlier terminated unde;alg
provisions of this Agreement (“Term”). Landlord grants Tenant one (1), six (6) month option
(“Option”) to extend the Lease Term on the same terms, conditions and covenants set forth in this
Lease. The Option must be exercised by Tenant only by written notice delivered to Landlord, at least
thirty (30) days before the expiration of the Lease Term. If Tenant fails to deliver to Landlord a written
notice of the exercise of the Option within the prescribed time period, such Option will lapse, and there
will be no further right to extend the Term. Notwithstanding the foregoing, Tenant may terminate this
Lease at any time by providing Landlord with at least thirty (30) days written notice.
2. PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord the fueling
facility and equipment described and located on Exhibit " A'1 attached hereto and made a part hereof
(“Premises”). The Premises includes without limitation (2) 12,000 gallon fuel tanks (1 for Jet A fuel
and 1 for Av Gas fuel), fuel pumps, and related equipment. Tenant shall have full access, together
with its employees and invitees, to and from the Premises, and to and from all public spaces and
facilities on the Airport including the use of landing areas, runways, taxiways, and aircraft parking
areas
3 . RENT. Tenant agrees to pay to Landlord rent for the Premises in the amount of Two
Thousand and No/100 Dollars ($2,000.00) per month on the 15th day of each month. All rent shall be
paid by a mailing it to Landlord’s address set forth herein. Rent for any partial months shall be
prorated. If Tenant fails to pay rent by the 20th day of the month, Landlord may charge a 5% late fee
on the unpaid amount. Tenant also agrees to pay Landlord a management fee in the amount of One
Hundred and No/100 Dollars ($ 100.00) per month. This fee shall be paid with Tenant’s monthly rent
payment.
4. FUEL. Landlord’s customers will continue to use the existing self-service pumps.
Landlord’s customers shall not experience any interruption in service while Tenant obtains FBO status .
Tenant, at Tenant’s expense, will be responsible for ordering and filling the fuel tanks with Jet A and
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AvGas. Tenant will invoice Landlord for Landlord’s customers for fuel as metered at fuel pumps
priced similarly to past and current pricing structure. Such invoice shall be due upon receipt. Tenant
shall keep true and accurate records, which shall show the total gallonage of aviation fuels used.
Landlord shall be responsible for managing the fuel tank accounting program during the Lease.
Landlord shall provide Tenant with any information needed from the accounting program upon request
by Tenant.
5. DELIVERY OF PREMISES. Tenant will provide an inspection report from a fuel
equipment vendor prior to the commencement date. Landlord represents and warrants to Tenant that
(i) the Premises is currently suitable for a fuel farm; and (ii) it currently has a ground lease for the
Premises with the City of Denton, a municipal corporation (“Ground Lease”). Landlord shall be
responsible for maintaining the Ground Lease during the term of this Lease, and shall promptly notify
Tenant of any default under the Ground Lease. Landlord shall be responsible for the rent and other
costs under the Ground Lease. Tenant shall obtain written approval of this Lease from the airport
manager prior to the commencement date.
6. USE OF PREMISES. Tenant shall use and occupy the Premises throughout the Term
for its fuel farm use and for no other purpose whatsoever. Tenant shall comply with all laws,
ordinances, rules and regulations pertaining to the use and occupation of the Premises. Tenant shall
be responsible for management of the fuel farm on the Premises.
7. UTILITIES. Tenant agrees to pay, during the Term hereof, all utilities charges in
connection with its occupancy or use of the Premises.
8. REPAIR AND MAINTENANCE. Landlord shall be responsible for all repair,
maintenance and upkeep on the Premises at its sole cost and expense as long as damage is not caused
by Tenant willful misconduct or gross negligence.
9. ALTERATION AND IMPROVEMENTS OF PREMISES. Tenant shall not alter,
repair, change or make any improvements to the Premises without the prior written consent of the
Landlord.
10. INSURANCE. Landlord shall at all times carry and maintain property insurance,
covering the Premises including equipment located thereon. Tenant shall at all times carry and maintain
commercial general liability insurance against claims for bodily injury, personal injury, death or
property damage occurring on, in or about the Premises, or as a result of Tenant’s use of the equipment
located within the Premises in an amount per occurrence of not less than $1,000,000.00 combined
single limit or any bodily injury, personal injury, death or property damage.
11. TAXES AND ASSESSMENTS. During the term of this Lease, Landlord shall pay
when due, to the proper governmental authorities, all real property taxes and special assessments levied
or assessed against the Premises.
12. INDEMNIFICATION. TENANT SHALL INDEMNIFY, PROTECT, DEFEND
AND HOLD LANDLORD HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
LIABILITIES, LOSSES, DAMAGES, JUDGMENTS AND SUITS ARISING FROM TENANT'S
USE, OCCUPANCY OR ENJOYMENT OF THE PREMISES, (BUT NOT IF CAUSED BY THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, IT’S AGENTS OR
EMPLOYEES.
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13. ENVIRONMENTAL LAWS. Landlord represents and warrants to Tenant that the
Premises is in compliance with all environmental and other laws related to health and safety and so as
to allow Tenant to operate in the Premises for its intended use hereunder without impairment,
interruption, interference, liability or additional cost or expense with respect to any Hazardous
Substance. "Hazardous Substances" for purposes of this Lease shall be interpreted broadly to include,
but not be limited to, any material or substance that is defined or classified under federal, state, or local
laws as: (a) a "hazardous substance" pursuant to section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. (S)1321(14), section 311 of the Federal Water
Pollution Control Act, 33 U.S.C. (S)1321, as now or hereafter amended; (b) a "hazardous waste"
pursuant to section 1004 or section 3001 of the Resource Conservation and Recovery Act, 42 U.S.C.
(S)6903, 692 1, as now or hereafter amended; (c) a toxic pollutant under section 307(a)( 1 ) of the Federal
Water Pollution Control Act, 33 U.S.C. (S)1317(a)(1); (d) a "hazardous air pollutant" under section
112 of the Clean Air Act, 42 U.S.C. (S)7412, as now or hereafter amended; (e) a "hazardous material"
under the Hazardous Materials Transportation Uniform Safety Act of 1990, 49 U.S.C. App.
(S)1802(4), as now or hereafter amended; (f) toxic or hazardous pursuant to regulations promulgated
now or hereafter under the aforementioned laws; or (g) presenting a risk to human health or the
environment under other applicable federal, state or local laws, ordinances, or regulations, as now or
as may be passed or promulgated in the future (all of the foregoing laws, ordinances, regulations and
other governmental strictures and guidelines pertaining to the environment, health and safety being
herein sometimes referred to as the "Environmental Requirements"). "Hazardous Substances"
specifically include, but are not limited to, asbestos, polychlorinated biphenyls ("PCBs"), radioactive
substances, petroleum and petroleum-based derivatives, hydrocarbons and urea formaldehyde.
Tenant shall comply with all Environmental Requirements; provided, however, that nothing
herein shall prevent Hazardous Substances to be brought onto the Premises in the ordinary course of
Tenant’s business, as long as such presence is in compliance with the Environmental Requirements .
14. CONDITION UPON TERMINATION. Upon the expiration or termination of this
Lease, Tenant shall surrender the Premises to Landlord in the same condition as received, except for
normal wear and tear. Tenant shall provide an inspection report to Landlord upon termination of this
Lease. Tenant shall also deliver the fuel tanks with the same amount of fuel as when the Premises
were delivered to Tenant.
15. DESTRUCTION OF PREMISES. In the event of a complete or partial destruction
of the Premises during the term of this Lease from any cause, Landlord shall forthwith repair the same,
provided such repair can be made within sixty (60) days , and in such event rent will be abated until
the damage is repaired, unless such damage was caused by the negligence or willful misconduct of
Tenant. If such repairs cannot be made within sixty (60) days, both Landlord and Tenant shall have
the right to terminate this Lease.
16. DEFAULT BY TENANT. Tenant shall be in default under this Lease if Tenant fails
to perform any of its obligations hereunder and said failure continues for a period of ten (10) days after
receipt of written notice thereof from Landlord to Tenant. Landlord's sole remedy for Tenant’s default
is to terminate this Lease by providing written notice to Tenant.
17. DEFAULT BY LANDLORD. Landlord shall be in default under this Lease if
Landlord fails to perform any of its obligations hereunder and said failure continues for a period of ten
( 10) days after receipt of written notice thereof from Tenant to Landlord. If Landlord shall be in default
LEASE AGREEMENT PAGE 3 OF 6
under this Lease, Tenants sole remedy shall be to terminate this lease.
18. QUIET ENJOYMENT. Landlord warrants that so long as Tenant fully and punctually
performs the terms and conditions imposed on Tenant that Landlord shall not interfere with Tenant's
quiet enjoyment of the Premises.
19. NOTICE. All notices and other communications required or permitted hereunder shall
be in writing and shall be deemed delivered, whether received or not, on the earlier of: (1) actual
receipt, if delivered in person, by electronic mail (with no return error), or by messenger with receipt
of delivery; (2) receipt of an electronic facsimile ("Fax'’) transmission with confirmation of delivery
to the Fax telephone numbers specified below, if any; (3) the date that is one (1) business day after
deposited with a nationally recognized overnight courier service, charges prepaid, and properly
addressed; or (4) the date that is 3 business days after deposited with the United States Postal Service,
registered or certified mail, postage prepaid, return receipt requested, addressed to the intended
recipient, at the address set forth on the signature page of this Lease or at such other address as a party
hereto may specify by notice in compliance with the requirements of this Section.
20. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublease
all or any part of the Premises, by operation of law or otherwise, without the prior written consent of
Landlord.
21. ATTORNEYSt FEES. In the event of any legal or equitable action arising out of this
Lease, the prevailing party shall be entitled to recover all fees, costs and expenses, together with
reasonable attorneys’ fees incurred in connection with such action.
22. GOVERNING LAW. This Lease shall be governed by the laws of the State of Texas.
Exclusive venue is in the county in which the Premises is located.
23. ENTIRE AGREEMENT. This Lease, together with the attachments, is the entire
agreement of the parties regarding the sublease of the Premises, and there are no oral representations,
warranties, agreements, or promises pertaining to this sublease not incorporated in writing in this
Lease. This Lease will not be interpreted against the party drafting this Lease.
24. MULTIPLE COUNTERPARTS. To facilitate execution, this Lease may be executed
in as many counterparts as may be convenient or required.
25. AMENDMENT OF LEASE. This Lease may be amended only by an instrument in
writing signed by Landlord and Tenant.
26. INDEPENDENT COUNSEL AND DOCUMENT PREPARATION
DISCLOSURE. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THEY HAVE
RETAINED OR HAVE BEEN AFFORDED THE OPPORTUNITY TO RETAIN INDEPENDENT
COUNSEL IN NEGOTIAT[NG, ENTER[NG INTO AND EXECUTING THIS AGREEMENT. THIS
LEASE HAS BEEN PREPARED SOLELY FROM INFORMATION AND INSTRUCTIONS
PROVIDED. NO TITLE OPINION OR OTHER EVIDENCE HAS BEEN FURNISHED IN
CONNECTION WITH ITS PREPARATION.
LEASE AGREEMENT PAGE 4 OF 6
IN WITNESS WHEREOF, the parties have executed this Lease as of the date set forth in the
first paragraph of Page 1 of this Lease.
LESSOR:
NEBRIG & ASSOCIATES, INC.,
a Texas co
By:
Printed Name: Michael Nebrig
Title: President
Address: 4801 John CarreII RoJQ
Denton, Texas 76207
Phone: 940-484-7555
Email: Mike@Nebrig.com
LESSEE :
US TRINITY AVIATION, LLC,
a
By
Pri
company
Haltom
Title: President
Address: 200 Highland Circle
Argyle, Texas 76226
Email: jim@ustrinity.com
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EXHIBIT “A“
PREMISES
HE
R I
LEASE AGREEMENT PAGE 6 OF 6