1998-133
%(+$1$%$1$-"$%.1,
98133
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AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecords
Act
Other
%(+$2#§º«(´¯º¯§²¹
AmendedbyletterdatedJune8,199806/08/98JR
ThirdAmendmenttoLeaseAgreementKOrdinanceNo.201325809/17/13JR
Amended by letter dated June 8, 1998
O INANCE NO
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AIRPORT
LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND ALAN RITCHEY, INC
TO LEASE CERTAIN PREMISES OF THE MUNICIPAL AIRPORT FOR THE PURPOSE OF
CONSTRUCTING AND MAINTAINING OFFICE AND HANGAR FACILITIES THEREON,
AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Manager is authorized to execute an airport lease agreement
between the City of Denton, Texas and Alan Rltchey, Inc, to lease certmn premises of the
Municipal Parport for the purposes of and constn~ctmg and maintaining a office and hangar
facilities thereon, under the terms and conditions contained within this Agreement, which is
attached hereto and made a part hereof
SECTION II That this ordinance shall become effective immediately upon its passage
and approval
//A
PASSED AND APPROVED thlsthe/,~d_ day of //r/~/.4/ ,1998
JAC~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
Tbas lease is made and executed tbas 15th day of May , 1998, at Denton, Texas, by and
between the City of Denton, Texas, a mumelpal corporation, herelnat~er referred to as "Lessor", and
Alan Pdtchey, linc, having bas pnnclpal offices at P O Box 249 Valley View, Texas, 76272
heremat~er referred to as "Lessee"
WITNESSETH.
WHEREAS, Lessor now owns, controls and operates the Mumclpal Airport (Atrport) m the
City of D~nton, County of Denton, State of Texas, and
WHEREAS, Lessee desires to lease certain premises on said mrport and construct and
maintain an tureraR hangar and related awatlon facthtles thereon, and
NOW, THEREFORE, for and m consideration of the prormses and the mutual covenants
contained m tbas Agreement, the part, es agree as follows
I. CONDITIONS OF AGREEMENT
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER
CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION
SHALL BE BINDING
A PRINCIPLES OF OPERATIONS The right to conduct aeronautical activities for
funusbang serrates to the pubhc is grimed to Lessee subject to Lessee agreeing
1 To furmsh smd services on a fair, equal and not unjustly discriminatory basis to all
users thereof, and
2 To charge fair, reasonable and not unjustly discriminatory prices for each umt or
service, provided, that Lessee may be allowed to make reasonable and
nondlscrnulnatory chseounts, rebates, or other similar types of price reductions to
volume purchasers
B NON-DISCRIMINATION Lessee, for himself, has personal representatives,
successors and interests, and assigns, as a part of the consideration hereof, does hereby covenant and
agree as a covenant running w~th the land that
1 No person on the grounds of race, rehg~on, color, sex, or national ongm shall be
excluded from pamcipaUon m, demed the benefits of, or be otherwise subjected to
dascnmmatlon m the use of smd faeflmes,
2 In the construction of any improvements on, over, or under such land and the
fumlslungs of services thereon, no person on the grounds of race, rehguon, color, sex,
or national origin shall be excluded from pamclpatuon in, demed the benefits of, or
otherwise be sub3ected to d~scnnunatlon,
3 Lessee shall use the premises m comphance with all other reqmrements imposed by or
pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondlscnmmatmn m Federally assisted
programs of the Department of Transportation - Effectual of Title VI of the Civil
Paghts Act of 1964, as smd Regulations may be amended
C RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT It is clearly understood by
Lessee that no right or pnwle§e has been granted wlueh would operate to prevent any person, firm or
corporauon operating ~ureratt on the mrport from performing any services on its own aircraft wath its
own regular employees (mcluchng, but not lnmted to, mamtenance and repmr) that it may choose to
perform
D NON-EXCLUSWE RIGHT It is understood and agreed that nothing hereto contained
shall be construed to grant or authorize the granting of an exclusave nght within the meaning of Title
49 U S C Appen&x §1349
E PUBLIC AREAS
1 Lessor reserves the right to further develop or improve the landing area of the airport as
it sees fit, regardless of the desires or views of Lessee, and w~thout interference or
lundrance
2 Lessor reserves unto itself, its successors and assigns, for the use and benefit of the
flying public, a right of flight for the passage of mreraft above the surface of the
premises described hereto, together with the nght to cause in smd airspace such noise
as may be inherent m the operatmn of mreraf~ now known or hereatter used, for
nawgat~on of or flight in the smd mrspace, and for use of smd an'space for landang on,
tal~ng off from, or operating on the Parport
3 Lessor shall be obligated to mmntsm and keep m repair the landing area of the mrport
and all publicly owned fecllmes of the aurport, together w~th the right to (hrect and
control all actlwtles of Lessee m fins regard
4 During time of war or naUonal emergency, Lessor shall have the right to lease the
landing area or any part thereof to the United States Government for malltury or naval
use, and, if such lease ~s executed, the provmaons of fins instrument insofar as they are
inconsistent w~th the proxqslons of the lease to the Government, shall be suspended
5 Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the anport agmnst obstruction, together with the right to prevent Lessee
from erecting, or penmttmg to be erected, any braiding or other structure on or adjacent
to the airport which, m the opimon of Lessor, would hrmt the usefulness or safety of
the mrport or constitute a hazard to mmraff or to aircraft namgutlon
6 Tins Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the Umted States or agency thereof, relative to the operation or
maintenance of the mrport
II. LEASED PREMISES
Lessor, for and m considerat~on of the covenants and agreements herein contained, to be kept
by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby hire and take from
Lessor, the following descnbed land situated in Denton County, Texas
A LAND
1 A tract of land, being approximately 32,400 square feet, or 0 745 acres, drawn and
outlined on Attachment "A" as Exlublt 1, and legally described in Attachment "B",
such attachments being incorporated herein by reference
Together w~th the nght of ingress and egress to smd property, and the right in
common with others so anthonzed 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 mvltees
For purposes of this agreement, the term "Premises" shall mean all property
located wltlun the metes and bounds described above, including leasehold
improvements constructed by the Lessee, but not lnclu&ng certain easements or
property owned and/or controlled by the Lessor
2 A tract of land, bemg approximately 16,200 square feet, or 0 272 acres, drawn and
outlined on Attachment "A" as Exlnblt 2, and legally deacnbed in Attachment "B",
such attachments being incorporated herein by reference
Together with the right of ingress and egress to smd property, and the right m
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 mxatees
For purposes of tlus agreement, the term "Premises" shall mean all property
located w~ttnn the metes and bounds described above, including leasehold
unpmvements constructed by the Lessee, but not including certmn easements or
property owned and/or controlled by the Lessor
B DEVELOPMENT OF EXHIBITS 3 and 4
1 A tract of land being approxtmately 0 272 acres of land or 16,200 square feet, drawn
and outlmed on Attachment "A" as Exhibit 3 and legally described m Attachment
"C" ~s leased to Lessee for the purpose of future development by Lessee Upon
commencement of development of any property w~tlun Exbab~t 3, the property shall
on that date be considered to be an adchtion to Exlmb~t 1 and be subject to the same
terms and conditions as Exhibit 1, including but not hunted to the same rental rate
and adjustments, ~f any, as if the added property had been w~ttun Extubxt 1 fi.om the
original date of execution of this Lease The date of ~ssuance of a bmldmg penmt by
Lessor for the ~mprovements shall be considered the "commencement of
development"
2 If Lessee fails to commence development of Exhibit 3 by May 15, 2000, that
amount of property shall automatically be considered as an addmon to Extub~t 1
and subject to those terms as ~f development had begun on that property
3 Lessee shall have the option of extending the terms of th~s lease to a tract of land
being approximately 0 745 acres of land or 32,400 square feet, drawn and outlined
on Attachment "A" as Extub~t 4, and legally described m Attachment "C" Upon
commencement of development of any property w~thm Exlub~t 4, the property shall
on that date be eonsadered to be an addition to Exlub~t 1 and be subject to the same
terms and conchtiuns as Extablt 1, ~ncludmg but not hm~ted to the same rental rate
and adjustments, xf any, as ff the added property had been w~thm Extublt 1 fi'om the
original date of execution of th~s Lease The date of ~ssuanee of a bmldmg permit by
Lessor for the unprovements shall be considered the "commencement of
development
4 The option above relating to Extub~t 4 shall be exercised no later than four (4) years
fi.om the execution of flus lease If the option relating to Exhibit 4 is not treacly
exercised w~ttun four (4) years of the execution of flus lease by the pames then
Lessor shall have the nght to market Extub~t 4 to another possible tenant
C LMPROVEMENTS PROVIDED BY LESSOR NONE There will be no improvements
prowded by Lessor, except as set forth m Article II F "Access to Utihtaes" below
For the purpose of this Agreement, the term "Lessor improvements" shall mean those ttungs on
the leased prenuses belonging to, constructed by, or to be constructed by Lessor, which enhances or
increases, or will enhance or increase, the value or quality of the leased land or property Unless
othenwse noted herein, all Lessor improvements are and will remain the property of Lessor All
Lessor improvements must be described m detml above, or above referenced and attached to tins
Agreement m an exhibit approved by Lessor
D IMPROVEMENTS PROVIDED BY LESSEE On Extnblt 1, Lessee shall construct a
hangar and office fa~lhty not less than 10,000 square feet with taxlway access and appropriate
culverts as reqmred by City ordinances m the drainage channel south of the proposed hangar and
north of the taxlway, as well as other nnprovements as shown on the s~te plan attached hereto and
made a part hereof for all purposes and identified as Extnb~t "D" Improvements to Exlublt 3 and 4
will be similar to those identified for Exhtbit 1
E EASEMENTS Lessor and Lessee by mutual agreement may establish, on the lease
premises, easements for pubhe access on roads and taxiways
F ACCESS TO UTILITIES Lessor represents that water, wastewater, and 3-phase eleemclty
hnes are currently, or will be made available, w~thm two hundred (200) feet of the leased premises
available to "tap-m" by Lessee, and that the same are sufficient for usual and customary sermee on
the leased premises
III. TERM
The term of tins Agreement shall be for a period of thtrty (30) years, commencing on the 15th
day of May, 1998 , and continuing through the 14th day of May, 2028, unless earher terminated
under the prov~smns of the Agreement Any attempt by Lessee to renegotmte this Lease shall be m
writing addressed to the City Manager at least one hundred eighty (180) days before the expiration of
the stated term ofthts lease, and at least 180 days before the expiration of any additional renegotiated
period Lessee has the optmn to renew for two (2) additional ten (10) year terms The rental and
terms to be negotiated shall be reasonable and consistent with the then value, rentals and terms of
similar pwperty on the airport
IV. PAYMI~NTS~ RI~NTALS AND FI~I~S
Lessee covenants and agrees to pay Lessor, as consideration for flus lease, the follovong
payments, rentals and fees
A LAND RENTAL shall be due and payable in twelve (12) equal monthly mstallments m
the sum in advance, on or before the first day of each and every month dimng the term of ttus agree-
ment in the amount of one-twelfth (1/12) of an annual rental payment based on the following
formulae, calculated on the basis of mlmmum yearly rentals adjusted for inflation as per paragraph
IV C
1 05/15/98 $0 05 per square foot rmmmum yearly rental, adjusted annually per
paragraph IV C
2 05/14/03 The current lease rate (prewous year's rental) will be ~ncreased by an
additional $0 10 per square foot, and then adjusted annually per paragraph IV C
3 09/15/11 The current lease rate (previous year's rental) will be increased by an
addmonal $0 03 per square foot, and then adjusted annually per paragraph IV C
Notwithstanding the foregoing, the annual lease rental ~s to be reduced by the current lease rate per
square foot, tmaes the number of square feet comprising all easements established m accordance with
Article II(F)
B LESSOR IMPROVEMENTS RENTALS NONE There are no Lessor improvements on
the leased prermses
C pAYMENT~ PENALTY~ ADJUSTMENTS All payments due Lessor from Lessee shall be
made to Lessor at the offices of the Finance Department of the City of Denton, Accounts Receivable,
215 E MeKmney, Denton, Texas, unless othervose designated m writing by the Lessor If payments
are not received before or on the 1st, a five (5) percent penalty will be due as of the 2nd If payments
are not received by the 15th of the subsequent month, an adcht~onal penalty of one (1) percent of the
unpmd rental/fee amount will be due A one (1) percent charge will be added on the 15* of each
subsequent month until the unpaid rental/fee payment ~s made Failure to pay the rent or penalty
amounts on delinquent rent shall constitute an event of default of this lease
The yearly rental for land and unprovements hereto leased shall be readjusted at the end of
each one (1) year period during the term of tins lease on the basis of the pmpomon that the then
current Umted States Consumer Price Index for all urban consumers (CPI-U) for the Dallas-Fort
Worth geogreplueal region, as complied by the U S Department of Labor, Bureau of Labor Statistics
bears to the applicable index at the execution of flus lease The original land rental amount ~s based
upon the formulae set forth m Section IV A for the land hereto leased Each rental adjustment, if
any, shall,occur on the 15th day of May, begmmng 1999, and every year thereafter on such date
The adjustments in the yearly rent shall be determined by multiplying the mlmmum yearly rent
as set forth in Section IV A by a fraction, the numerator of wtueh is the index number for the last
month prior to the adjustment, and the denominator of wlueh ~s the index number appheable at the
exeeutlun of flus lease If the product of flus multiplication IS greater than the mimmum yearly rent
as set forth m Section IV A, Lessee shall pay flus greater amount as the yearly rent until the time of
the next rental adJUStment as called for m flus section If the product of flus mulUphcation is less than
the m~mmum yearly rent of as set forth m Section IV A, there shall be no adjustment in the annual
rent at that time, and Lessee shall pay the previous year's annual rent until the time of the next rental
adjustment as called for m flus section In no event shall any rental adJUStment called for m flus
section result in an annual rent less than the prewous year's annual rent The adjustment shall be
hmlted so that the annual rental payment determined for any given year shall not exceed the annual
rental payment calculated for the previous year by more than ten (10) percent, except for the
adjustments under the lease effective 05/15/03 and 09/15/11
If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth
geograpbaeal regmn, as compiled by the U S Department of Labor, Bureau of Labor Stat~staes, ~s
d~seontmued during the term of tbas lease, the remaining rental adjustments called for an flus section
shall be made using the fomaula set forth m Subsection (a) above, but substituting the index numbers
for the Consumer Pnee Index-Seasonally Adjusted U S C~ty Average For All Items For All Urban
Consumers (CPI-U) for the index numbers for the CPI-U appheable to the Dallas-Fort Worth
geograptucal regmn If both the CPI-U for the Dallas-Fort Worth geograptueal regaon and the U S
C~ty Average are chseontmued dunng the term of flus lease, the remmmng rental adJUStments called
for an flus section shall be made using the statistics of the Bureau of Labor Statastms of the Umted
States Department of Labor that are most nearly comparable to the CPI-U apphcable to the Dallas-
Fort Worth geograplucal mg~on If the Bureau of Labor Statlstms of the Umted States Department of
Labor ceases to exast or ceases to pubhah statistics concermng the purchasing power of the consumer
dollar during the term oftlus lease, the remamang rental adjustments called for ~n fins section shall be
made using the most nearly comparable stamtms pubhshed by a recogmzed financial anthonty
selected by Lessor
V. RIGHTS AND OBLIGATIONS OF LESSEE
A USE OF LEASED PREMISES Lessee ~s granted the non-exclusive privilege to engage m
or promde the following
1 Hangar Leases and Rental The rental or lease of hangars and hangar space and related
famht~es upon the leased premises
2 Office Space Lease or Rental The rental or lease of office space m or adjmmng
Lessee's hangars
3 Atrera~t Storage and T~e Down To prowde parking, storage and tie down service, for
both Lessee's and ~tmerant mrerai~ upon or w~thm the leased premases
4 A~r Transport The abthty to prowde common services related to the mr transport/cargo
~ndust~y
Lessee, bas tenants and sublessees shall not be authorized to conduct any serwees not
specifically hated m th~s agreement The use of the lease premises of Lessee, h~s tenants or
sublesseas shall be hm~ted to only those private, commercial, re~l or industrial aetlwt~es hawng to
do wath or related to awports and awat~on No person, business or eorporaUon may operate a
commercial, retml or mdusmal busmeas upon the prenuses of Lessee or upon the A~rport w~thout a
lease or lieanse from Lessor authorizing such commercml, retail or industrial aeUv~y The Lessor
shall not unreasonably w~thholfl authorization to conduct aeronautical or related services
B STANDARDS Lessee shall meet or exceed the following standards
I Address Lessee shall file w~th the A~rport Manager and keep current t~s marling
Alan Ritchey Lease Agreement Page 7
addresses, telephone numbers and contacts where he can be reached m an emergency
2 List Lessee shall file w~th the garport Manager and keep current a hst of has tenants and
sublessees
3 Conduct Lessee shall contractually reqmre hm employers and sublessees (and
sublessee's ~nv~tees) to ahade by the terms of thas agreement Lessee shall promptly
enforce has contractual rights m the event of a default of such covenants
4 Utfl~t~e% Taxes and Fees Lessee shall meet all expenses and payments m connection
with the use of the Premises and the rights and pnwleges here~n granted, mcludmg the
t~mely payment of utilities, taxes, permit fees, hcense fees and assessments lawfully
lewed or assessed
5 Laws Lessee shall comply wtth all current and future federal, state and local laws, roles
and regulations whach may apply to the conduct of business contemplated, mchadlng
roles, regulations and ordinances promulgated by Lessor, and Lessee shall keep m effect
and post m a prominent place all necessary and/or reqmred hconses or permits
6 Maintenance of Property Lessee shall be responmble for the mmntenance, reptur and
upkeep of all property, bmldmgs, structures and ~mprovements, ~ncludmg the mowing or
elmamat~on of grass and other vegetatton on the Premises, and shall keep smd Prenuses
neat, clean and ~n respectable condmon, free from any object~onal matter or thang
Lessee agrees not to utthze or permit others to utilize areas on the leased premises whach
are located on the outside of any hangar or bmld~ng for the storage of wrecked or
permanently dasabled mrcraf~, atrcraf~ parts, automobiles, vehtcles of any type, or any
other eqmpment or items whach would dastmct from the appearance of the leased
premises Lessee agrees that at no t~me shall the leased premases be used for a flea
market type sales operation
7 Painting of Bmldtnl~s During the original term of thas Lease and dunng each extension,
Lessor shall have the right to reqmre, not more than once every five years, that the metal
exterior of hangar(s) or braiding(s) located on the premises be rewewed by the 3arport
Adwsory Board for the purpose of determ~mng whether pmnt~ng of the exteriors of such
bmldmgs or hangars ~s necessary If the Airport Advisory Board determines pmntmg is
necessary, ~t shall furmsh a recommendataon to this effect to the City Council The
Council, may, upon the Board's recommendation, reqmre Lessee to repmnt smd
exteriors according to Lessors speefficat~ons (to specify color of pmnt, quahty of
workmanshap and the year and month ~n whach the hangar(s) or braiding(s) are to be
painted, ~f needed ) Lessee shall complete the pmntang m accordance w~th such
specaficat~ons w~than one (1) year of receipt of not,co from lessor Lessee agrees to pay
all costs and expense mvolved m the hangar or barld~ng painting process Fmlure of
Lessee to complete the pamtmg reqmred by Lessor's C~ty Council w~th~n one (1) year
period shall constitute Lessee's default under thas Lease
Alan Ritchey Lease Agreement Page 8
8 Unanthonzed use ofpmnuses Lessee may not use any of the leased land or premises for
the operation of a motel, hotel, restaurant, private club or bar, apartment house, or for
industrial, commemlal or retml purposes, except as authorized herein
9 Dwellml~s It is expressly understood and agreed that no permanent dwelling or
dormclle may be built, moved to or established on or wltban the leased prermses nor may
lessee, bas tenants, lnmtees, or guests be permitted to reside or remain as a resident on or
wltban the leased premises or other atrport premises
10 Qtut Possession Lessee shall quit possession of all pmmmes leased herein at the end of
the primary term of tbas lease or any renewal or extension thereof, and deliver up the
premmes to Lessor in as good condition as existed when possesmon was taken by Lessee,
reasonable wear and tear excepted
11 Hold Harmless Lessee shall mdemmfy and hold harmless Lessor from and against all
loss and damages, including death, personal injury, loss of property or other damages,
arising or resulting fi.om the operation of Lessee's business m and upon the leased
prcmlsas
12 Chemicals Lessee agr~s to properly store, collect and ~hspose of all chemicals and
chermcal residues, to properly store, confine, collect and chspose of all paint, including
paint spray m the atmosphere, and paint products, and to comply w~th all Local, State
and Federal regulations govemmg the storage, handling or disposal of such chermcals
and pamts
13 Hazardous Actlvmes Should Lessee violate any law, rule, resmct~on or regulation of
the City of Denton or the Federal Aviation Admmmtrat~on, or should the Lessee engage
in or p~mut other persons or agents to engage m act~wtles wbach could produce hazards
or obstruction to mr navigation, obstructions to wslbahty or interference w~th any arreraft
navigational md station or device, whether mrbome or on the ground, then Lessor shall
state such wolatlon in writing and deliver written notme to Lessee or Lessee's agent on
the leased premises, or to the person(s) on the leased premises who are cansmg smd
violation(s), and upon dehvery of such written notice, Lessor shall have the right to
demand that the person(s) responsible for the violation(s) cease and desist fi.om all such
activity creating the violation(s) In such event, Lessor shall have the right to demand
that corrective action, as reqmred, be commenced lmmedmtely to restore the leased
premises into conformance w~th the particular law, rule or aeronautmal regulation being
wolated Should Lessee, Lessee's agent, or the person(s) responsible for the wolat~on(s)
fml to cease and desist ~om smd violation(s) and to immediately commence correcting
thc violation(s), and to complete smd corrections witban twenty-four (24) hours
following written notfficat~on, then Lessor shall have the right to enter onto the leased
premmas and correct the violat~on(s), and Lessor shall not be responsible for any
damages incurred to any improvements on the leased premises as a result of the
Alan Ri~ch~y Lease Agreement Page 9
corrective action process
D SIGNS Dunng the term oft/oas Agreement, Lessee shall have the right, at its own expense,
to place m or on the lease Premises signs identifying Lessee Smd signs shall be of a size, shape and
design, and at a location or locations, approved by the Lessor and m conformance with any overall
directional graphics or sign program established by Lessor for the Parport Lessors approval shall
not be withheld unreasonably Smd signs shall be maintained In good repmr throughout the term of
this agreement Notwithstanding any other prov~sion of this agreement, smd signs shall remain the
property of Lessee Lessee shall remove, at its expense, all lettenng, signs and placards so erected on
the premises at the expiration of the term of tlus Agreement or extensions thereof
VI. COVENANTS BY LESSOR
Lessor hereby agrees as follows
A PEACEFUL ENJOYMENT That on payment of rent, fees, and performance of the
covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably
hold and enjoy the leased premises and all rights and privileges hereto granted,
B COMPLIANCE Lessor warrants and represents that in the establishment, construction
and operation of smd Denton Municipal An'port, that Lessor has heretofore and at flus tame is
complying with all existing roles, regulations, and cntena dlsmbuted by the Federal Aviation
Admamstratlun, or any other governmental authority relating to and including, but not limited to,
noise abatement, mr rights and easements over adjoamng and contiguous areas, over-fhght m landing
or takeoff, to the end that Lessee will not be legally liable for any action of Ixespass or similar cause
of action by virtue of any aerial operations of adjoamng property m the course of normal take-off and
landing procedures from smd Denton Mumclpal Airport, Lessor further warrants and represents that
at all times dunng the term hereof, or any renewal or extension of same, that it will continue to
comply with the foregoing
VII SPECIAL CONDITIONS
It is expressly understood and agreed by and between Lessor and Lessee that tins lease
agreement is subject to the following special terms and conditions
A RUNWAYS AND TAXIWAYS That because of the present sixty thousand (60,000)
pound continuous use weight beanng capacity of the mnway and taxlways of the Airport, Lessee
hereto agrees to lnmt all aeronant~eal aet~wty including landing, take-off and taxiing, to mreraff
having an actual weight, including the weight of its fuel, of sixty thousand (60,000) pounds or less,
until such time that the runway and designated taxlways on the Parport have been improved to
handle mreraft of such excessive weights It is further agreed that, based on qualified engmeermg
stuches, the weight restrictions and prowmons of tins clause may be adjusted, up or down, and that
Lessee agrees to abide by any such changes or revmlons as such studies may chctate "Aeronautical
Activity" referred to in flus clause shall include that activity of the Lessee or its agents or
subcontractors, and its customers and mvltees, but shall not include those activities over which it has
Alan Ritchey Lease Agreement Page 10
no sohc~tory part or control, such as an unsolicited or unscheduled or emergency landmg A pattern
of neghgent thsregard of the prowslons of flus section shall be sufficient to cause the ~mmethate
termination of flus enUre Agreement and subject Lessee to hahahty for any damages to the Au-port
that might result
VIII. LEASEHOLD IMPROVEMENTS
A REQUIREMENTS Before commencmg the construction of any improvements upon
the premises, Lessee shall submit
1 Documantat~on, specifications, or design work, to be approved by the Lessor, which
shall estabhsh that the ~mprovements to be built or constructed upon the lease premises
are m conformance wxth the overall size, shape, color, qnahty and design, m appearance
and structure of the program estabhshed by Lessor on the Airport
2 All plans and specifications shovang the location upon the premises of the proposed
constrUCtion.
3 The estunated cost of such construction
No construction may commence tmtfl Lessor, acting by ~ts C~ty Council, has approved the
plans and spec~ficatmns and the locataon of the improvements, the estimated costs of such construe-
tmn and the agreed estimated hfe of the building or structure Approval by the C~ty Council shall not
be unreasonably w~thheld, should the Council fail to deny Lessee's plans and spec~ficataons w~thm
s~xty (60) days of submission thereof to the Council, such plans and specifications shall be deemed
approved Documentary ewdenee of the actual cost of construction on pubhe areas only (such as
tax,ways) shall be dehvered by Lessee to Lessors C~ty Manager from t~me to t~me as such costs are
pa~d by Lessee, and Lessors C~ty Manager ~s hereby authorized to endorse upon a copy of flus lease
filed w~th,the C~ty Secretary of Lessor such actual amounts as he shall have found to have been prod
by Lessee, and the findings of the C~ty Manager when endorsed by ham upon smd contract shall be
conclusive upon all part,es for all purposes of flus agreement
B ADDITIONAL CONSTRUCTION OR IMPROVEMENTS Lessee is hereby authorized
to construct upon the land hereto leased, at bas own cost and expense, bmkhngs, hangars, and struc-
tures, that Lessor and Lessee mutually agree are necessary for use ~n connectaon w~th the operatmns
authorized by flus lease, prowded however, before commencing the construction of any ~mprove-
ments upgn the premases, Lessee shall submit plans and specifications for approval by Lessor as
specified in Amcle VIII A, above
C OWNERSHIP OF IMPROVEMENTS All bmldlngs and ~mprovements constructed
upon the prermsas by Lessee shall remain the property of Lessee unless said property becomes the
property of Lessor under the following concht~ons, terms and provm~ons
1 Removal of Bulldmss No bmldlng or permanent fixture may be removed from the
premlsas
2 Assumption All bmldlngs and improvements of whatever nature mmatmng upon the
leased premises at the end of the primary term, or any extension thereof, of this lease
shall automatically become the property of Lessor absolutely m fee without any cost to
Lessor
3 Bulldm~ Life It is agreed that the hfe of the braiding to be constructed by Lessee on the
property hereto leased is flurry (30) years
4 Cancellation Should flus lease be cancelled for any reason before the end of the flurry
(30) year expected bmldmg life, It is especlally understood and agreed that Lessor
reserves the right to purchase all bualdmgs, structures and ~mprovements then existing
upon the premises by tendenng to Lessee one thLrtaeth (1/30) of the undepreciated value
of such btuldmg for each year remamang on the agreed hfe of such bmldmg The
undepreclated value of all improvements is to be determined by havmg such
unprovements apprmsed by three apprmsers, one appointed by Lessor, one appointed by
Lessee and one appointed by the two apprmsers
IX. SUBROGATION OF MORTGAGEE
A Any person, corporation or mstamt~on that lends money to Lessee for construction of any
hangar, structure, bmldmg or improvement and retmns a security ~nterest ~n smd hangar, structure,
bmkhng or improvement shall, upon default of Lessee's obhgatlons to smd mortgagee, have the right
to enter upon smd leased premises and operate or manage smd hangar, structure, bmkhng or
improvement according to the terms of flus Agreement, for a period not to exceed the term of the
mortgage with Lessee, or until the loan is prod m full, wluchever comes first, but m no event longer
than the term of flus lease It is expressly understood and agreed that the right of the mortgagee
referred tO herein is llmated and restricted to those xmpmvements constructed w~th funds borrowed
t~om mortgagee, those improvements purchased w~th the borrowed funds, and those maprovements
pledged to secure the refinancing of the improvements
B Lessee shall have the right to place a first mortgage hen upon the leasehold m an amount
not to exceed eighty-five percent (85%) of the construction cost or current market value of the
leasehold xmprovements
X. RIGHT OF EASEMENT
Lessor shall have the right to establish easements, at no cost to Lessee, upon the leased ground
space for the purpose of providing underground utthty services to, from or across the mrport property
or for the ennstructmn of public factht~es on the Awport However, any such easements shall not
interfere w~th Lessee's use of the leased premises and Lessor shall restore the property to ongmal
condition upon the mstallatlon of any utthty services on, m, over or under any such easement or the
conclusion of such construction Construction m or at the easement shall be completed watlun a
reasonable time
XI. ASSIGNMENT OF LEASE
Lessee expressly covenants that ~t wall not assign this lease, convey more than ten percent
(10%) of the interest in bas business, through the sale of stock or otherwise, transfer, heense, nor
sublet the whole or any part of the said prermses for any purpose, except for rental of hangar space or
tie-down space, w~thout the wntten consent of Lessor Lessor agrees that a will not unreasonably
w~thhold its approval of such sale, sublease, transfer, license, or assignment of the facflmes for the
airport related purposes, prowded however, that no such assignment, sublease, mmsfer, heense, sale
or otherwise shall be approved if the rental, fees or payments, received or charged are m excess of the
rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion of the prenuses
proposed to be assigned, subleased, transferred, licensed, or othervase The prowslons of tbas lease
shall remain bmdlng upon the assignees, if any, of Lessee
XII. INSURANCE
A REQUIRED INSURANCE Lessee shall maintain continuously in effect at all t~mes
during the term oftbas agreement, at Lessee's expense, the following insurance coverage
1 Comprehensive general liability covenng the leased premises, the Lessee or its
company, its personnel, end its operations on the mrport
2 3arcral~ hab~hty to cover all flight operations of Lessee
3 Fare and extended coverage for replacement value for all faclhtles used by the Lessee
e~ther as a part oftbas agreement or erected by the Lessee subsequent to tbas agreement
4 Llshthty insurance limits shall be m the following munmum amounts
Bodily InJury and Property Damage
One Mllhon Dollars ($1,000,000) combined single lunits on a per occurrence basis
5 All policies shall name the City of Denton as an additional named ~nsured and prowde
for a unmmum of thirty (30) days written not, ce to the City prior to the effective date of
any cancellation or lapse of such pohcy
6 All pohcles must be approved by the Lessor
7 The Lessor shall be provided with a copy of all such pohc~es and renewal ce~ficates
During the term of ttus lease, Lessor hereto reserves the right to adjust or increase the habfl~ty
insurance amounts reqmred of the Lessee, and to reqmre any addxt~onal rider, prows~ons, or
certificates of insurance, and Lessee hereby agrees to proxade any such insurance requirements as
may be reqmred by Lessor, provided however, that any requxrements shall be commensurate wxth
~nsurance reqmraments at other pubhc use mrports sunflar to the Denton Mumclpal .adrport m s~ze
and m scope of awat~on actxwtxes, located m the southwestern region of the United States Lessee
hereto agrees to comply w~th all increased or adjusted ~nsurance reqmrements that may be required
by the Lessor throughout the original or extended term of ttus lease, ~nclu&ng types of insurance and
monetary amounts or hm~ts of insurance, and to comply wxth said lusurance reqmrements w~tlun
s~xty (60) days following the receipt of a not,ce m writing from Lessor stating the increased or
adjusted insurance reqmrements Lessee shall have the right to maintain m force both types of
insurance and amounts of msuranee winch exceed Lassor's nummum insurance requlraments
In the event that State law should be amended to reqmre types of insurance and/or insurance
amounts winch exceed those of hke or samlar public use airports m the southwestern region of the
Umted States of America, then in such event, Lessor shall have the right to reqmre that Lessee
mamtmn m force types of insurance and/or amount of insurance as specified by State law
Fmlure of Lessee to comply w~th the maumum specified amounts or types of insurance as
reqmred by Lessor shall constxtute Lessee's default of this Lease
XIII. CANCELLATION BY LESSOR
In the event that Lessee shall file a voluntary petxt~on ~n bankruptcy or proceechngs m
bankruptcy shall be instituted against it and Lessee thereat~er ~s adjudicated bankrupt pursuant to
such proceedings, or any court shall take junsdmt~on of Lessee and xts assets pursuant to proceedxngs
brought under the provisions of any Federal reorgamzatlon act, or Lessee shall be d~vested of ~ts
estate hereto by other operatxon of law, or Lessee shall fall to perform, keep and observe any of the
terms, covenants, or cond~t~ous hereto contained, or on its part to be performed, the Lessor may give
Lessee written notice to correct such cond~tlon or cure such default and, xf any condition or default
shall continue for thn'ty (30) days after the receipt of such notice by Lessee, then Lessor may
term~nate~fins lease by written notme to Lessee In the event of default, Lessor has the right to
purchase any or all structures on the leased premxses under the provlslous of Scot,on vm Paragraph
C 4 (Cancellatton) hereof
XIV. CANCELLATION BY LESSEE
Lessee may cancel fins Agreement, m whole or part, and terminate all or any of~ts obhganons
hereunder at any t~me, by finrty (30) days written notme, upon or aider the happemng of any one of
the following events (1) ~ssuance by any court of competent junschction of a permanent ~njunction
m any way preventing or restralmng the use of smd mrport or any part thereof for mrport purposes,
(2) the breach by Lessor of any of the covenants or agreements contained hereto and the fmlure of
Lessor to remedy such breach for a period of ninety (90) days after receipt of a written not~ce of the
exlstenee of such breach, (3) the lnabthty of Lessee to use smd premises and facilities continuing for
a longer period than ninety (90) days due to any law or any order, rule or regulation of any
appropriate governmental authonty having junsihctmn over the operations of Lessor or due to war,
earthquake or other casualty, or (4) the assumption or recapture by the Umted States Government, or
any anthonzed agency thereof, of the mmntenance and operation of smd airport and faclht~es or any
substantial part or parts thereof
Upon the happemng of any of the four events hsted in the preceding paragraph, such that the
leased prermses cannot be used for awat~on purposes, then the Lessee may cancel tins lease as
aforesmd, or may elect to continue flus lease under ~ts terms, except, however, that the use of the
leased prewases shall not be hnuted to awatlon purposes, their use being only hm~ted by such laws
and ordmanees as may be applicable at that tune
XV. MISCELLANEOUS PROVISIONS
A ENTIRE AGREEMENT Ttus Agreement constitutes the entn:e understanding between
the partaes and as of its effective date supersedes all prior or independent Agreements between the
parhes covering the subject matter hereof Any change or mo&ficatlon hereof shall be m writing
s~gued by both partlas
B BINDING EFFECT All covenants, stapulat~ons and agreements hereto shall extend to,
brad and mute to the benefit of the legal representataves, successors and asSlguS of the respective par-
t~es hereto
C SEVERABILITY If a provmlon hereof shall be finally declared void or Hlegal by any
court or admlmstrat~ve agency having jurisdiction, the entire Agreement shall not be vmd, but the
remmmng prommons shall conttnue m effect as nearly as possible m accordance w~th the original
intent of the part, es
D NOTICE Any notme gtven by one party to the other m connection w~th flus agreement
shall be in writing and shall be dehvered personally or sent by certified mml, return receipt requested,
with postage and regmtratlon fees prapatd as follows
1 If to Lessor, addressed to
City Manager
C~ty of Denton
215 E McKanney Street
Denton, Texas 76201
2 IftoLessee, addressedto
Alan R~tchey, Ine
Post Office Box 249
Valley View, Texas 76272
Notices shall be deemed to have been receaved on the date of receapt as shown on the return
receapt or affidavit of person making personal dehvery
E HEADINGS The headings used in flus Agreement are antended for convemence of
reference only and do not define or lmut the scope or meaning of any provaslon of this Agreement
F GOVERNING LAW This Agreement as to be construed m accordance wath the laws of
the State of Texas
G NO WAIVER No watver by Lessor or Lessee of any default or breach of covenant or
term of this lease may be treated as a waiver of any subsequent default or breach of the same or any
other covenant or term of flus Agreement
H INDEPENDENT CONTRACTOR Dunng all times that flus Lease as m effect, the
parties agree that Lessee as and shall be deemed to be an independent contractor and operator and not
an agent or employee or the Lessor wath respect to their acts or omissions hereunder For all the
purposes hereunder, Lessee is and shall be deemed an independent contractor and it as mutually
agreed that notiung eontmned hereto shall be deemed or construed to constitute a parmership or jomt
venture between the pames
IN WITNESS WHEREOF, the partaes have executed this Agreement as of the day and year
first above written
CITY OF DENTON, TEXAS, LESSOR
BY j~
ATTEST~,
O ~{~. V~ALTEI~S, CITY SECRETARY
F DENTON, TEXAS
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
CITY OF DENTON, TEXAS
ALAN RITCHEY, INC, LESSEE
THE STATE OF TEXAS §
coum'¥ OF DENION §
Before me AI0fft-~c~qeq on flus day personally appeared
, known to ml or through, to be the
person whose name m subscribed to the foregoing instrument and acknowledged to that he executed
the same for the purposes and eonmderatmn thereto expressed
G~ven under my hand and seal of 91T~m ~/44~ day of [~q t/J/'CJn., , A D
N~)~RY PUBLIC, STATE OF TE~S
My Co~sslon Exp~es ~ - ~ ~ ~ ~
111[~~ MY COMMISSION ~PIaES Ii
Alan Ritchey Lease A~reement - Page 17
CITY OF DENTON, TEXAS
DENTON MUNICIPAL AIRPORT
June 8, 1998 TERMINAL BUILDING
5000 AIRPORT RD
DENTON TX 76207
Mr Alan Patchey
P O Box 249
Valley V~ew, TX 76272
Dear Mr R~tchey
TNs xs a follow up to my letter dated May 21, 1998 concermng the due date for your lease
payment
As stated m that letter, Section IV PAYMENTS, RENTALS AND FEES of your lease states all
payments are due on or before the first day of each and every month dunng the term of tNs
agreement It was the intent of the lease agreement that payments would be due on the 15th day
of each and every month dunng the term of th~s lease I have contacted the Cxty Attorney's
Office and was reformed that thru letter could serve as a notxficat~on that payment will be due on
the 15th of each and every month Upon your approval, a copy of tNs notification will be
attached to your file m flus office, the Cxty Attorney's Office, and the C~ty Secretary's Office
If you do not feel comfortable with th~s arrangement, please notify me at (940) 349-7702 and an
amendment to your lease can be made to correct the error I apologxze for any mconvemence
and look forward to working wxth you on your proposed development
Smcerely,
Mark Nelson
A~rport Manager
pc Lmda Ratllff, D~rector Economic Development
Appr°ved bY ~hey;~~~ '---
Alan R~tchey Inc~,,
Telephones (940) 349-7736 or 349-7702
Fax (940) 383- 7289
"Dedicated to Quality Serwce"