2009-323
\\codad\departments\legal\oi'.documents\ordinances\09\airport us aviation group amendment.doc
ORDINANCE NO. ZDOGI- ,32,3
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO APPROVE A FIRST
AMENDMENT TO A FIXED BASE OPERATOR AIRPORT LEASE AGREEMENT
APPROVED BY ORDINANCE 2009-018 DATED JANUARY 6, 2009, BETWEEN THE CITY
OF DENTON, TEXAS AND SYKES-VAUGHAN INVESTMENTS (US AVIATION GROUP)
AT THE DENTON MUNCIPAL AIRPORT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, certain real property upon the Denton Municipal Airport was leased to
Sykes-Vaughan Investments (US Aviation Group); and
WHEREAS, the City of Denton and Lessee desire to amend the lease agreement; and
WHEREAS, the Airport Board recommends approval of the Amendment; and
WHEREAS, the City Council deems it in the public interest to approve this Assignment
of the Lease; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute a First
Amendment to a Fixed Base Operator Airport Lease Agreement between the City of Denton and
Sykes-Vaughan Investments (US Aviation Group) at the Denton Municipal Airport, in
substantially the form of the First Amendment to the Fixed Base Operator Airport 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 Airport Lease Agreement.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval. /
PASSED AND APPROVED this the --day-of f 2009.
M RK - b4zO ,MAYOR
` ATTEST:
JENNIFER WALTERS CITY SECRETARY
BY: '
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
G
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cAdocuments and settings\jamullin\local settings\temporary internet files\content.outlook\7etlhfkm\exhibit 2 amendment.doc
FIRST AMENDMENT TO
FIXED BASE OPERATOR AIRPORT LEASE AGREEMENT
THE STATE OF TEXAS 5
5 KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
This First Amendment to that certain Fixed Base Operator Airport Lease Agreement
which was made and executed on January 6, 2009 at Denton, Texas, by and between the City of
Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor," and Sykes-Vaughan
Investments (US Aviation Group), hereinafter referred to as "Lessee".
WITNESSETH:
WHEREAS, the Lessor and the Lessee has requested an amendment of the Lease term
and the City Manager and the Airport Advisory Board support the amendment of the Lease;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained in this Agreement, the parties agree as follows:
SECTION II. OF THE LEASE IS HEREBY AMENDED TO READ AS FOLLOWS:
A. LAND. The same .78 acre (34,000 square feet) tract or parcel of
land leased to Lessee under the Existing Lease identified as Parcel
A, together with improvements thereon, which property is more
particularly described in Attachment "B", attached hereto and
incorporated herein by reference (the "Existing Parcel"), and- an
additional approximate 168,208 square feet of land identified as
Parcel B (13,448 square feet), Parcel C (7,760 square feet), Parcel
D (90,000 square feet), Parcel E (50,000 square feet), Parcel F
(2,000 square feet) and Parcel G (7,500 square feet) on
Attachment "C" (the "Leased Premises").
Together with the right of ingress and egress to the Leased
Premises; and the right in common with others so authorized of
passage upon the Airport property 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 Agreement, the term "Leased Premises" shall
include leasehold improvements constructed by the Lessee, but not
including certain easements or property owned and/or controlled
by the Lessor, with the exception of Parcel G which easement
shall be considered "Leased Premises".
A legal description of Parcels B, C, D, E, F and G is* not currently
attached to this Lease Agreement. Lessee shall deliver to Lessor
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no later than 30 days after the Effective Date of this Agreement a
legal description of Parcels B through G accurately describing
same that is acceptable to Lessor. If Lessee fails to do so, Lessor at
its option may terminate this Agreement as to Parcels A through
G, in which case it will have no further force and effect. The
approved legal description will be attached to this Agreement as
Attachment "C".
SECTION II. D. OF THE LEASE IS HEREBY AMENDED TO READ AS FOLLOWS:
D. EASEMENTS. Lessor and Lessee by mutual agreement may
establish, on the Leased Premises, easements for public access on
roads and taxiways. Lessee acknowledges taxiway rights of way
exist through the existing aircraft apron identified in Parcel D and
right of way exists for Spartan Drive going west through Parcel G
to provide access to the aircraft operations area. Lessee further
acknowledges that no permanent surface cover may be constructed
on Parcel G which restricts access to public utility easements and
that the surface improvement on Spartan Lane going west through
Parcel G will be maintained by Lessee.
SECTION IV. A. ITEM 1. OF THE LEASE IS HEREBY AMENDED TO
READ AS FOLLOWS:
1. Parcel A, B, C, F and G. Annual rent shall be a sum equal to $0.17
per square foot of the land area contained in the Leased Premises
(the "Original Rent"). Monthly rental shall be 1/12 1h of the annual
rent. However, beginning March 1, 2011 the Original Rent will be
adjusted in accordance with Section IV.C.
SECTION IV. C., FIRST PARAGRAPH, OF THE LEASE IS HEREBY
AMENDED TO READ AS FOLLOWS:
C. PAYMENT, PENALTY, ADJUSTMENTS. All payments due
Lessor from Lessee under this Lease Agreement shall be made to
Lessor at the offices of the Finance Department of the City of
Denton, Customer Service Division, 601 West Hickory, Denton,
Texas, unless otherwise designated in writing by the Lessor. If
payments are not received on or before the 15th day of the month,
a five percent (5%) penalty will be due as of the 16th. If payments
are not received by the first of the subsequent month, an additional
penalty of one percent (1%) of the unpaid rental/fee amount will
be due. A one percent (1%) charge will be added on the first of
each subsequent month until the unpaid rental/fee payment is
made. The Original Rent for the Leased Premises shall be
readjusted at the end of each one year period during the Lease
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Term on the basis of the proportion that the then current United
States Consumer Price Index for all urban consumers (CPI-U) for
the Dallas-Fort Worth Bureau of Labor Statistics bears to the
previous odd month 2008 index (November), which was 200.051
(1982-84 = 100). Each rental adjustment, if any, shall occur on
the 1st day of February, beginning 2011, and every second year
thereafter on such date.
SECTION V. C. 11. OF THE LEASE IS HEREBY AMENDED TO READ AS
FOLLOWS:
11. Indemnity. Lessee must indemnify, hold harmless and defend the
Lessor, its officers, agents and employees, from and against
liability for any and all claims, liens, suits, demands and/or actions
for damages, injuries to persons (including death), property
damage, (including loss of use), and expenses, including court
costs, attorneys' fees and other reasonable costs, occasioned by or
incidental to the Lessee's occupancy or use of the Leased Premises
or the Airport and/or activities conducted in connection with or
incidental to this Lease Agreement, including all such causes of
action based on common, constitutional or statutory law, or based
in whole or in part upon the negligent or intentional acts or
omissions of Lessee, its officers, agents employees, invitees or
other persons. Lessee must at all times exercise reasonable
precautions on behalf, of, and be solely responsible for, the safety
of its officers, employees, agents, customers, visitors, invitees,
licensees and other persons, as well as their property, while in, on,
or involved in any way with the use of the Leased Premises. The
Lessor is not liable or responsible for the negligence or intentional
acts or omissions of the Lessee, its officers, agents, employees,
agents, customers, visitors and other persons. The Lessor shall
assume no responsibility or liability for harm, injury, or any
damaging events which are directly or indirectly attributable to
premise defects, whether real or alleged, which may now exist or
which may hereafter arise upon the Leased Premises,
responsibility for all such defects being expressly assumed by the
Lessee. The Lessee agrees that this indemnity provision applies to
all claims, suits, demands, and actions arising from all premise
defects or conditions.
THE LESSOR AND THE LESSEE EXPRESSLY INTEND THIS
INDEMNITY PROVISION TO REQUIRE LESSEE TO
INDEMNIFY AND PROTECT THE LESSOR FROM THE
CONSEQUENCES OF THE LESSOR'S OWN NEGLIGENCE
WHILE LESSOR IS PARTICIPATING IN THIS LEASE
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AGREEMENT WHERE THAT NEGLIGENCE IS A
CONCURRING CAUSE OF THE INJURY, DEATH, OR
DAMAGE. NOTWITHSTANDING THE TERMS OF THE
PRECEDING SENTENCES, THIS INDEMNITY PROVISION
DOES NOT APPLY TO ANY CLAIM, LOSS, DAMAGE,
CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE
INJURY, DEATH, OR DAMAGE RESULTS FROM THE SOLE
NEGLIGENCE OF THE LESSOR OR ANY OF ITS
EMPLOYEES, CONTRACTORS, OR AGENTS, UNMIXED
WITH THE FAULT OF ANY OTHER PERSON OR ENTITY.
ALL OTHER PROVISIONS OF THE-LEASE AGREEMENT REMAIN IN FULL
FORCE AND EFFECT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year above first written.
BY LESSOR:
GEO GE C. CAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: q ,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
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BY LESSEE:
~ l
a
S' S-VAUGHAN INVESTMENTS
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the day of ,Q
20 dq , by Sykes-Vaughan Investments.
[SEAL] JM ANN MULL1lAt8 Not ry Public, State of Texas
MY M Commission Ex ires J..17
i 3
Nq 27, IM3 Y p
(or Notary Stamp)
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the day of
200 by George Campbell, City Manager on behalf the City of Denton, Texas, a municipal
corporation.
,n
rIFER K. WALTERS
I~o ary Pub C. State of Texas
Al =a Public, state of Texas
My Commission Expires 1VI~ Commission Expires C/ /G
December 19, 2010
(or Notary Stamp)
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