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23-2352FILE REFERENCE FORM X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S)Date It- Il- zr I1-12.11 Initials 96' tl 6 $7 . 650 Sq - 372 ac>bb - LIb taII -I'll EC C'c EC Cc CC 1} . ll .23 It' VI- 13 It- 12.13 DocuSign Envelope ID: 178D0657-1498-4480-892E4FOAADA3C057 ORDINANCE NO. 23-2352 AN ORDINANCE OF THE CITY OF DENTON APPROVING AN ASSIGNMENT OF AIRPORT LEASE FROM NEBRIG PROPERTIES, LP TO MARK HICKS TRANSPORT, LLC COVERING PROPERTY AT 4801 JOHN CARRELL ROAD, DENTON, TEXAS AT THE DENTON ENTERPRISE AIRPORT; AMENDING THE EXISTING AIRPORT LEASE; AUTHORIZING THE CiTY MANAGER TO EXECUTE THE ASSIGNMENT OF AIRPORT LEASE AND CONSENT AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 18, 1996, the City of Denton, a Texas home-rule municipal corporation (hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator (the “Lease”) with Nebrig & Associates, Inc. covering property located at 4801 John Carrell Road, Denton, Texas, as more fully described in the Lease (the “Property”), at the Denton Enterprise Airport (“Airport”), which Lease was approved by the City pursuant to Ordinance No. 96-216, as amended; and WHEREAS, on February 18, 1997, Nebrig & Associates, Inc requested a first amendment by Ordinance No. 97-050; and WHEREAS, on October 5, 1999, Nebrig & Associates, Inc requested a second amendment by Ordinance No. 99-372; and WHEREAS, on September 5, 2000, Nebrig & Associates, Inc assigned its interest in the Lease to Nebrig Properties LP (“Assignor”) by Ordinance No. 2000-290; and WHEREAS, on December 6, 2011, Assignor requested a collateral transfer of lease agreement by Ordinance No. 2011-242; and WHEREAS, Assignor has agreed to assign its interest in the Lease, including certain improvements thereon, to Mark Hicks Transport, LLC (“Assignee”); and WHEREAS, City and Assignee have requested certain changes to the Lease to be incorporated into the proposed assignment to which City staff recommends approval; and WHEREAS, the Lease requires the written consent of the City for the proposed assignment to be effective, and Assignor has requested the City give such consent; and WHEREAS, at the December 6, 2023 meeting of the Airport Advisory Board, the Board recommended that the City approve the Assignment of Airport Lease for the Property by a vote of 4 to 0; and WHEREAS, the City Council deems it in the public interest to enter into an Assignment of Airport Lease giving consent to the assignment contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 1 + + b P 1 : a b t ) + fI b Br t br •b • : a 1.I \ b .1 B F ’ 1 n n r + \ H • • • r r DocuSign Envelope ID: 178D0657-1498-4480-892E-4FOAADA3C057 SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The Assignment of Airport Lease for the Property in the form attached hereto as Exhibit A is hereby approved and made a part of this ordinance for all purposes. SECTION 3. The City Manager, or their designee, is hereby authorized to execute the pproved Assignment of Airport Lease. SECTION 4. This ordinance shall become effective immediately upon its passage and pproval. a a s e c o n d e: hiy 1r1rII o!!: :: ToP: v be: J : d i n =Z =a s Irn 9Ue Edi £Tc: : as (;= liEd \ P prove daI the following vote K - A : Aye Nay Abstain Absent ,/ .,/ ,Z IZ a L/ Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer. District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6:,/ PASSED AND APPROVED thi, th, IIt\ d,y ,f D,,,p,hr , 2023. a:a_=. ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY t + r - G P q as • r DocuSign Envelope ID: 178D0657-1498-4480-892E4FOAADA3C057 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY DocuSign Envelope ID: 178D0657-1498-4480-892E-4FOAADA3C057 ASSIGNMENT OF AIRPORT LEASE DENTON ENTERPRISE AIRPORT DATE: Del.rAh, / ll , 2024 (the “Assignment Effective Date”) ASSIGNOR: Nebrig Properties, LP ASSIGNEE:Mark Hicks Transport, LLC LANDLORD :City of Denton, a Texas home-rule municipal corporation LEASE:September 18, 1996, Airport Lease Agreement (the “Lease”), Ordinance 96-216 February 18, 1997, First Amendment, Ordinance 97-050 October 5, 1999, Second Amendment, Ordinance 99-372 September 5, 2000, Airport Lease Assignment, Ordinance 2000-290 December 6, 2011, Collateral Agreement, Ordinance 2011-242 PREMISES :5.458 acres, identified as parcel one (1) and parcel two (2), along with certain leasehold improvements, located at 4801 John Carrell Road, Denton, TX, Denton Enterprise Airport, all as described in the Lease. Effective as of the Assignment Effective Date, Assignor hereby assigns to Assignee its interest in the Lease by the execution of this document (this “Assignment”). A. Assignee agrees to: 1. Assume Tenant’s obligations under the Lease. 2. Accept the Premises in their present "as is" condition. 3. Complete all obligations of transfer and purchase from Assignor prior to this Assignment becoming effective. B. Landlord consents to this Assignment and agrees and certifies as follows: 1. Landlord agrees that following assignment, it shall look solely to Assignee for fulfillment of future Lease obligations. C. Assignor agrees that: 1. Assignor confirms that the Lease with respect to the Premises is to be transferred to Mark Hicks Transport, LLC. 2. On or before the date of this Assignment, Assignor will pay or will cause the Assignee to pay to Landlord a $1,000 transfer fee. Page 1 of 3 DocuSign Envelope ID: 178D0657-1498448G892EdFOAADA3C057 D. The Lease is hereby amended as follows: 1.Section 5.3(A) of the Lease as amended by the Second Lease Amendment is deleted in its entirety and amended to state “Sale of fuel to be provided via the above ground fuel system to be constructed by Lessee in the southeast section of Parcel 2 and shall be for the express use of the Lessee and Lessee’s tenants. Fuel purchased by Lessee from a non-Fixed Base Operator shall be assessed a fuel fee as set forth on the then current Airport Rates and Fees Schedule.” 2. Section 8.C(2a) of the Lease as amended by the Second Lease Amendment is amended to delete the phrase “except the fuel system” 3. Section 8.C(2b) of the Lease as amended by the Second Lease Amendment is deleted in its entirety. 4. Section 16.E(2) of the Lease is amended to delete the following: Nebrig & Associates, Inc Ann: Mike Nebrjg 7515 Lemmon Avenue Dallas, TX 75209 and to replace it with: Mark Hicks Transport, LLC Ann: Mark Hicks 7420 FM 2449 Ponder, TX 76259 E. Capitalized terms not defined in this Assignment shall have the meaning ascribed to them in the Lease. F. Except as amended by this Assignment, the provisions of the Lease shall remain in full force and effect. [Signatures on following page] Assignee: MaB Felick: Transport, LLC'[k>cuSigned by: 1 ’ I hart has '\2CCA852DF9FD4A6... MaFfFrTekg;-M6mber Page 2 of 3 DocuSign Envelope ID: 178D0657-1498-4480-892E4FOAADA3C057 Assignor: Nebrig Properties, L.P. By: Drewcy, Inc. Its General PartnerrOcKuSbned br Dqyq.d(ka© AehNdBy:v :\=n=65384Fqz 1471433liavTdMllC'baal Nebrlg President Consent: Landlord: Approved as to Legal Form Mack Reinwiid, City Attorney ATTEST: .r, City Secretary \\\\1111111/ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations png. business terms.'’ /,– Do€uSIgned by: B,: I han aJaMS Ryan AamPD73c38F4 n Interim Airport Director Date Signed: 11/29/2023 Page 3 of 3 tIlt