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AGENDA
City Council Airport Committee
Monday, June 5, 2017
After determining that a quorum is present, the Council Airport Committee of the Denton City
Council will convene in a regular meeting on Monday, June 5, 2017 at 10:30 a.m. in the City Hall,
City Hall Conference Room at 215 E.McKinney St.,Denton,Texas to consider the specific agenda
items listed below:
OPEN MEETING
1. Consider approval of minutes from the meeting held on April 12, 2017.
2. Receive a report, hold a discussion and make a recommendation to Denton City Council
on the BAM Denton Management Ventures, LLC lease and consider an assignment to
Sykes-Vaughan Investments, LLC.
3. Receive a report, hold a discussion and make a recommendation to Denton City Council
on the JR Almand Airport Lease Agreement and consider an assignment to CFD
International.
4. Receive a report, hold a discussion and make a recommendation to Denton City Council
regarding a proposed Amendment to the existing JR Almand Airport Lease Agreement to
authorize commercial aircraft maintenance to be performed in the hangar.
5. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the
Airport Committee of the Denton City Council or the public with specific factual
information or recitation of policy, or accept a proposal to place the matter on the agenda
for an upcoming meeting.
AND
Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of
community interest regarding which no action will be taken, to include: expressions of
thanks, congratulations, or condolence; information regarding holiday schedules; an
honorary or salutary recognition of a public official, public employee, or other citizen; a
reminder about an upcoming event organized or sponsored by the governing body;
information regarding a social,ceremonial,or community event organized or sponsored by
an entity other than the governing body that was attended or is scheduled to be attended by
a member of the governing body or an official or employee of the municipality; or an
announcement involving an imminent threat to the public health and safety of people in the
municipality that has arisen after the posting of the agenda.
6. Adjournment
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Council Airport Committee
June 5, 2017
CERTIFICATE
I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the
City of Denton, Texas, on the day of June, 2017 at o'clock(a.m.) (p.m.).
JENNIFER WALTERS, CITY SECRETARY
NOTE: THE CITY OF DENTON AIRPORT TERMINAL BUILDING IS ACCESSIBLE IN
ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL
PROVIDE SIGN LANGUAGE INTERPRETERS FOR HEARING IMPAIRED IF REQUESTED
AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE
CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATION DEVICES FOR
THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT A SIGN LANGUAGE
INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE.
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City Council Airport Committee
Wednesday April 12, 2017
DRAFT Meeting Minutes
After determining that a quorum is present, the Council Airport Committee of the Denton City
Council will convene in a regular meeting on Wednesday April 12th,2017,at 1:00 p.m. in the City
Hall, Council Chambers Work Session Room at 215 E. McKinney St., Denton, Texas to consider
the specific agenda items listed below:
PRESENT: Council Member and Chairman, Kathleen Wazny; Council Member Joey Hawkins;
and Mayor Chris Watts.
ABSENT: None
STAFF PRESENT: Deputy City Manager, Bryan Langley, Transportation Director, Mark
Nelson; Deputy City Attorney, John Knight; and Administrative Assistant and Recording
Secretary, Julie Mullins.
OTHERS PRESENT: Tony Montgomery and Ty Edwards, Edwards-Montgomery Partnership.
The meeting was called to order at 1:00 p.m. by Council Member and Chairman Kathleen
Wazny.
1. Consider approval of minutes from the meeting held on October 19, 2016.
Council Member Joey Hawkins made a motion to approve the minutes followed by a second
from Mayor, Council Member Chris Watts. The motion carried unanimously.
2. Receive a report, hold a discussion and make a recommendation regarding a request to
assign the JR Almand Airport Lease Agreement and to consider the expansion and
extension of the lease terms of the agreement.
Mr. Nelson gave a report on the Lease Assignment from the proposed buyers.
Edward/Montgomery Partnership would like to complete the assignment from Dr. JR
Almand to Edwards-Montgomery Partnership. Mr. Nelson is recommending the assignment
to be completed. Mr. Nelson said, Mr. Montgomery is currently a tenant and a good tenant.
Council Member Joey Hawkins asks how many years are left on the lease, Mr. Nelson
responded there are 8 years left. Kathleen Wazny asked Legal representative John Knight if
he has anything to say on this assignment; he said he has read over the documents. Mayor
Chris Watts asks if this item is going into close session; Mr.Nelson said no, the closed
session item is a policy issue.
Mayor Chris Watts made a motion to make a recommendation to City Council to approve the
Assignment of an Airport Lease Agreement from JR Almand, to Edwards-Montgomery
Partnership. A second was made by Council Member Joey Hawkins. The motion carried
unanimously.
5
The Council Airport Committee went into closed meeting at 1:09 p.m.
CLOSED SESSION
3. Deliberations Regarding Real Property - Under Texas Government Code Section
551.072;
Consultation with Attorneys—Under Texas Government Code, Section 551.071
Deliberate the purchase, exchange, lease or value of real property for the JR Almand Lease
at the Denton Enterprise Airport. Deliberation in an open meeting would have a
detrimental effect on the position of the City of Denton in negotiating with a third person.
Consultation with the City's attorneys regarding legal issues associated with the acquisition
of the real property interests described above where a discussion of these legal matters in
an open meeting would conflict with the duty of the City's attorneys to the City of Denton
and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct
of the State Bar of Texas, or would jeopardize the City's legal position in any
administrative proceeding or potential litigation, or where discussions had, deliberation,
and direction given, by the Denton City Council in an open meeting would have a
detrimental effect on the position of the governmental body in negotiations with a third
party.
The Council Airport Committee reconvened in an open meeting at 1:43 p.m.
No official action was necessary on Closed Meeting items.
4. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the
Airport Committee of the Denton City Council or the public with specific factual
information or recitation of policy,or accept a proposal to place the matter on the agenda
for an upcoming meeting.
AND
Under Section 551.0415 of the Texas Open Meetings Act,provide reports about items
of community interest regarding which no action will be taken,to include: expressions
of thanks, congratulations, or condolence; information regarding holiday schedules;
an honorary or salutary recognition of a public official, public employee, or other
citizen; a reminder about an upcoming event organized or sponsored by the
governing body; information regarding a social, ceremonial, or community event
organized or sponsored by an entity other than the governing body that was attended
or is scheduled to be attended by a member of the governing body or an official or
6
employee of the municipality; or an announcement involving an imminent threat to
the public health and safety of people in the municipality that has arisen after the
posting of the agenda.
No announcements were made.
5. Adjournment: 1:44 PM
KATHLEEN WAZNY
COMMITTEE CHAIR
CITY OF DENTON, TEXS
JULIE MULLINS
RECORDING SECRETARY
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Agenda Information Sheet
DEPARTMENT: Transportation
ACM: Mario Canizares
Date: June 5, 2017
SUBJECT
Receive a report, hold a discussion and make a recommendation to Denton City Council on the
BAM Denton Management Ventures, LLC lease and to consider an assignment to Sykes-Vaughan
Investments, LLC.
BACKGROUND
The BAM Denton Management Ventures lease agreement is a 40-year agreement dated August 4,
2015, effective September 1, 2015 to August 31, 2055. The lease has an option to negotiate an
amendment,modification, or enter into a new agreement prior to the expiration of this agreement.
The 137,473.86 square foot leasehold includes seven (7) parcels comprised of the Fixed Based
Operator (FBO) four (4) hangars, forty-six (46) T-hangars, and ramp at 5007 Airport Road, two
(2)hangars and ramp at 505 Warbird,three(3)hangars on Lots 104-105 east of the FBO facilities,
Terminal area tiedown ramp, and the self-service fuel facility.
Sykes-Vaughan Investments currently operates the US Aviation FBO and Flight Academy at the
Denton Airport. Sykes-Vaughan Investments has operated the FBO business since 2009. Sykes-
Vaughn Investments has indicated they wish to expand their presence at the Denton Airport and
BAM Denton Management Ventures desires to continue and expand their aircraft charter
operations through a sublease from Sykes-Vaughan Investments. This assignment will result in
providing one (1) full-service FBO at the Airport. The proposed assignment does not include any
renegotiated terms or conditions.
OPTIONS
1. Recommend to City Council the assignment of the lease agreement as requested by BAM
and assignee Sykes-Vaughan Investments, LLC.
2. Recommend assignment of the BAM lease to Sykes-Vaughn with additional direction.
3. Take no action at this time.
ESTIMATED SCHEDULE OF PROJECT
Should the Committee recommend assignment of the lease to City Council, this item could be
placed on Council Agenda for formal consideration and action on June 20, 2017.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Council approved the lease agreement on September 1, 2015, Ordinance 2015-259.
FISCAL INFORMATION
This property lease is for 707,048.24 square feet of land originally leased in 2015 for an annual
lease rate of$137,473.86. The current annual lease rate, which includes annual Consumer Price
Index adjustment, will be adjusted on August 1, 2017.
A transfer fee of$500 will be required by Assignor.
9
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve
its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA):
Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and
Family-Friendly Community; and Sustainability and Environmental Stewardship. While
individual items may support multiple KFAs, this specific City Council agenda item contributes
most directly to the following KFA and goal:
Related Key Focus Area: Economic Development
Related Goal: 1.1 Manage financial resources in a responsible manner
EXHIBITS
1. BAM site map
2. Request to assign May 22, 2017
3. BAM Airport Lease Agreement
Respectfully submitted:
Mark Nelson
Transportation Director
10
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Nelson, Mark A.
From: Damon Ward <dward@business-air.com>
Sent: Thursday, June 01, 2017 12:58 PM
To: Nelson, Mark A.
Subject: BAM Lease Assignment
Mark,
Pursuant to our meetings on May 22, 2017 and May 31, 2017, BAM Denton Management Ventures, LLC does wish to
assign its Airport Lease Agreement Fixed Base Operator dated August 4, 2015 to Sykes-Vaugh Investments, LLC.
Please let me know if you have any questions.
Best regards,
R. Damon Ward
CEO
BusinessAir
Dallas/Ft.Worth—Seattle—Bend—San Antonio
5007 Airport Rd.
Denton,Texas 76207
940-898-1200
i
12
BAM Denton Management Ventures,LLC
ORDINANCE NO. 2015-259
AN ORDINANCE APPROVING A FIXED BASE OPERATOR AIRPORT LEASE
AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND BAM DENTON
MANAGEMENT VENTURES, LLC; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF T14E CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute an airport
lease agreement between the City of Denton and BAM Denton Management Ventures, LLC in
substantially the form of the Fixed Base Operator Airport Lease Agreement which is attached to
and made a part of this ordinance for all purposes.
SECTIO....2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of .. r , t , ..m. , 2015.
.. ....... ....... .........
1 .
�l- WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ,,,,
A l I:;�. "' TO LEGAL FORM:
ANIT 11t.f LESS, CITY ATTORNEY
BY:
13
BAM Denton Management Ventures,LLC—August 2015
AIRPORT LEASE AGREEMENT
FIXED BASED OPERATOR
This Lease Agreement is made and executed to beeffective as of the Fourth day of
August, 2015 (the "Effective Date") at Denton, Texas, by and between the City of Denton,
Texas, a municipal corporation, hereinafter referred to as "Lessor", and BAM Denton
Management Ventures, LLC, a Texas limited liability company, hereinafter referred to as
"Lessee".
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Denton Enterprise Airport
(the"Airport")in the City of Denton, County of Denton, State of Texas; and
WHEREAS, Lessee is the current lessee pursuant to that certain Consent of Sale
Agreement dated October 29, 2014 for fixed base operations dated December 15, 2004 as
approved by Ordinance 2004-3 80 (the"Existing Lease"); and
WHEREAS, Lessee and Lessor desire to enter into this Lease Agreement (sometimes
called this "Lease Agreemenf', "Agreement", or "Lease") in order to extend and supercede
the Existing Lease subject to the terms and conditions contained in this Agreement; and
WHEREAS, pursuant to this Agreement Lessee is leasing the original 9.1 acres of
land as approved by City of Denton City Council Resolution R2001-063 dated October 16,
2001 and as described in Attachment "B" attached hereto and made a part hereof by
reference, and, Parcels A and B as described in Attachment"A" attached hereto and made a
part hereof by reference; and
WHEREAS, pursuant to this Agreement Lessee is also granted a lease of Parcels C
and D as described in Attachment"C" attached hereto and made a part hereof by reference;
and
WHEREAS, pursuant to this Agreement Lessee is leasing 2.519 acres of land as
approved by City of Denton City Council Ordinance 2005-376 dated December 13, 2005 as
subsequently amended and as described in Attachment "E" attached hereto and made a part
hereof by reference; and
WHEREAS, pursuant tothis Agreement Lessee is leasing 21,842 square feet of land
as approved by City of Denton City Council Ordinance 2007-063 dated March 27, 2007 as
described in Attachment"I"'attached hereto and made a part hereof by reference; and
WHEREAS, pursuant to this Agreement Lessee is leasing 1.338 acres of land as
approved by City of Denton City Council Ordinance 2010-194 dated August 17, 2010 as
described in Attachment"G"attached hereto and made a part hereof by reference;
14
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained in this Agreement,the parties agree as follows:
I. CONDITIONS OF LEASE 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 and related
activities for fin-nishing services to the public is granted to Lessee subject to Lessee
agreeing:
1. To furnish said services on a fair, equal and not unjustly discriminatory is
to all users thereof; and
2. To charge fair, reasonable and not unjustly discriminatory prices for each it
or service; provided, that Lessee may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price reductions
to volume purchasers.
B. NON-DISCRIMINATION: Lessee, for itself, its personal representatives,
successors, and assigns, as a part of the consideration hereof, does hereby
covenant and agree as a covenant running with the land that:
1. No person on the grounds of race, religion, color, sex, or national origin shall
be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of said facilities;
2. In the construction of any improvements on, over, or under such land and the
furnishing of services thereon, no person on the grounds of race, religion,
color, sex, or national origin shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination;
3. Lessee shall use the premises in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations, Department
of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimi-
nation in Federally assisted programs of the Department of Transportation -
Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may
be amended.
C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT. It is clearly
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 2
15
understood by Lessee that no right or privilege has been granted which would operate to
prevent any person, firm or corporation operating aircraft on the Airport from erfo i
y services on its own aircraft t its own regular employees (including, but not limited
to,maintenance and repair)that it may choose to perform.
D. NON-EXCLUSIVE T. It is understood agreed that nothing herein
contained shall e construed to grant or authorize the granting of an exclusive right within
e meaning of Title 49 U.S.C. Appendix §13 .
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 without
interference or hindrance.
2. Lessor shall be obligated to maintain and keep in good repair the landing area
of the Airport and all publicly owned facilities of the Airport,together with the
right to direct and control all activities of Lessee in this regard.
3. During time of war or national emergency, Lessor shall have the right to lease
the landing area or any part thereof to the United States Government for
military or naval use, and, if such lease is executed, the provisions of this
instrument insofar as they are inconsistent with the provisions of the lease to
the Government, shall be suspended.
. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, together with the right to
prevent Lessee from erecting, or permitting to be erected, any building or other
structure on or adjacent to the Airport which, in the opinion of Lessor, would
limit the usefulness or safety of the Airport or constitute a hazard to aircraft or
to aircraft navigation. Thehangar/office/shop complex as currently proposed
as provided in Section II. . does not violate this provision.
5. This Lease Agreement shall be subordinate to the provisions of any existing or
future agreement between Lessor and the United States or agency thereof,
relative to the operation or maintenance of the Airport.
II. LEASED PREMISES
Lessor, for and in consideration of the covenants and agreements herein contained, to
e kept by Lessee, and subject to the conditions contained herein, does hereby demise and
lease unto Lessee, and Lessee does hereby lease from Lessor, for the lease term described i
Article III, the following described land situated in the City of Denton, Denton County,
Texas:
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 3
16
A. Land. The same 9.1 acre tract or parcel of land leased to Lessee under the Existing
Lease, together with improvements thereon, which property is more particularly described
in Attachment `B" attached hereto and incorporated herein by reference (the "Existing
Parcel"); and, Parcels A and B as shown in Attachment "A" attached hereto and
incorporated herein by reference; and, Parcels C and D as described in Attachment "C"
attached hereto and incorporated herein by reference; and, the tract as shown in Attachment
"B" attached hereto and incorporated herein by reference; and, the tract as shown in
Attachment "F" attached hereto and incorporated herein by reference; and, the tract as
shown in Attachment "G" attached hereto and incorporated herein by reference, all of the
Attachments "A — F" which are referenced herein as 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.
B. Use of Fuel Farm. Subject to the requirements of V.B.I., Lessee shall have the
right of ingress and egress and use of the fuel farm which is located on property that is
particularly described in Attachment "D" attached hereto and made a part hereof by
reference (the "Fuel Farm"). Lessee may in its discretion provide for the installation of one
additional 12,000 gallon above ground fuel facility at the Fuel Farm.
C.IMPROVEMENTS PROVIDED BY LESSOR: The only improvements provided by
Lessor, except as set forth in Article II.F. "Access to Utilities" below, shall be as follows:
Lessor shall continue to maintain the FBO Apron as depicted on Attachment`B" (the"FBO
Apron"). All maintenance costs for the FBO Apron under $2,000.00 shall be borne by
Lessor. For maintenance costs of$2,000.00 or over the cost of materials will be shared 50-
50 with the Lessor being responsible for 100%of the labor costs.
The term "Lessor improvements" shall mean those things on or adjacent to the Leased
Premises belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise
noted herein, all Lessor improvements are and will remain the property of Lessor. All
Lessor improvements must be described in detail above, or above referenced and attached to
this Agreement in an exhibit approved by Lessor.
D. 1M:I1Rt.)°VEM1;FS PROVIDED BY LESSEE,
1. Construction of Upgrades.ades. The following improvements are currently located on the
Existing Parcel: Six buildings as more particularly described in Attachment "B"
attached hereto and made a part hereof by references (the "Existing
Improvements"). The Lessee shall have the right to renovate Building 2 as described
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 4
17
in Attachment `B" hereto and which is owned by the City of Denton provided the
changes to Building 2 shall be approved by Lessor prior to any rehabilitation.
2. Construction of Parcel D Improvements. On Parcel D as shown on Attachment
"C" hereto, Lessee shall construct a commercial hangar/office facility of not less than
10,000 square feet with a minimum door height of 28 feet and a minimum door width of 90
feet, minimum aircraft staging apron of 9,000 square feet and appropriate taxiway access to
Taxiway H ("Parcel D Improvements"). Construction of Parcel D Improvements shall be
commenced no later than 360 days after the Effective Date of this Agreement and
completed no later than 540 days after the Effective Date (the "Construction Period").
Construction of Parcel D Improvements are considered commenced upon issuance of a
building permit and construction of any portion of the hangar/office facility. Construction
of Parcel D Improvements are considered complete upon the issuance of a certificate of
occupancy for the entire hangar/office facility.
Notwithstanding anything contained in this Lease Agreement to the contrary, a
failure to complete the Parcel D Improvements within the Construction Period may, at
the sole option and discretion of the Lessor, result in the immediate termination and
cancellation of this Lease Agreement only as to Parcel D upon 30 days written notice
of cancellation to Lessee. In such case Lessee's rights under the Lease Agreement as
to Parcel D will immediately cease and be forfeited, and all of Parcel D Improvements
shall immediately become the property of Lessor at no cost, expense or other
compensation paid by Lessor to Lessee; and Lessee shall immediately vacate the
Parcel D. In such case this Lease Agreement will remain in force and effect as to all
other parcels and tracts described in Attachments A—G of this Agreement.
E. EASEMENTS. Lessor and Lessee by mutual agreement may establish, on the
Leased Premises, easements for public access on roads and taxiways.
F. ACCESS TO UTILITIES. Lessor represents that there are water, sewer and 3-
phase electricity lines within close proximity to the Leased Premises available to "tap-in" by
Lessee, and that the same are sufficient for usual and customary service on the Leased
Premises.
III. TERM
The term of this Lease Agreement shall be for a period of forty (40) years, com-
mencing on the 1 st day of September, 2015 and continuing through the 31 st day of August,
2055, unless earlier terminated or reduced under the provisions of the Lease Agreement(the
"Lease Term"). Lessee has the option to extend this lease under terms as provided in
Section VIII, C, 2 of this Agreement. The rental and terms to be negotiated for the option
term shall be reasonable and consistent with the then value, rentals and terms of similar
property on the Airport.
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 5
18
property on the Airport.
IV. PAYMENTS- RENTALS AND FEES
Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement,
the following payments,rentals and fees:
A. LAND RENTAL. Land rental shall be due and payable to Lessor in twelve (12)
equal monthly installments in the sums set forth below, on or before the I st day of
each and every of during the to of this Lease Agreement. Lessee has the
option to pay annual rentals and fees in whole on or before the I st day of October,
at the beginning of the City's fiscal year, each and every year of this Lease
Agreement.
Annual rent shall be a sum equal to $0.1942 per square foot annually for the land
area as described in Attachments "A - B" and Attachments "D - G" to this
Agreement. Monthly rental shall be 1/12th of the annual rent. However,
beginning August 1, 2017 the Original Rent will be adjusted in accordance with
Section IV.C.
Annual rent shall be a sum equal to $0.27 per square foot annually for the land
area described as Parcels C and D in Attachment "C" to this Agreement. Annual
rent for Parcel D as described in Attachment "C" shall not begin until the first of
the month following issuance of a building pen-nit for improvements as described
in Section II, D, 2 of this Agreement. Monthly rental shall be 1/12 1h of the annual
rent. However, beginning August 1, 2017 the Original Rent will be adjusted in
accordance with Section IV.C.
Notwithstanding the foregoing, the annual lease rental will be reduced by the current lease
rate per square foot, as adjusted by the CPI-U referenced in Section W.C.,times the number
of square feet comprising all easements established in accordance with Section II. ..
B. LESSOR IMPmmmROVEMENTS RENTALS. NONE: There are no Lessor
improvements on the Leased Premises.
C. PAY dENT 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 byte 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 Tenn on the basis of the proportion that the then
current United States Consumer Price Index for all urban consumers(CPI- )for the Dallas-
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 6
19
Fort Worth Bureau of Labor Statistics bears to the May 2015 index, which was 218.484
(1982-84 = 100). Each rental adjustment, if any, shall occur on the 16th day of June,
beginning 2017, and every second year thereafter on such date.
The adjustments in the yearly rent shall be determined by multiplying the Original
Rent by a fraction, the numerator of which is the index number for the last month prior to
the adjustment, and the denominator of which is the index number applicable at the
execution of this Lease Agreement. If the product of this multiplication is greater than
the Original Rent, Lessee shall pay this greater amount as the yearly rent until the time of
the next rental adjustment as called for in this section. If the product of this multiplication
is less than the Original Rent 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 in this section. In no event shall any rental adjustment called for
in this section result in an annual rent less than the previous year's annual rent. The
adjustment shall be limited so that the annual rental payment determined for any given
two-year period shall not exceed the annual rental payment calculated for the previous
CPI adjustment by more than twenty percent(20%)percent.
If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort
Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor
Statistics, is discontinued during the Lease Term, the remaining rental adjustments called
for in this section shall be made using the formula set forth above, but by substituting the
index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For
All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U
applicable to the Dallas-Fort Worth geographical region. If both the CPI-U for the Dallas-
Fort Worth geographical region and the U.S. City Average are discontinued during the
Lease Term, the remaining rental adjustments called for in this section shall be made using
the statistics of the Bureau of Labor Statistics of the United States Department of Labor that
are most nearly comparable to the CPI-U applicable to the Dallas-Fort Worth geographical
region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to
exist or ceases to publish statistics concerning the purchasing power of the consumer dollar
during the Lease Term, the remaining rental adjustments called for in this section shall be
made using the most nearly comparable statistics published by a recognized financial
authority selected by Lessor.
D. OTHER PAYMENT5.30 LESSOR.
1. Hangar and Tie-Down Fees. Lessee shall pay Lessor a percentage of all hangar
and tie-down rentals and fees collected by Lessee from persons renting facilities rendered to
Denton County Appraisal District as part of Lessee's Fixed Base Operator(FBO) service on
the Leased Premises. Such fees shall be equal to:
a. I I% of all hangar and tie-down fees through November 30, 2019.
b. 12% of all hangar and tie-down fees beginning December 1, 2019 through the
end of the Lease Term.
AIRPORT LEASE AGREEMENTBAM DENTON MANAGEMENT VENTURES - Page 7
20
All such fees shall be paid monthly to Lessor on or before the 15th day of each of
during the Lease Term. The fees shall be accompanied by records showing the date and
location on the Airport where the aircraft was hangared or parked and the tail number, or
side number, of the aircraft.
2. Fuel Fees.
Lessee shall pay Lessor a fuel flow fee for use of the Fuel Farm equal to 7% of
the wholesale price per gallon of all fuel used by Lessee through June 30, 2019.
Thereafter, through the end of the Lease Term an adjustment will be made based on a
market analysis as of June 30, 2019.
E. RECORDS. Lessee shall keep and maintain accurate records of wholesale
fuel delivered under this Agreement, and parking and hangar fees collected, for a period
oft ee (3) years from the date the record is made. Such records shall be kept according
to generally accepted accounting principles. Lessor or its duly authorized representatives
shall have the right at all reasonable times during business hours to inspect the books,
records and receipts of Lessee, for the purpose of verification.
F. ANNUAL STATEMENT. Within sixty (60) days after the end of each
calendar year, Lessee shall furnish to Lessor a certified statement of fuel deliveries, and
parking and hangar fees collected during the preceding calendar year. Lessor reserves the
right to audit said statement and Lessee's books and records, including examination of the
general ledger and all other supporting material, at any reasonable time during business
hours, for the purpose of verification.
If the audit establishes the Lessee has understated or overstated fuel sales, parking
fees, or hangar rentals collected by five percent (5%) or more, the entire expense of said
audit shall be borne by Lessee. Any additional payment due from Lessee shall forthwith
be paid to Lessor, with interest thereon at one percent (1%) per of from the date such
amount originally became payable to Lessor. Any overpayment by Lessee shall be
credited against her payments due to Lessor. Either party may refer the results of the
audit for resolution in accordance with Section W.G. (Disputes) below.
G. DISPUTES. If any dispute arises as to the amount owed from fuel
deliveries or hangar or parking fees collected, the party disputing the amount and/or fee
shall notify the other, in writing, within thirty (30) days from the date the dispute arises.
Upon notification of the dispute, the disputed amount shall be submitted to a panel of
three (3) certified public accountants, one to be selected by Lessor, one to be selected by
Lessee and the third to be chosen by the first two accountants selected. This panel shall,
by majority vote, determine the rights of the parties hereunder in conformity with
generally accepted accounting principles. The fees due the accountants for such service
shall be paid by the unsuccessful party, or in the event the determination is partially in
favor of each party, the fee shall be borne equally by the parties.
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 8
21
V. RIGHTS AND-OBLIGATIONSF LESSEE
A.USE OF LEASED PREMISES. Lessee is granted the non-exclusive privilege to
engage in or provide the following on the Leased Premises:
1. The right and privilege to engage in commercial aviation activities, hereby
defined as those activities which involve the sale of aviation services for profit
to the general public and shall include the maintenance and servicing of aircraft,
which right shall include overhauling, rebuilding, repairing, inspection, and
licensing of same and the purchase and sale of parts, equipment, and accessories
therefore.
2. The sale of aircraft fuels, lubricants, and propellants within the leased ea and
at such other areas that may be designated by the Airport Manager.
3. The storing of aircraft in hangars or on tie down areasowned or operated by
Lessees.
4. The sale of said fuels, lubricants, and propellants shall include the right to use
vehicles necessary for the servicing of aircraft.
5. The operation of a business of buying and selling, or renting new and used
aircraft, aircraft s, and accessories therefore, and aviation equipment of all
descriptions either at retail,wholesale, or as a dealer.
6. The operation and sale of aerial survey, photograph, mapping, and spraying
services. (However, spraying services shall at all times comply with
applicable local, state, and national regulations pertaining to aerial spraying.)
7. The operation and sale of air taxi and sightseeing services.
. The operation of schools for the instruction of the general public in flying,
navigation, mechanics, aerial survey, photography, aircraft designand/or
training of the general public in any art, science, craft, or skill pertaining
directly or indirectly to aircraft.
. The operation of non-scheduled and charter air transportation of passengers.
10. The sale through coin operated vending machines of tobacco, confections, and
refreshments and the maintenance on the leased premises of appropriate
facilities therefore.
11. The undertaking of any phase of aviation activity for profit related to or in any
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 9
22
way contributing to air transportation or aerial navigation, as long as such
activity in no way interferes or hinders any F.A.A. approved navigational aids
that may exist now or in the future at the Airport.
12. Ten years after the Effective Date of this Lease Agreement Lessee will begin
to pay a commission fee to Lessor for car rentals based on the then existing
market commission at similar sized airports.
13. The general use, in common with others authorized to do so, of all public
airport facilities and improvements which are now or may hereafter be
connected with or appurtenant to said Airport, except as hereinafter provided.
14. Ramp services, including loading and unloading of passengers, baggage, mail
and freight, and providing of ramp equipment, aircraft cleaning and other
services for persons, firms or air carriers.
No person, business or corporation other than Lessee may operate a commercial,
retail or industrial business upon the Leased Premises or upon the Airport, without prior
written consent from Lessor authorizing such commercial,retail or industrial activity.
Lessee shall be allowed to provide sleeping quarters and other accommodations
for use of an around-the-clock security guard. This provision shall not be construed to
allow family living on the leased premises, and it is expressly understood and agreed that
no permanent dwelling or domicile may be built, moved to or established on or within the
leased premises nor may the Lessee, its tenants, invitees, or guests be permitted to reside
or remain as a resident on or within the leased premises or other airport premises.
Lessee shall file with the Airport Manager and keep current its mailing address,
telephone number(s) and contacts where he can be reached in an emergency.
Lessee shall file with the Airport Manager and keep current a list of its tenants
and sub-lessees.
Lessee shall require its employees and sub-lessees (and sub-lessee's invitees) to
abide by the terms of this Agreement. Lessee agrees it shall promptly correct or remedy
any breaches of any rules, regulations, terms, conditions or covenants by its employees or
sub-lessees.
Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct
any services not specifically listed in this Lease Agreement. The use of the Leased Premises
by Lessee, its tenants, employees, invitees or guests shall be limited to only those private,
commercial, retail or industrial activities having to do with or related to airports and avia-
tion. Except as specifically authorized in this Lease Agreement, no person, business or
corporation may operate a commercial, retail or industrial business upon the Leased
Premises or upon the Airport without a lease or license from Lessor authorizing such
commercial, retail or industrial activity. The Lessor shall not unreasonably withhold
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 10
23
authorization to conduct aeronautical or related services.
B. REQ JIRED SERVICES. Lessee is required and is hereby granted thenon-
exclusive privilege to engage in the business of and provide the services of a full and
complete fixed base operator. It is expressly understood and agreedthat the non-exclusive
right to conduct aeronautical activities for furnishing services to the public, including the
delivery of fuel into aircraft is granted to the Lessee subject to the provisions set forth herein
and all applicable ordinances of the City of Denton. Lessee agrees to perform the following
services:
1 . Fuel: To have available those grades and octanes of aviation gasoline,jet fuel
and other petroleum products normally found at similar airports, and to
provide ramp services including the sale and into-plane delivery of those
aviation fuels, lubricants and other related aviation products, and to provide
aircraft guidance and assistance within a areas of the leased premises, at least
duringdaylight hours, sunrise to sunset, three hundred sixty-five (365) days
per year. All fuels shall meet minimum F.A.A. requirements for aviation ftiels
as set out in F.A.A. Circular 5230- , Aircraft fuel storage handling
dispensing, as the same may be revised, updated, or replaced by the F.A.A. or
e United tes Government. All fuels which are a nationally known brand
shall meet the terms of this requirement. All fuels shall be made available
either by tank truck, stationary pump or other suitable equipment approved by
e Fire Marshall of the City of Denton and the AirportManager; and i
accordance with the provisions of the Fire Code of the City of Denton. All
fueling operations and all fuel facilities owned or operated by the Lessee shall
be in compliance with e Minimum Fueling Standards Ordinance of the City
of Denton. All prices for fuels and other petroleum products shall be posted i
11 public view at all times. Lessee agrees that it shall locate any new fuel
storage tanks in compliance with all local, State and Federal codes and
regulations. Except for major system failure not caused by Lessee's neglect,
Lessee shall maintain the Fuel Farm and its equipment in good repair
including the replacement of normal wear and tear items and making TCEQ
upgrades. Lessee's privilege to use the Fuel Farm to meet its fuel obligations
der this Agreement may be rescinded by Lessor should fuel levels at the
Fuel Farm fall below 2,000 gallons for more than 45 days.
2, Ramp Services: To provide ramp servicing of, and assistance to, aircraft,
including parking, storage and tie-down service, to both based and itinerant
aircraft upon or within facilities leased to Lessee or other areas designated by
the Lessor, at least during the Required Hours of Operation.
3. Pilot Lo e: To provide a pilot lounge area, informational services, and
telephone service connections to the Flight Service Station at least during the
Required Hours of Operation.
. Hours of Operatio : FBO will be open 6 a.m. to 10 p.m. Monday through
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 11
24
Friday; 7:00 a.m. to 7:00 p.m. Saturday and Sunday, 35 days of the year.
However, FBO may close on the following holidays: Thanksgiving,
Christmas, New Year's Day, and 4h of July. Such hours of operations are
herein called the"Required ours of Operation".
5. Additional Services: Lessee may provide the following additional services:
a. Airframe and power plant repair (this service is the equivalent of
providing two services)
. Flight instruction/aircraft instruction/aircraft rental
c. Aircraft sales
. Air taxiand/or part 135 charter
e. Avionics and instrument shop/maintenance
f. Propeller repair
. Pilot shop
. Aircraft wash rack
i. Aircraft paint services
j. Aircraft upholstery
. Other commercial aeronautical services as approved by Airport
Management
C. STANDARDS., Lessee shall meet or exceed the following standards:
1. Address. Lessee shall file with the Airport Manager and keep current its
ailing addresses, telephone numbers and contacts where it can be reached i
an emergency.
2. List. Lessee shall file with the Airport Manager and keep current a list of its
tenants and sublessees.
3. Conduct. Lessee shall contractually require its employees and sublessees
slessee's invitees) to abide by the terms of this Lease Agreement. Lessee
shall promptly enforce its contractual rights in the event of a default of such
covenants.
. Utilities, Taxes and Fees. Lessee shall meet all expenses and payments i
connection with the use of the Leased Premises and the rights and privileges
herein granted, including the timely payment of utilities, taxes, permit fees,
license fees and assessments lawfully levied or assessed.
5. Laws. Lessee shall comply with all current and future federal, state and local
laws, rules and regulations which ay apply to the conduct of business
contemplated, including rules, regulations and ordinances promulgated y
Lessor, and Lessee shall keep in effect and post in a prominent place all
necessary and/or required licenses or permits.
AIRPORT LEASE AGREEMENT BAM DEN ON MANAGEMENT VENTURES - Page 12
25
6. Maintenance of Pro g . Lessee shall be responsible for the maintenance,
repair and upkeep of all property, buildings, structures improvements,
including the mowing or elimination of grass and other vegetation on the
Leased Premises, and shall keep the Leased Premises neat, clean i
respectable condition, free from any objectiol matter or thing, including
trash or debris. Lessee agrees not to utilize or permit others to utilize areas o
the Leased Premises which are located on the outside of any hangar or
building for the storage of wreckedor permanently disabled aircraft, aircraft
parts, automobiles, vehicles of any type, or any other equipment or items
whichwould distract from the appearance of the leased premises. Lessee
agrees that at no time shall the Leased Premises be used fora flea market type
sales operation.
7. Exterior Maintenance of Buildings. During the Lease Tenn, Lessor shall have
e right to require, not more than once every five years,that the metal exterior
of (s) and building(s) located on the Leased Premises be inspected to
identify any deterioration beyond normal wear. The Lessor may require
Lessee to repair said exteriors according to Lessor's reasonable specifications,
including paint and metalrestoration, if needed. Lessee shall complete any
repair in accordance with such specifications within one (1) year of receipt of
notice from Lessor. Lessee shall pay all costs and expenses involved in the
hangar or building restoration process.
. awwwww orizedw, se,,,of_Leasedw_Pre wwwwises. Lessee y not use y o the Leased
--
Premises for any use not authorized herein unless Lessor gives Lessee prior
written approval of such additional use. Without limiting the foregoing the
Leased Premises shall not be used for the operation of a motel, hotel,
restaurant, private club or bar, apartment house, storage of recreational
vehicles, automobiles, or marine vehicles, or for industrial, commercial, retail,
or other purposes,except as authorized herein.
9. wellias. It is expressly understood and agreedthat no dwelling or domicile
y be built, moved to or established on or within the Leased Premises nor
y lessee, its tenants, employees, invitees, or guests be permitted to reside or
remain as a resident on or within the Leased Premises or other Airport
premises. . Lessee may have a pilot lounge, including restroom and shower
facilities for use by flight crew and passengers.
10. Quit Possession. Lessee shall quit possession of the Leased Premises at the
end of the Lease Tenn or any renewal or extension thereof, or upon
cancellation or termination of the Lease Agreement, deliver up the Lease
Premises to Lessor in as good condition as existed when possession was taken
y Lessee, reasonable wear and tear excepted.
11. llnnd&emm . Lessee must indemnify, hold harmless and defend the Lessor, its
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 13
26
officers, agents and employees, from against liability for any and all
claims, liens, suits, demandsand/or actions for damages, injuries to persons
(including et ), property damage, (including loss of use), and expenses,
including court costs, attorneys' fees and other reasonable costs, occasioned
y 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 o , 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 i , o , 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
byte Lessee. The Lessee agrees that this indemnity provision applies to all
claims, suits, demands, and actions arising from all premise defects or
conditions.
............
_ w SSOR A LESSEE EXPRESSLY TEN.._.._. T......IS.
IT II T I LESSEE T I
AND
N P............... ....._.. ...............TECT THE
TT T S FROM THE C C THE
LESSOR'S 0........_� NEGLIGENCE WHILE LESSOR�IS PARTICIPATING
IN THIS LEASE mAGREEMENT WHERE THAT„NEGLIGENCE ISwww A
CONCURRING CAUS�4 OF ...`111Fv_INJURY, I l_. mm`R, �l Cv AQ1--,:
NO 1"WIT11ST N DING "1 [IE TERMS 0 F '1"111.; 1'I 1.dC.-EDI 'i
SENTENCES,� THIS
...�..�.INDEMNITY PROVISION TO
..�-w_w_w__�..............ESN T APPLY
ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND
LIABILITY JURY, DEATH, OR DAMAGE
FROM wd.��_mwmTHE SOLE NEGLIGENCE OF THE LESSOR.. OR ANY OF ITS
EMPLOYEES CONTRACTORS OR AGENTS UNMIXED WITH THE
FAULT OF ANYOTHER. PERSON OR ENTITY.
12. Chemicals. Lessee agrees to properly store,collect and dispose of all chemicals
and chemical residues; to properly store, confine, collect and dispose of all
paint, including paint spray in the atmosphere, and paint products; and to
comply with all Local, State and Federal regulations governing the storage,
handling or disposal of such chemicals and paints. Further, the Lessee shall be
solely responsible for all discharges, whether accidental or intentional, of any
chemical for the costs associated with the cleanup, re mediation
disposal of said chemicals.
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 14
27
13 .Hazardous Activities. Should Lessee violate any law, rule, restriction or
regulation of the City of Denton or the Federal Aviation Administration, or any
other regulatory authority, or should the Lessee engage in or permit other
persons or agents to engage in activities which could produce hazards or
obstruction to air navigation, obstructions to visibility or interference with any
aircraft navigational aid station or device, whether airborne or on the ground,
then Lessor shall state such violation in writingdeliver written notice to
Lessee or Lessee's agent on the Leased Premises, or to the person(s) on the
Leased Premises who are causing said violation(s), and upon delivery of such
written notice, Lessor shall have the right to demand that the person(s)
responsible for the violation(s) cease and desist from all such activity creating
the violation(s). In such event, Lessor shall have the right to demand that
corrective action, as required, be commenced immediately to restore the Leased
Premises into conformance with the particular law, rule or aeronautical
regulation being violated. Should Lessee, Lessee's agent, or the person(s)
responsible for the violation(s) fail to cease and desist from said violation(s)
and to immediately commence correcting the violation(s), and to complete said
corrections within twenty-four (2 ) hours following written notification, then
Lessor shall have the right to enter onto the Leased Premises and correct the
violation(s) at the sole cost and expense of Lessee, and Lessor shall not be
responsible for any damages incurred to any improvements on the Leased
Premises as a result of the corrective action process. In addition, such violation
shall be considered a material default by Lessee authorizing Lessor, at its sole
option and discretion, to immediately terminate and cancel this Lease
Agreement.
14 . Manager. Lessee shall select, appoint, and designate to Lessor in writing, a
full-time Manager of business at the Leased Premises. The manager shall be
vested with full power and authority to act in the name of Lessee with respect
to the method, manner and conduct of the operation of the fixed base services
to be provided under this agreement. The manager shall be available during
regular business hours and during themanager's absence, a duly authorized
subordinate shall be in charge and available during Required Hours of
Operation, and on an on-call basis during other hours of the day.
15 . Em to ees. Lessee shall provide, at its sole expense, the employees
necessary to provide effectively and efficiently the services required or
authorized in this Agreement. Lessee shall control the conduct, demeanor
and appearance of its employees, who shall possess such technical
qualifications and hold such certificates of qualification as may be required i
carrying out assigned duties. Lessee shall be responsible to supervise its
employees to assure a high standard of service to customers of the Lessee.
16. Charges by Lessee: The Lessee agrees to furnish all services on a fair, equal,
and not unjustly discriminatory basis to all users thereof, and to charge fair,
AIRPORT LEASE AGREEMENT BpoM DENT'ON MANAGEMEMI'vff3NTUR Es — :Page 15
28
reasonable, and not unjustly discriminatory prices for each it or service,
provided, however, that the Lessee may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price
reductions to volume purchasers.
17. PropeLty Appearance: Lessee shall at its sole cost and expense keep and
maintain the Leased Premises and all improvements, additions or alterations
thereto, equipment and landscaping constructed or installed upon the Leased
Premises, in first-class condition, which condition shall at all times be based on
a standard of care reflecting prudent property management.
D. SIGNS. No signs,posters, or other similar devices ("Signage") shall be placed on
the exterior of the Lease Improvements or on any portion of the Leased Premises or Airport
property without the or written approval of Lessor. Lessee, at its sole expense, shall be
responsible for the creation, installation and maintenance of all such Signage. Lessee shall
pay to Lessor any and all damages, injuries, or repairs resulting from the installation,
maintenance or repair of any such Signage. Any Signage placed on the Leased Premises
shall be maintained at all times in a safe, neat, sightly and good physical condition. All
signage shall be removed from the Leased Premises by Lessee immediately upon receipt of
instructions for removal of same from Lessor, including without limitation, upon expiration
or termination of this Lease Agreement. If Lessee fails to remove the Signage then Lessor
may do so at the sole cost and expense of Lessee. Lessee shall be permitted the right to
place two wall signs, no greater than thirty-two square feet each, identifying the commercial
hangar operation. All sign ages hall comply with all applicable ordinances including the
City of Denton sign ordinance."
E. ENTRY. Lessor and its designees shall have the right to enter the Leased
Premises upon reasonable advance notice (written or oral) and at any reasonable times for
the purposes of inspecting the Leased Premises, performing any work which Lessor elects
to perform under this Lease Agreement, and exhibiting the Leased Premises for sale,
lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do any
work, which under any other provision of this Lease Agreement Lessee is required to
perform, and any performance by Lessor shall not constitute a waiver of Lessee's default.
VI. COVENANTS BY LESSOR
Lessor hereby agrees as follows:
A. PEACEFUL ENJOYMENT. Upon on payment of all 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 herein
granted.
B. COMPLIANCE. Lessor warrants and represents that in the establishment,
construction and operation of the Airport, that Lessor has heretofore and at this time is
complying with all existing rules, regulations, and criteria distributed by the Federal
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 16
29
Aviation Administration, or any other governmental authority relating to and including, but
not limited to, noise abatement, air rights and easements over adjoining and contiguous
areas, over-flight in landing or takeoff, to the end that Lessee will not be legally liable for
y action of trespass or similar cause of action by virtue of any aerial operations o
adjoining property in the course of normal take-off and landing procedures from the
Airport; Lessor further warrants and represents that at all times during the Lease Tenn, or
y 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 this
Lease Agreement is subject to the following special terms and conditions.
RUNWAYS AND TAXIWAYS. ecase of the present sixty thousand (60,000)
poundcontinuous use weight bearing capacity of the taxiways, Lessee herein agrees to limit
all aeronautical activity including landing, take-off and taxiing, to aircraft having an actual
weight, including the weight of its fuel, of sixty thous (60,000)pounds or less,until such
time that the runway and designated taxiways on the Airport have been improved to handle
aircraft of such excessive weights. It is ftirther agreed that, based on qualifiedengineering
studies, the weight restrictions and provisions of this clause may be adjusted, up or down,
and that Lessee agrees to abide by any such changes or revisions as such studies may
dictate. "Aeronautical activity" referred to in this clause shall include any activity of the
Lessee or its agents or subcontractors, and its customers and invitees, but shall not include
those activities over which it has no solicitory part or control, such as an unsolicited or
scheduled oremergency landing. A patternof violating the provisions of this section on
0 or more occasions shall be sufficient to cause the immediate termination of this entire
Lease Agreement and subject Lessee to liability for any damages to the Airport that might
result.
VIII. LEASEHOLD_ IMPROVEMENTS
A. REQUIREMENTS: Before commencing e construction of any additional
improvements on the Leased Premises including the Parcel A Improvements (the "
Additional Lease Improvements"), Lessee shall submit:
1. Documentation, specifications, or design work, to be approved by the Lessor,
which shall establish that the improvements to be built or constructed upon the
Leased Premises are in conformance with the overall size, shape, color, quality
and design, in appearance and structure of the program established y Lessor
on the Airport.
2. All plans and specifications showing the location upon the Leased Premises of
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 17
30
the proposed construction improvements;
3. The estimated cost of such construction.
o construction ay commence until Lessor has approved the plans and
specifications and the location of the Lease Improvements, and the estimated costs of such
construction, Approval by the Lessor shall not be unreasonably withheld. Documentary
evidence of the actual cost of construction on public areas only (such as taxiways) shall be
delivered y Lessee to Lessor's City Manager from time to time as such costs are paid by
Lessee, and Lessor's City Manager or designee is hereby authorized to endorse upon a copy
oft this Lease Agreement filed with the City Secretary of Lessor such actual amounts as he
shall have found to have been paid by Lessee, and the findings of the City Manager when
endorsed y him upon said contract shall be conclusive upon all parties for all purposes o
this Lease Agreement.
o later than 30 days after completion oft e Additional Lease Improvements, Lessee
shall submit to Lessor detailed as built plans of the Additional Lease Improvements and
documentary evidence acceptable to Lessor evidencing the total cost to construct the Lease
Improvements ("Cost to Construct Lease Improvements").
B. ITIONAL CONSTRUCTION OR IMPROVEMENTS: Lessee is hereby
authorized to construct upon the Leased Premises, at its own cost and expense, buildings,
hangars, and structures, that Lessor and Lessee mutually agree are necessary for use i
connection i the operations authorized by this Lease Agreement, provided however,
Lessee shall comply with all of the requirements of Section VIII.A., above. Such additional
improvements shall be a part of the Additional Lease Improvements.
D. OWNERSHIP OF IMPROVEMENTS: The Existing Improvements except for
the hangar constructed y Lessee in 2003 and which is identified on Attachment
" " (the " 003 ") and all improvements as described in Attachment " "
e the property oft e Lessor. The 2003 Hangar and the Additional Lease
Improvements, when completed y Lessee, (the "Lease Improvements") shall
remain the property of Lessee during the Lease Term subject to the following
conditions,terms and provisions:
1. Removal of Buildip&s. No building or permanent fixture may be removed
from the Leased Premises except as providedin this Agreement.
2. Upon the termination of this Agreement, e er by expiration of the Tenn
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), all parts thereof, shall merge with the title o , or be
otherwise considered and deemeda part of the real property, ee and clear
of any claim of Lessee and all persons or entities claiming der or through
Lessee (including, without limitation, any holder of a leaseholdmortgage),
and shall become the property of Lessor;provided,however:
AIRPORT LEASE AGREEMENT BAM DENI'ON MANAGEMENT VENTURES - Page 18
31
(i) if Lessee is not then in default hereunder, Lessee shall have the right to
remove all personal property trade fixtures owned y Lessee from e
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 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
e completed o later than the last day of this Lease Agreement, whether
expired or earlier terminated, in whichevent 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.
3. 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.
. Nothing contained herein shall be construed to limit or prohibit Lessor and
Lessee from utually 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 s 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. y such action
shall be at the sole and absolute discretion of Lessor and Lessee.
I . SUBROGATION OF MORTGAGEE
Any person, corporation or institution that lends money to Lessee for construction
of any hangar, structure, building or improvement and retains a security interest in said
hangar, structure, building or improvement shall, upon default of Lessee's obligations to
said mortgagee, have the right to enter upon the Leased Premises and operate or manage
said hangar, structure, building or improvement according to the terms of this Lease
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES -- Page. 19
32
Agreement, for a period not to exceed the term of the mortgage with Lessee, or untilt e
loan is paid in full, whichever comes first, but in no event longer than the Lease Term. It
is expressly understood and agreed that the right of the mortgagee referred to herein is
limited restricted to those improvements constructed with funds borrowed from
mortgagee, those improvements chased with the borrowed funds, and those
improvements pledged to secure the refinancing of the improvements.
X. RIGHT--- OF EASEMENT
Lessor shall have the right to establish easements, at no cost to Lessee, upon the
Leased Premises for the purpose of providing underground utility services to, from or
across the Airport property or for the construction of public facilities on the Airport.
However, any such easements shall not interfere with Lessee's use of the Leased Premises
and Lessor shall restore the property tote original condition as is reasonable practicable
upon the installation of any utility services o , i , over or under any such easement at the
conclusion of such construction. Construction in or at the easement shall be completed
within a reasonable time.
I. ASSIGNMENT OF LEASE
Lessee expressly covenants that it will not assign this Lease Agreement, convey more
than fifty percent(50%) of the interest in its business,through the sale of stock or otherwise,
transfer, license, nor 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
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 relate
purposes; provided however, that no such assignment, sublease, transfer, license, sale or
otherwise shall be approved if the rental, fees or payments,received or charged are in excess
of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion
of the Leased Premises proposed to be assigned, subleased, transferred, licensed, or
otherwise. The provisions of this Lease Agreement shall remain binding upon the
assignees, if any, of Lessee.
II. I INSURANCE
A. I C Regardless of the activities contemplated under this
Lease Agreement, Lessee shall maintain continuously in effect at all times during the term
of this agreement, t Lessee's sole expense,the following minimuminsurance coverages:
1. Commercial (Public) General Liability covering the Lessee or its company, its
employees, agents, tenants and independent contractors, and its operations on the
airport. Coverage shall be in an amount not less t 1,000,00 per occurrence
and provide coverage for premises/operations and contractual liability AND where
exposure exists, coverage for: products/completed operations; explosion, collapse
and underground property age.
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 2 0
33
2. All risk property insurance on a replacement cost basis covering loss or damage to
all facilities used by the Lessee, either as a part of this agreement or erected by the
Lessee subsequent to this agreement. Under no circumstances shall the Lessor be
liable for any damages to fixtures, merchandise or other personal property of the
Lessee or its tenants.
3. Business Automobile Liability to include coverage for Owned/Leased Autos,Non-
Owned Autos and HiredCars:
For operation in aircraft movement areas the limit of liability shall be $100,000
per occurrence.
For other operations the limit of liability shall be consistent with the amount set
by State Law.
B. DITIONAL COVERAGES: In addition to the above referenced coverages, the
following insurance is required if the activity or exposure exists or is contemplated:
1. Aircraft Fuel/Oil Storage and Dispensing — Comprehensive Commercial (Public)
General Liability shall include coverage or separate coverage shall be provided for
nviro ental Impairment Liability.
2. Aircraft Sales or Aircraft Charter and Air Taxi—Aircraft Liability in the amount of
1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Passenger Liability in an amount of 100,000 per person(per passenger seat) shall
be provided.
3. Aircraft Rental or Flight Training - Aircraft Liability in the amount of$1,000,000
per occurrence to include Hull Coverage and Liability, Passenger Liability in the
amount of 100,000 per person (per passenger seat) and Student/Renter Liability
covering all users in the amount of$500,000 per occurrence.
4. Specialized Commercial Flying (including crop dusting, seeding, and spraying,
banner towing and aerial advertising, aerial photography and surveying, fire
fighting, power line or pipe line patrol) - Aircraft Liability in the amount of
1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Passenger Liability in an amount of $100,000 per person (per passenger seat)
shall be provided.
5. Aircraft Storage, Maintenance and/or Repair - Aircraft Liability in the amount
of $1,000,000 per occurrence to include Hull Coverage and Liability. In
addition, Hanger Keepers Liability in the amount of $500,000 per occurrence
shall be provided. The requirement for Hangar Keepers Liability shall not
apply to individual owner/operators whose primary use of the hangar space is
the storage of their own aircraft. The requirement does not apply to such
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 21
34
individuals notwithstanding the fact that they may, from time to time, permit
the storage of non-owned aircraft in the hangar space and charge a fee for the
storage of such aircraft so long as such use is in the nature of a rent-sharing
agreement rather than a commercial aircraft storage business.
C. COVERAGE REQUIREMENTS: All insurance coverages shall comply with the
following requirements:
1. All liability policies shall name the City of Denton, and its officers and employees
as an additional named insured provide fora minimum of 30 days written
notice to the City of any cancellation or material change to the policy.
2. All insurance required by this Lease Agreement st be issued by a company or
companies of sound and adequate financial responsibility and authorized to do
business in the State of Texas. All policies are subject to the examination
approval of the City's office of Risk Management for their adequacy as to content,
form of protection and providing company.
3. Required insurance narning the City as an additional insured st be primary
insurance and not contributing with any other insurance available to the City
whether from a third party liability policy or other. Said limits of insurance shall in
o way limit the liability of the Lessee hereunder.
. The Lessor shall be provided with a copy of all such policies and renewal
certificates. Failure of Lessee to comply with the minimum specified amounts or
types of insurance as required by Lessor shall constitute Lessee's default of this
Lease Agreement.
5. During the Lease Tenn, or any extension thereof, Lessor herein reserves the right
to, with 60 days notice, adjust or increase the liability insurance amounts required
of the Lessee, and to require any additional rider, provisions, or certificates of
insurance, and Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor; provided however, that any requirements shall be
commensurate with insurance requirements at other public use airports similar to
the Denton Municipal Airport in size and in scope of aviation activities, located in
the Southwestern region of the United States.
III. CANCELLATION BY LESSOR
In the event that Lessee shall file a voluntary petition in bankruptcy or
proceedings in bankruptcy shall be instituted against it and Lessee thereafter is
adjudicated bankrupt pursuant to such proceedings, or any court shall take jurisdiction of
Lessee and its assets pursuant to proceedings brought under the provisions of any Federal
reorganization act, or Lessee shall be divested of its estate herein by other operation of
law; or Lessee shall fail to perform, keep and observe any of the terms, covenants, or
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 22
35
conditions herein contained, or on its part to be performed, the Lessor may give Lessee
written notice to correct such condition or cure such default and, if any condition or
default shall continue for thirty (30) days after the receipt of such notice by Lessee, then
Lessor may terminate this Lease Agreement by written notice to Lessee. However, if
Lessee provides written notice to Lessor within said 30 day cure period that it is impossible
to cure such default within said time period, then the Lessor may consent to an extension of
such time to cure, which consent will not be unreasonably withheld. In the event of
default, Lessor has the right topurchase any or all of the Lease Improvements under the
provisions of Section VIII.C.4. hereof.
XIV. CANCELLATION BY LESSEE
Lessee may cancel this Lease Agreement, in whole or part, and terminate all or any of
its obligations hereunder at any time, by thirty (30) days written notice, upon or after the
happening of any one of the following events: (1) issuance by any court of competent juris-
diction of a permanent injunction in any way preventing or restraining the use of the Airport
or any part thereof for airport purposes; (2) the breach by Lessor of any of the covenants or
agreements contained herein and the failure of Lessor to remedy such breach for a period of
ninety (90) days after receipt of a written notice of the existence of such breach; (3) the
inability of Lessee to use the Lease 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 authority having jurisdiction over the operations of Lessor or due towar,
earthquake or other casualty; or (4) the assumption or recapture by the United States
Government, or any authorized agency thereof, of the maintenance and operation of said
airport and facilities or any substantial part or parts thereof.
Upon the happening of any of the four events listed in the preceding paragraph, such
that the Leased Premises cannot be used for aviation purposes, then the Lessee may cancel
this Lease Agreement as aforesaid, or may elect to continue this Lease Agreement under its
terms, except, however, that the use of the Leased Premises shall not be limited to aviation
purposes, their use being only limited by such laws and ordinances as may be applicable at
that time.
Should Lessor close the Airport and relocate the Airport to another location during the
primary to of this Lease Agreement, Lessee shall have the right to relocate its facilities to
the new airport at a suitable location under the same or similar terms of this Lease
Agreement. The cost of relocation of Lessee's facilities will be shared by Lessor and Lessee
in proportion to the number of years remaining on the primary to of this Lease
Agreement. In this regard Lessor will be responsible for 1/30 of the such costs for every
year remaining on the primary term.
XV. MISCELLAN_mmmmmEOUS PROVISIONS
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 23
36
A. EN"TIRE................AG
A'GREEMENT. This Lease Agreement constitutes the entire
understanding between the parties and as of its Effective Date supersedes all prior or
independent Agreements between the parties covering the subject matter hereof. Any
change or modification hereof shall be in writing signed by both parties.
B. BINDING EFFECT. All covenants, stipulations and agreements herein shall
extend to, bind and inure to the benefit of the legal representatives, successors and assigns
of the respective parties hereto.
C. SEVERABILITY. If a provision hereof shall be finally declared void or illegal by
any court or administrative agency having jurisdiction,the entire Lease Agreement shall not
be void; but the remaining provisions shall continue in effect as nearly as possible in
accordance with the original intent of the parties.
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:
City Manager
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Fax No.940.349.8596
2. If to Lessee, addressed to:
Chief Executive Officer
BAM Denton Management Ventures, L.L.C.
5007 Airport Road
Denton, Texas 76207
Phone (940) 898-1200
Fax No. (940) 382-5602
E. HEADINGS. The headings used in this Lease Agreement are intended for
convenience of reference only and do not define or limit the scope or meaning of any
provision oft is Agreement.
F. GOVERNING LAW ANDmm_VENUE. This Lease Agreement is to be construed in
accordance with the laws of the State of Texas and is fully performable in Denton County,
Texas. Exclusive venue for any lawsuit to enforce the terms or conditions of this Lease
Agreement shall be a court of competent jurisdiction in Denton County, Texas.
G. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 24
37
covenant or term of this Lease Agreement may be treated as a waiver of any subsequent
default or breach of the same or any other covenant or term of this Lease Agreement.
H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties
agree that Lessee is and shall not be deemed an agent or employee of the Lessor.
I. FORCE MAJEURE. None of the Parties shall be in default or otherwise liable for
any delay in or failure of performance under this Lease Agreement if such delay or failure
arises by any reason beyond their reasonable control, including any act of God, any acts of
the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots,
failures or delay in transportation or communications. However, lack of funds shall not be
deemed to be a reason beyond a Party's reasonable control. The Parties will promptly inform
and consult with each other as to any of the above causes, which in their judgment may or
could be the cause of a delay in the performance of this Lease Agreement.
J. SUPERCEDES EXISTING LEASE. This Lease Agreement supercedes and takes
the place of the Existing Lease as approved by City of Denton Ordinance 2004-380 in its
entirety.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the
Effective Date first above written.
CITY OF DENTON, TEXAS,LESSOR
Gf MQ L fb"<C. C ,CvG`11B1!,1A,, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�u k
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
tz� ---—1-------------
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 25
38
BAM Denton Management Ventures, L.L.C.,
a Texas Limited Liability Company
BY:
DAMONmWARD t:F
ACKNOWLEDGMENTS
THE STATE OF TEXAS §
COUNTY OF DENTON §
This iii:sllunient was acknowledged bef'ore ine oti the; play of 2015, b
George C. Caiiipbell, City Managet- o [lies City of Denton, Texall, on behalf cif said
municipality.
Notary��Ns ific,state P� PUBLIC, STATE OF TEXAS v
awe C;aTM rnm� ^aeon X kes 1 r"w[Y
µ Wine 27m
THE STATE OF TEXAS §
COUNTY OF DENTON §
'l:"his itianjine�t Nvas�acktxo ledg d Before me oti the � ,�la.y of�. � ��.. �.� tlf by
Damon Ward, CEO, BAM Denton Management Ventures, I d.l . "., a Texalki ited liability,
company, on behalf of said company.
nwary FrrNe
...
set
Ex ins•Oytny�1• „-......
n NOT lY I LIE >l ", l' 11: OF TEXAS
AIRPORT LEASE AGREEMENT BAM DENTON MANAGEMENT VENTURES - Page 2 6
39
THIS PAGE INTENTIONALLY LEFT BLANK
40
Agenda Information Sheet
DEPARTMENT: Transportation
ACM: Mario Canizares
Date: June 5, 2017
SUBJECT
Receive a report,hold a discussion and make a recommendation to Denton City Council on the JR
Almand Airport Lease Agreement and to consider an assignment to CFD International.
BACKGROUND
The Dr. JR Almand lease agreement is a 25-year agreement dated April 18, 1989, effective May
1, 1989 to April 30,2015. The lease had an option to extend for two, five-year terms to April 2025
which were executed in 2015. The 31,319 square foot leasehold is located at 5088 Sabre Lane on
the north end of the Airport with leasehold improvements that include a 12,000 square foot hangar,
aircraft parking ramp and access taxiway to Taxiway Alpha.
Airport staff has been advised through Dr. JR Almand' s attorney, Kenneth A. Herridge, that he
has developed a sales agreement with a third party, CFD International(CFDI),to assign or sell his
client's existing Denton Enterprise Airport leasehold agreement and related improvements. In
May,Almand entered into a tentative agreement with Edwards-Montgomery to assign the Almand
leasehold contingent on an extension of the existing lease and potential expansion of the leased
area. Mr. Herridge has advised the agreement with Edwards-Montgomery is no longer valid.
CFDI is an aircraft maintenance operation that has been in business at the Denton Airport for over
five years. CFDI has indicated they wish to expand their presence at the Denton Airport and has
indicated they intend to make certain improvements to the facility to include access taxiway and
aircraft ramp enhancements as well as aesthetic enhancements to the facility. CFDI has also
indicated a desire to seek an extension of the lease via renegotiated terms at a future date. The
proposed assignment will require a change to paragraph V. Rights and Obligations of Lessee to
allow for commercial maintenance to be conducted in the hangar which is amenable to Airport
staff.
OPTIONS
1. Recommend to City Council the assignment of the lease agreement as requested by Dr. JR
Almand and assignee CFD International.
2. Recommend assignment of the Almand lease to CFD International with additional
direction.
3. Take no action at this time.
ESTIMATED SCHEDULE OF PROJECT
Should the Committee recommend assignment of the lease to City Council, this item could be
placed on Council Agenda for formal consideration and action on June 20, 2017.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Council approved the lease agreement on April 18, 1989, Resolution 89-031.
41
FISCAL INFORMATION
This property lease is for 31,319.64 square feet of land originally leased in 1989 for an annual
lease rate of $2,505.57. The current annual lease rate, which includes annual Consumer Price
Index adjustment, is $4,741.80 or$0.15 per square foot.
A transfer fee of$500 will be required by Assignor.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve
its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA):
Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and
Family-Friendly Community; and Sustainability and Environmental Stewardship. While
individual items may support multiple KFAs, this specific City Council agenda item contributes
most directly to the following KFA and goal:
Related Key Focus Area: Economic Development
Related Goal: 1.1 Manage financial resources in a responsible manner
EXHIBITS
1. JR Almand site map
2. Request to assign dated May 30, 2017
3. JR Almand Airport Lease Agreement
Respectfully submitted:
Mark Nelson
Transportation Director
42
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Nelson, Mark A.
From: Bill Gordon <bill.gordon@cfdintl.com>
Sent: Tuesday, May 30, 2017 2:23 PM
To: Nelson, Mark A.
Cc: Ken Herridge; Lynn Mary; Betsan
Subject: Re: Hangar Lease of Dr. James Almand
Dear Mr. Nelson, this message confirms our teleconference of a few minutes ago. We have verbal agreement
with Dr. Almand through his attorney Kenneth A. Herridge to purchase Dr Almand's hanger and to assume the
remainder of his lease with the city.
As you may be aware, CFD Aero has been doing maintenance on aircraft in the DTO and North Texas area for
over five years. We intend, with the purchase of this asset and the assumption of the lease, that our business at
DTO airport will increase over the years. Currently we service and maintain all aircraft types from single-
engine up to and including twin engine business jets.
We will accept the assumption of lease on the same terms as current with Dr. Almand with the hope that over
the next several years we may negotiate a mutually favorable long-term lease with the city to continue aircraft
business operations in Denton for many years to come.
I copied my business partner, Mrs. Betty Sanderson, on this email. Please feel free to contact her regarding any
details of our business that you may need. We hope to close this transaction expeditiously in the interest of Dr.
Almand's family and estate and in order to move efffciently to the hew Tacili y.
Working with the city, we intend to widen the current ramp to the hangar in order to properly handle the
aircraft. We also will do various additional upgrades to improve the functionality of the property as well as the
drive up/runway appeal.
Please let me know if I can provide any additional information. We look forward to meeting with you and
concluding this transaction as expeditiously as possible. Thank you.
Best Regards, Bill
William F. Gordon, Brig Gen(Ret) USAF
Chairman, CFD International
m: 972.762.9641
Bill.Gordon@cfdintl.com
On May 30, 2017, at 12:23 PM, Ken Herridge <kenherridge@att.net> wrote:
Mr. Nelson, this will confirm our telephone conversation that I represent Dr. James Almand in
matters related to his hangar at the Denton Airport and Dr. Almand wishes to assign his lease to
CDFI Aero. Bill Gordon is one of the principals of CDFI and will contact you soon, if not
already, concerning this matter.
Anything you can do to help expedite this would definitely be appreciated.
Thank you.
Kenneth A. Herridge, Attorney at Law, P. O. Box 638, Edgewood, Tx. 75117. (214) 761-
1710. FAX(903) 896-7575. IMPORTANT/CONFIDENTIAL: This message my contain
i
44
information from the law firm of Kenneth A. Herridge, which may be privileged, confidential,
and exempt from disclosure under applicable law.
2
45
AIRPORT LEASE BETWEEN THE
CITY OF DENTON AND-J. R. ALMAND, M. D.
This agree hereinafter refer ed to as "Lease" is made and
executed this - f day of 1989 , at Denton, Texas,
by and between the CITY OF DE ON, a municipal corporation of the
State of Texas, hereinafter referrp,d'to as "Lessor" , and J. R.
ALMAND, M.D. , having i4ff principal offices at Carrier
✓ Parkway & Dalworth Street, Grand Prairie, Texas, hereinafter
referred to as "Lessee" .
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Denton
Municipal Airport ("Airport") in the City of Denton, County of
Denton, State of Texas; and
WHEREAS, Lessee desires to' lease land on the Airport and
construct . and maintain an aircraft storage hangar and associated
facilities thereon;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Lease, the parties agree as
follows:
I. CONDITIONS OF LEASE
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED,
THE LANGUAGE IN PARAGRAPHS A THROUGH B OF THIS SECTION SHALL BE
BINDING.
A. Non-Discrimination. The Lessee, for itself, its personal
representatives, successors in interest, and assigns, as a part of
the consideration hereof, does hereby covenant and agree as a
covenant running with the land that:
(1) In the construction of any improvements on, over, or
under such land and the furnishing of services thereon,
no person on the grounds of race, religion, color, sex,
or national origin shall be excluded from participation
in, denied the benefits of, or otherwise be subjected
to discrimination.
(2) The Lessee, shall use the Premises incompliance with
all requirements imposed by or pursuant to Title 49,
Code of Federal Regulations, Department' of Transpor-
46
t
tation, Subtitle A, office of the Secretary, Part 21,
Non-discrimination in Federally Assisted Programs of
the Department of Transportation-Effectual of Title VI
of the Civil Rights Act of 1964 , and as said
Regulations may be amended.
In the event of breach of any of the above non-discriminatory
covenants, Lessor shall have the right to terminate the Lease and
to reenter and repossess said land and the facilities thereon, and
hold the same as if said Lease had never been made or issued. This
provision does not become effective until the procedures of 49 CFR
Part 21, as amended, are followed and completed, including
expiration of appeal rights.
B. 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 view of the Lessee, and
without interference or hindrance.
(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 aircraft above the
surface of the Premises described herein, together with
the right to cause in said airspace such noise as may
be inherent in the operation of aircraft now known or
hereafter used, for navigation of or flight in the said
airspace, and for use of said airspace for landing on,
taking off from, or operating on the Airport.
(3) Lessor-=shall be obligated to maintain and keep in
repair the landing area of the Airport and shall have
the right to direct and control all activities of
Lessee in this regard.
(4) During time of war or national emergency, Lessor shall
have the right to lease the landing area or any part
thereof to the United States Government for military
or naval use, and, if such lease is executed, the
provisions of this instrument insofar as they are
inconsistent with the provisions 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 Airport against obstruction, together with the
right to prevent Lessee from erecting, or permitting
to be 'erected, any building or other structure on or
ALMAND LEASE/Page 2
47
4
adjacent to the Airport which, in the opinion of the
Lessor, wou' d limit the usefulness or safety of the
Airport or constitute a hazard to aircraft or to
aircraft navigation.
(6) This Lease shall be subordinate to the provisions of
any existing or future agreement between Lessor and the
United States or agency thereof, relative to the
operation or maintenance of the Airport.
II. LEASED PREMISES
Lessor, for and in consideration of the covenants and
agreements herein contained to be kept by Lessee, does lease to
Lessee, and Lessee does hereby lease from Lessor the tract of land
as shown in Attachment "A", attached hereto and incorporated herein
by reference, described as follows:
All that certain tract or parcel of land situated in the
Thomas Toby Survey, Abstract Number 1285, Denton County,
Texas, and being part of a tract shown by deed to City
of' Denton, recorded in Volume 304, Page 503 , Deed Records
of Denton County, Texas, and being more particularly
described as follows:
BEGINNING at a found half inch rebar at a point North 17
degrees 07 minutes 10 seconds East 1618. 05 feet from a
concrete monument marked DTO-B-1979;
THENCE North 01 degrees 26 minutes 06 seconds East a
distance of 198. 12 feet to a set half inch rebar;
THENCE South 88 degrees 33 minutes 54 seconds East a
distance of 180. 00 feet to a set half inch rebar;
THENCE South 01 degrees 26 minutes 06 seconds West a
distance of 150.00 feet to a set half inch rebar;
THENCE South 76 degrees 28 minutes 03 seconds West a
distance of 186. 32 feet to the Point of Beginning,
containing in all 0.719 acres of land.
For the purposes of this Lease, the term "Premises" shall mean
the property located within the land described above.
ALMAND LEASE/Page 3
48
y
III . TERM
The term of this Lease shall be for a period of twenty-five
(25) years, commencing on the lst day of May, 1989 , and continuing
through the 30th day of April, 2015, unless earlier terminated
under the provisions of the Lease. Lessee shall have the right and
option to extend the term of this Lease for two additional five (5)
year terms after the expiration of the initial twenty-five (25)
year term. Should Lessee desire to exercise either such option,
Lessee shall give written notice thereof to Lessor at least one
hundred eighty (180) days prior to the expiration of the initial
term or first additional five-year term of this Lease, whichever
the case may be. In the event Lessee fails to give written notice
within the required time, the option to extend shall automatically
terminate. In the event Lessee timely exercises the option to
extend, this Lease shall be extended for an additional five-year
term upon the same terms and conditions provided for in this Lease. .
IV. RENTALS AND PAYMENTS
Lessee covenants and agrees to pay to Lessor, as consideration
for this Lease, payments and rentals and fees as follows:
A. First Year Rent. Lessee shall pay to the Lessor rent for
the use and occupancy of the Premises for the first year of this
Lease the sum of eight cents (8c�) per square foot per year, for a
total of Two Thousand Five Hundred Five Dollars and Fifty-seven
Cents ($2 , 505.57) , to be paid in twelve (12) equal monthly
installments in the sum of Two Hundred Eight Dollars and Eighty
Cents ($208. 80) per month. The first monthly payment should be
prorated for the number of days remaining in the month after the
effective date of this Lease.
B. Annual Rental Adjustments. For subsequent years the yearly
rental shall be based an the All Urban Consumer Price Index (CPI-U)
for the Dallas/Fort Worth, Texas, Standard Metropolitan Statistical
Area, as compiled by the U.S. Department of Labor, Bureau of Labor
Statistics, using 1967 - 100 as the base period. The rental for
years subsequent to the initial year of this Lease, including any
year in any additional term provided for in this Lease, shall be
computed. by dividing the sum of $2 , 505.57, the amount of rent for
the- initial year of the Lease, by the index number for January
1989, which is the first month of the initial year of , the Lease,
then multiplying that amount by the index number of the month
immediately preceding the initial month of each subsequent year of
the Lease. The annual rental so calculated for each subsequent
ALMAND LEASE/Page 4
49
year shall be paid in twelve ( 12 ) equal monthly installments as
provided herein.
C. Payment and Pen5_ltY. All payments made hereunder by Lessee
shall be made to Lessor at the offices of the Finance Department
of the Lessor of Denton, Accounts Receivable, 215 E. McKinney,
Denton, Texas 76201, unless Lessee is notified to the contrary in
writing by Lessor. All monthly rental payments, other than the
first monthly rental , shall be due and payable on or before the
first day of each month and shall be paid by Lessee without demand
or notice from Lessor. The first monthly rental payment shall be
due and payable within ten (10) days of the effective date of this
Lease. All rental amounts paid by Lessee after the tenth (10) day
of the month will be delinquent and shall include an additional
monetary amount (penalty) which shall equal five percent (5%) of
the rental amount due. Failure of Lessee to pay the five percent
(5%) monetary penalty on delinquent rent shall constitute an event
of default of this Lease.
V. RIGHTS AND OBLIGATIONS OF LESSEE
A. Use of Premises. Lessee is granted the right to use the
Premises for the storage, maintenance, and repair of aircraft owned,
and operated by the Lessee and Lessee 's family or invitees. Lessee
may not use any portion of the Premises for any use not authorized
by this Lease, including any industrial, commercial or retail
business or any other business operations which furnish or provide
any product or service to the general public or other lessees of
Airport property. No permanent dwelling or domicile may be built,
moved to or established on or within the Premises nor may the
Lessee, its tenants, invitees, or guests be permitted to reside or
remain as a resident on or within the Premises or other Airport
Premises.
B. General Acgessemi es. Subject - to the reasonable
rules, regulations, or directives of Lessor, Lessee shall, in
common with others so authorized, have the nonexclusive right and
privilege over and through the Airport property and the right of
ingress to and egress from the Premises for its employees, agents,
guests, and invitees, suppliers of materials and furnishers of
services.
C. Standards. During the Lease term, Lessee shall comply with
the following requirements and standards:
(1) address. Lessee shall file with the Airport Manager
and keep current its mailing address , telephone
number(s) and contacts where its authorized official
ALMAND LEASE/Page 5
50
can be reached in an emergency.
(2) List of Tenants . Lessee shall file with the Airport
Manager and keep current a list of any tenants or
sublessee authorized by this Lease and shall
contractually require its tenants and sublessee to
abide by the terms of this Lease. Lessee shall
promptly enforce its contractual rights in the event
of a default of such covenants.
(3) Utilities Ta es And Fees. Lessee shall meet all
expenses and payments in connection with the use and
occupancy of the Premises and the rights and privileges
herein granted, including the timely payments of
utilities, taxes, permit fees, license fees and
assessments lawfully levied or assessed. Lessee herein
agrees to timely pay to all lawful taxing authorities
an ad valorem property tax on all improvements
constructed by the Lessee on the Premises, and to .
comply with all tax laws pertaining to the Premises,
including those promulgated in the future.
(4) Rules . Regulations and Restrictions. Lessee shall
comply with all laws, codes, ordinances, rules, and
regulations, either existing or those promulgated in
the future, by the Lessor, the County of Denton, the
State of Texas, the United States of America, and the
Federal Aviation Administration, or their successors
applicable to the Premises or use thereof. Lessee' s
use of the Premises shall at all times be in compliance
with and subject to any covenants, restrictions, and
conditions of record pertaining to the use and
occupancy of the Premises.
Lessee shall not operate or permit the operation of any
transmitter devices, electrical signal producers, or
machinery on the Premises which could interfere with
the electronic aircraft navigation aids or devices
located on or off Airport property. Lessee shall not
be permitted to engage in any business or operation on
the Premises which would produce obstructions to
visibility or violate height restrictions as set forth
by the Federal Aviation Administration or the Lessor.
(5) Height Restriction And Airspace Protection. The Lessee
agrees for itself, its successors, and assigns to
restrict the height of structures, objects of natural
growth and other obstructions on the Premises to a
height as established in City of Denton ordinance 81-1,
ALMAND LEASE/Page 6
51
as the same may be amended from time-to-time. The
Lessee also agrees for itself, its successors, and
assigns to prevent any use of the Premises which would
interfere with landing or taking off of aircraft at the
Airport, or otherwise constitute an airport hazard.
Lessee hereby forfeits all claims to aviation rights
over the Premises.
(6) Maintenance. Lessee shall be responsible for all
maintenance and repair of the Premises, including
buildings, structures, grounds, pavements, and
utilities. Lessee shall be responsible for grass
cutting, collection and removal of trash and for such
other maintenance requirements as may arise. Lessee
agrees to keep the Premises, together with all
improvements, in a safe, clean and attractive condition
at all times. Lessee shall not change the original
color or texture of the exterior walls of any
structures or improvements without the written consent '
from Lessor.
(a) Painting of Buildings. During the original term
of this Lease and during each extension, Lessor,
shall have the right to require, not more than
once every five years, that the exterior of each
hangar or building located on the Premises be
reviewed by the Airport Board for the purpose of
determining whether painting of the exteriors of
such buildings or hangars is necessary. If the
Airport Board determines painting is necessary, it
shall furnish a recommendation to this effect to
the City Council . The Council, may, upon the
Board's recommendation, require Lessee to repaint
said exteriors according to Lessor's specifications
(to specify color of paint, quality of paint,
number of applications, quality of workmanship and
the year and month in which each hangar or building
is to be painted, if needed) . Lessee shall
complete the painting in accordance with such
specifications within six (6) months of receipt of
notice from Lessor. Lessee agrees to pay all costs
of the required painting. Failure of Lessee to
complete the painting required by Lessor's City
Council within the six (6) month period shall
constitute Lessee' s default under this Lease.
(b) storage. Lessee shall not utilize or permit others
to utilize areas on the Premises which are located
on the outside of any hangar or building for the
ALMAND LEASE/Page 7
52
storage of wrecked or permanently disabled air-
craft, aircraft parts, automobiles, vehicles of
any type, or any other equipment or items which
would distract from the appearance of the Premises.
(7 ) Quit Possession. Lessee shall quit possession of the
Premises at the end of the primary term of this Lease
or any renewal or extension thereof, and deliver up the
Premises to Lessor in as good condition as existed when
possession was taken by Lessee, reasonable wear and
tear excepted.
(8) Chemicals. Lessee shall properly store, collect and
dispose . of all chemicals and chemical residues;
properly store, confine, collect and dispose of all
paint, including paint spray in the atmosphere, and
paint products; and comply with all local, state and
federal laws and regulations governing the storage,
handling or disposal of chemicals and paints . Lessee'
shall not utilized, -store, dispose, or transport any
material, fluids, solids or gaseous substances on the
Premises. which are considered by the Environmental
Protection Agency to be a hazard to the health of the
general public and undertake any activity on the
Premises that would produce noxious odors.
(9) Sians. Lessee shall have the right, at its own
expense, to place in or on the Premises signs
identifying Lessee. The signs shall be of a size,
shape and design, and at a location or locations,
approved by the Lessor and in conformance with any
overall directional graphics or sign program
established by Lessor on the Airport. The signs shall
be maintained in repair. Notwithstanding any other
provision of this Lease, the signs shall remain the
property of Lessee. Lessee shall remove, at its
expense, all lettering, signs and placards so erected
on the Premises at the expiration of the term of this
Lease or extensions thereof.
(10) Use of Runways and Taxiways. That because of the
present sixty thousand (60, 000) pound continuous use
weight bearing capacity of the runway and taxiways of
the Airport, Lessee shall limit all aeronautical
activity including landing, take-off and taxiing, to
aircraft 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 taxiways
on the Airport have been improved to handle aircraft
ALMAND LEASE/Page 8
53
of a greater weight. Based on qualified engineering
studies, the .;eight restrictions and provisions may
be adjusted up or down by Lessor and Lessee agrees to
abide by any such changes or revisions as such studies
may dictate. "Aeronautical Activity" referred to in
this clause shall include that activity of the Lessee,
its agents, subcontractors, and invitees. Should
Lessee negligently disregard the provisions of this
section, Lessor may immediately terminate this Lease.
Lessee agrees to pay to Lessor upon demand for any
damage, as determined by Lessor, to Airport property
that results from a violation of this section.
(11) Parking. The parking of motor vehicles on Airport
property by Lessee, Lessee' s guests or invitees, shall
be subject to any regulations, restrictions or
directions imposed by Lessor.
C. Connection to Utilities. Lessor may connect to any exist-
ing water mains serving the Premises, in accordance with and upon
payment of any tap or connection fees, as specified by Lessor's
ordinances applicable to utility _customers, provided, however,
Lessee shall not be liable to 'Lessor for any water or sewer p*o :r
rata payments as "a -result of'the,'connection's made.
D. Nbatement of Violations. Should Lessee violate any law,
rule, restriction or regulation of the Lessor of Denton or the
Federal Aviation Administration, or should the Lessee engage in or
permit other persons or agents to engage in activities which could
produce hazards or obstruction to air navigation, obstructions to
visibility or irL.tearference with any aircraft navigational aid
station or device, either airborne or on the ground, then Lessor
shall state such violation in writing and deliver written notice
t�., Lessee or Lessee's agent on the Premises, or to the person on
the Premises who are causing said violation, and upon delivery of
such written notice, Lessor shall have the right to demand that the
person responsible for the violation cease and desist from all such
activity creating the violation. In such event, Lessor shall have
the right to demand that corrective action, as required, be
commenced immediately to restore the Premises into conformance with
the particular law, rule or aeronautical regulation being violated.
Should Lessee, Lessee' s agent, or the person responsible for the
violation fail to cease and desist from said violation and to
immediately commence correcting the violation, and to complete said
corrections within twenty-four (24) hours following written
notification, then Lessor shall have the right to enter on to the
Premises and correct the violation, and Lessor shall not be
responsible for any damages incurred to any improvements on the
Premises as a result of the corrective action process. Lessor
ALMAND LEASE/Page 9
54
shall submit an invoice to Lessee for the cost of the repairs and
Lessee shall pay said invoice within thirty (30) days.
E. Recording of_ Z,ease. within thirty (30) days after the date
of execution of this Lease, Lessee shall at its own expense record
a copy of this Lease in the Real Property Records of Denton County,
Texas, a copy of which recorded lease shall be provided to Lessor.
VI. RIGHTS AND OBLIGATIONS OF LESSOR
A. Improvements Provided By Lessor. Within sixty (60) days of
the effective date of this Lease, Lessor shall construct and
install, at Lessor' s expense, an extension to the existing
underground stormwater drainage pipe located on the Premises, so
that the stormwater drainage pipe will extend beyond the boundaries
of the Premises.
B. 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 Premises and all rights and privileges herein granted..
C. CoMpliance. Lessor warrants and represents that in the
establishment, construction and operation of the Airport, that,
Lessor has heretofore and at this time is complying with all
existing rules, regulations, and criteria distributed by the
Federal Aviation Administration, or any other governmental
authority relating to and including, but not limited to, noise
abatement, air rights and easements over adjoining and contiguous
areas, over-flight in landing or takeoff, to the end that Lessee
will not be legally liable for any action of trespass or similar
cause of action by virtue of any aerial operations over adjoining
property in the course of normal takeoff and landing procedures
from the Airport. Lessor further warrants and represents that at
all times during the term hereof, or any renewal or extension of
same, that it will continue to comply with the foregoing.
D. Easements, Lessor shall have the right to establish
easements, at no cost to Lessee, upon the Premises for the purpose
of providing utility services to, from, or across the Airport
property or for the construction of public facilities on the
Airport. However, any such easements shall not interfere with
Lessee's use of the Premises and Lessor shall restore the property
to its original condition upon the installation of any utility
services on, in, over or under any such easement at the conclusion
of such construction. Lessee shall not have the right to levy
fees, charges, or receive any compensation for any exercised right
of easement by Lessor or Lessor' s authorized agent.
ALMAND LEASE/Page 10
55
fees, Lessor shall approve or disapprove the plat and plans.
Should Lessor fail to approve or disapprove of the required plat
or plans within the sixty (60) days, the plat and plans shall be
deemed approved. Should the Lessor timely disapprove the plat or
plans, it shall give notice to the Lessee of the reason for the
disapproval . No construction of any improvements shall begin until
and unless the plans and specifications are approved by Lessor.
D. Airplane Taxiway Access .
(1) Taxiway Improvements by Lessee. The Lessee acknow-
ledges that on the effective date of this Lease, there
are no existing taxiway improvements to serve the
Premises and that Lessee shall be responsible, at no
cost to Lessor, of providing any necessary taxiway
improvements which are necessary to serve the Premises.
The area designated as "taxiway" on attachment "A"
shall be the general area used, as more specifically
designated by Lessor, to provide for taxiway access to
serve the Premises. . Prior to beginning the taxiway
improvements, the plans therefore shall be submitted
and approved in accordance with the provisions for
other leasehold improvements.
(2) Maintenance and Use of Taxiway Provided by Lessee.
Lessee shall be responsible for the maintenance of the
taxiway access provided, and shall keep the taxiway in
good condition, free of obstructions and defects. The
use of the improved taxiway access shall be subject to
the reasonable rules, regulations, or directives of
essor.
E. ow Lnership of Improvements. All buildings and improvements
constructed upon the Premises by Lessee shall remain the property
of Lessee throughout the term of the Lease, except as otherwise
provided in this Lease. All buildings and improvements of whatever
nature remaining upon the Premises at the end of the primary term,
or any extension thereof, of this Lease shall automatically become
the property of Lessor absolutely in fee without any cost to
Lessor.
F. Right of Lessor to Purchase Hangar or Building. In the
event that Lessee should elect to sell hangars or buildings and
other improvements situated upon the Premises at the time Lessor
has the authority to do so, Lessor shall first be offered the right
to purchase the improvements at a value determined by having such
improvements appraised by three appraisers, one appointed by
Lessor, one appointed by Lessee, and one appointed by the two
appraisers. The costs of the appraisal shall be paid by Lessor.
ALMAND LEASE/Page 12
56
Within sixty (60) days of the delivery of a written appraisal
report by the appraisers to Lessor, shall notify Lessee in writing
of its decision to purchase all or part of the hangers or buildings
to be sold. If Lessor exercises its right to purchase, it shall
make payment to Lessee of the appraised value of the buildings or
hangers to be purchased within thirty (30) days of the written
notice.
G. Removal of Hangars or Buildings. In the event that Lessee
should remove any building or hangar from the Premises, where such
removal is authorized by this Lease, Lessee herein agrees to comply
with the following terms:
(1) Prior to commencing the hangar or building removal
process., the Lessee and Lessor shall agree on the best
method to remove the building, including where to cut
water lines, electrical wire, plumbing and other
fixtures or utilities, so as to cut said fixtures to
allow the future use of these fixtures.
(2) The building shall be removed completely from the
surface of the concrete slab and up, with the exception
of cut utility lines. All interior fixtures shall be
removed .including sinks, commodes, dividing walls and
all other items or fixtures that would prevent the
concrete slab from being as free as possible from all
obstructions.
(3) Removal of hangars or buildings shall begin and be
completed prior to Lessee' s designated termination
date.
(4) The hangar or building slab, the aircraft parking
apron, the taxiway, and all other improvements on the
Premises shall remain on the Premises and shall become
the property of the Lessor without costs to Lessor.
(5) Lessee shall be responsible for the removal of all
refuse and debris from the Premises prior to vacating
the Premises.
(6) Lessee shall be responsible for all costs involved in
the removal of the hangar or building, including costs
of permits or fees.
(7) Lessee shall be responsible for any damage caused to
any improvements on the Premises during the building
or hangar removal process, and Lessee herein agrees to
repair or replace, at Lessee's expense, any improve-
ALMAND LEASE/Page 13
57
ments damaged by Lessee during the removal of said
structures.
VIII. SUBROGATION OF MORTGAGEE
Lessee shall have the right tQ place a first mortgage lien
upon its leasehold in an amount not to exceed eighty percent (80%)
of the cost of the capital improvements. The terms and conditions
of such mortgage loan shall be subject to the approval of Lessor
and Lessee shall submit copies of the loan documents, including the
loan application, to Lessor. Lender' s duties and rights are as
follows:
(1) The Lender shall have the right, in case of default, to
assume the rights and obligations of Lessee herein and
become a substituted Lessee, with the further right to
assign the Lessee ' s interest to a third party, subject to
approval of 'Lessor. Lender' s obligations under this Lease
as substituted Lessee shall cease upon assignment to a
third party as approved by Lessor.
(2) As a condition precedent to the exercise of the . right '
granted to lender by this paragraph, Lender shall notify
Lessor of all action taken by it in the event payments on
such loans shall become delinquent. Lender shall also
notify Lessor, in writing, on any change in the identity
or address of the Lender.
(3) All notices required by the Lease to be given by Lessor
to Lessee shall also be given by Lessor to Lender at the
same time and in the same manner provided Lessor has been
furnished with written notice of Lender's interest and
its address. Such notice shall be given to the City
Secretary and the Airport Manager. Upon receipt of such
notice, Lender shall have the same rights as Lessee to
correct any default.
IX. INSURANCE
A. Lessee shall maintain continuously in effect at all times
during the term of this Lease or any extension thereof, at Lessee's
expense, the following insurance coverage:
(1) Comprehensive General Liability Insurance covering the
Premises, the Lessee, its personnel and its operations
on the Airport, for bodily injury and property damage
ALMAND LEASE/Page 14
58
in the minimum amount of $250, 000, combined single
limits on a per occurrence basis.
(2) Fire and extended coverage for replacement value for
all facilities used by the Lessee either as a part of
this Lease or erected by the Lessee subsequent to the
execution of this Lease .
B. All policies shall be issued by a company authorized to do
business in the State of Texas, be approved by the Lessor, copies
of which shall be provided to Lessor. The policies shall name the
Lessor as an additional named insured and shall provide for a
minimum of thirty (30) days written notice to the Lessor prior to
the effective date of any cancellation or lapse of such policies .
C. During the original or extended term of this Lease, Lessor
herein reserves the right to adjust or increase the liability
insurance amounts required of the Lessee, and to require any .
additional rider, provisions, or certificates of insurance, and
Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor; provided however, that any requirements
shall be commensurate with insurance requirements at other public
use airports similar to the Airport in size and in scope of,
aviation activities, located in the southwestern region of the
United States. For the purpose of this Lease, the Southwestern
region of the United States shall be the states classified as the
Southwestern region by the Federal Aviation Administration.
D. Lessee herein agrees to comply with all increased or
adjusted insurance requirements that may be required by the Lessor
throughout the original or extended term of this Lease, including
types of insurance and monetary amounts or limits of insurance, and
to comply with said insurance requirements within sixty (50) days
following receipt of a notice in writing from Lessor stating the
increased or adjusted insurance requirements. Lessee shall have
the right to maintain in force types of insurance and amounts of
insurance which exceed Lessor' s minimum insurance requirements.
E. in the event that State law should be amended to require
types of insurance or insurance amounts which exceed those of like
or similar public use airports in the southwestern region of the
United States of America, then in such event, Lessor shall have
the right to require that Lessee maintain in force types of
insurance or the amount of insurance as specified by State Law.
ALMAND LEASE/Page 15
59
X. INDEMNITY
A. Lessee agrees to indemnify and hold harmless Lessor and its
agents, employees, and representatives from and against all lia-
bility for any and all claims, suits, demands, or actions arising
from or based upon intentional or negligent acts or omissions on
the part of Lessee, its agents, representatives, employees, mem-
bers, patrons , visitors, contractors and subcontractors, or
sublessees, if any, which may arise out of or result from Lessee ' s
occupancy or use of the Premises or activities conducted in
connection with or incidental to this Lease.
B. This Indemnity Provision extends to any and all such
claims, suits, demands, or actions regardless of the type of relief
sought thereby, and whether such relief is in the form of damages,
judgments, and costs -and reasonable attorney's fees and expenses,
or any other legal or equitable form of remedy. This Indemnity
Provision shall apply regardless of the nature of the injury or
harm alleged, whether for injury or death to persons or damage to
property, and whether such claims be alleged at common law, or
statutory, or constitutional claims, or otherwise. This Indemnity
Provision shall apply whether the basis for the claim, suit,
demand, or action may be attributable in whole or in part to the ,
Lessee, or to any of its agents, representatives, employees,
members, patrons, visitors, contractors, and subcontractors, or
sublessees, if any, or to anyone directly or indirectly employed
by any of them.
C. This Indemnity Provision also extends to any claim or
liability for harm, injury, or any damaging events which are
directly or indirectly attributable to premise defects or
conditions which may now exist or which may hereafter arise upon
the Premises, any and all such defects being expressly waived by
Lessee. Lessee understands and agrees that this Indemnity
Provision shall apply to any and all claims, suits, demands, or
actions based upon or arising from any such claim asserted by or
on behalf of Lessee or any of its members, patrons, visitors,
agents, employees, contractors and subcontractors, or sublessees,
if any.
D. It is expressly understood and agreed that the Lessor shall
not be liable or responsible for the negligence of Lessee, its
agents, servants, employees or sublessees, if any. Lessee further
agrees that it shall at all times exercise reasonable precautions
for the safety of, and shall be solely responsible for the safety
of its agents, representatives, employees, members, patrons,
visitors, contractors and subcontractors, sublessees, if any, and
other persons, as well as for the protection of supplies and
equipment and the property of Lessee or other persons.
ALMAND LEASE/Page 16
60
E. Lessee and Lessor each agree to give the other party prompt
and timely notice of any such claim made or suit instituted which
in any way, directly or indirectly, contingently or otherwise,
affects or might affect the Lessee or the Lessor. Lessee further
agrees that this Indemnity Provision shall be considered as an
additional remedy to Lessor and not an exclusive remedy.
XI. CANCELLATION BY LESSOR
All the terms, restrictions, covenants, and conditions
pertaining to the use and occupancy of the Premises are conditions
of this Lease and the failure of the Lessee to comply with any of
the terms, conditions, restrictions, covenants, and conditions
shall be considered a default of this Lease, and upon default, the
Lessor shall have the right to invoke any one or all of the
following remedies.
A. Should Lessee fail to pay the monthly rental amounts or "
fees prescribed in this Lease, such failure shall constitute a
default of this Lease, and Lessor may give written notice to Lessee
of Lessee 's failure to pay and demand payment in accordance with
the Lease terms. Should Lessee fail to pay the monthly rental
amount within twenty (20) days following receipt of written notice
from Lessor, then Lessor may terminate this Lease.
B. In the event that Lessee fails to comply with any other
terms, conditions, restrictions and covenants pertaining to this
Lease, Lessor shall give Lessee notice of said breach, and request
Lessee to cure or correct the same. Should Lessee fail to correct
said violation(s) or breach within thirty (30) days following
receipt of said notice, then Lessor shall have the right to
terminate this Lease. Should this Lease be terminated by Lessor
for failure of Lessee to correct said breach or violation within
the thirty (30) day cure time, Lessee shall forfeit all rights to
all improvements on the Premises and all improvements on the
Premises shall become the property of the Lessor.
C. In addition to termination of this Lease for the breach of
terms and conditions herein, the Lessor shall have the right to
terminate this Lease for the following reasons:
(1) In the event that Lessee shall file a voluntary
petition in bankruptcy or proceedings in bankruptcy
shall be instituted against Lessee and Lessee
thereafter is adjudicated bankrupt pursuant to such
proceedings, or any court shall take jurisdiction of
Lessee and its assets pursuant to proceedings brought
under the provisions of any federal reorganization act;
ALMAND LEASE/Page 17
61
or if a receiver shall take jurisdiction of Lessee and
its assets pursuant to proceedings brought under the
provisions of any federal reorganization act; or if a
receiver for Lessee ' s assets is appointed.
(2) In the event that Lessee should make an assignment of
this Lease, for any reason, without the approval of and
written consent from Lessor.
D. Upon termination or cancellation of this Lease and provided
all monies due Lessor have been paid, Lessee shall have the right
to remove its personal property, provided such removal does not
cause damage to any part of the hangar, structure or improvements.
Lessee shall remove all personal property from the Premises within
ten (10) days after the termination. If Lessee fails to remove
its personal property as agreed, Lessor may elect to retain
possession of such property or may sell the same and keep the
proceeds, or may have such property removed at the expense of
Lessee.
Where, upon termination of the Lease, the fixed improvements
become .the property. of Lessor as provided herein, Lessee shall
repair, at its own expense, any damage to the fixed improvements,,
resulting from the removal of personal property and shall leave
the Premises in a neat and clean condition with all other
improvements in pace.
E. Failure of Lessor to declare this Lease terminated upon the
default of Lessee for any of the reasons set out shall not operate
to bar, destroy, or waive the right of Lessor to cancel this Lease
by reason of any subsequent violation of the terms hereof. The
acceptance of rentals and fees by Lessor for any period or periods
after a default of any of the terms, covenants, and conditions
herein contained to be performed, kept, and observed by Lessee
shall not be deemed a waiver of any rights on the part of the
Lessor to cancel this Lease for failure by Lessee to so perform,
keep or observe any of the terms, covenants or conditions hereof
to be performed, kept and observed.
XII. CANCELLATION BY LESSEE
Lessee may cancel this Lease, in whole or part, and terminate
all or any of its obligations hereunder at any time, by thirty (30)
days written notice, upon or after the happening of any one of the
following events:
(1) issuance by any court of preventing or restraining the
use of said Airport or any part thereof for Airport
ALMAND LEASE/Page 18
62
purposes;
(2 ) the breach by Lessor of any of the covenants or agreements
contained herein and the failure of Lessor to remedy such
breach for a period of ninety (90) days after receipt of
a written notice of the existence of such breach;
(3) the inability of Lessee to use the 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 authority having jurisdiction
over the operations of Lessor or due to war, earthquake
or other casualty; or
(4) the assumption or recapture by the United States Govern-
ment or any authorized agency thereof of the Premises for
the maintenance and operation of said Airport and
facilities or any substantial part or parts thereof.
Upon the happening of any of the four, events listed in the
preceding paragraph, such that the Premises cannot be used for
authorized purposes, then Lessee may cancel this Lease as
aforesaid, or may elect to continue this Lease under its terms.
XIII . MISCELLANEOUS PROVISIONS
A. Entire Agreement. This Lease constitutes the entire
understanding between the parties and as of its effective date
supersedes all prior or independent agreements between the parties
covering the subject matter hereof. Any change or modification
hereof shall be in writing signed by both parties.
B. Subletting or Assignment. The Lessee shall not rent, or
sublease the Premises, or any portion thereof, or assign this
Lease, without prior written consent of the Lessor. If approved
by Lessor, any tenant, sublessee, or assignee shall be subject to
the same conditions, obligations and terms as set forth herein.
c. Lease Binding on Successors and Assigns. All covenants,
agreements, provisions and conditions of this Lease shall be
binding upon and inure to the benefit of the respective parties
hereto and their"legal representatives, successors or assigns. No
modification of this Lease shall be binding upon either party
unless written and signed by both parties.
D. Effect -of Condemnation. If the whole or any part of the
Premises shall be condemned or taken by eminent domain proceedings
by any city, county, state, federal or other authority for any
ALMAND LEASE/Page 19
63
purpose, then theme term of this Lease shall cease on the part so
taken from the day the possession of that part shall be required
for any purpose and the rent shall be paid up to that day, and from
that day Lessee shall have the right to continue in the possession
of the remainder of the Premises under the terms herein provided,
except that the rent shall be adjusted to such amount as the
parties hereto shall negotiate; but, under no circumstances shall
the rent be greater than the rental per square foot provided for
herein. All damages awarded for such taking of and for any public
purpose shall belong to and be the property of Lessor. All damages
awarded for such taking of structures, improvements or businesses
that were constructed by Lessee shall be reflective of their value
for the remainder of the Lease term and be awarded to Lessee, the
remainder to be awarded to Lessor.
E. S_everability. If any provision hereof shall be finally
declared void or illegal by any court or administrative agency
having jurisdiction, the entire Lease shall not be void; but the
remaining provisions shall continue in effect as nearly as possible'
in accordance with the original intent of the parties.
F.- Notice. Any notice given by one party to the other in
connection with this Lease shall be in writing and shall be sent
by registered mail, return receipt requested, with postage and
registration fees prepaid, as follows:
1. If to Lessor, addressed to:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
2. If to Lessee, addressed to:
J. R. Almand, M. D.
Carrier Parkway & Dalworth Street
Grand Prairie, Texas 75050
Notices shall be deemed to have been received on the date of
receipt as shown on the return receipt.
G. headings. The headings used in this Lease are intended
for convenience of reference only and do not define or limit the
scope or meaning of any provision of this Lease.
H. Governing Law. This Lease is to be construed in accordance
with the laws of the State of Texas.
ALMAND LEASE/Page 20
I
i
64
IN WITNESS WHEREOF, the parties have executed this Lease as
of the day and year first above written.
CITY OF DENTON, TEXAS, LESSOR
BY:
LLO ELL, CITY KANAGER
ATTEST:
/-A- lbzt
J IFER fALTERS, •-^.ITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY:
J. R. ALMAND, M. D. in
LESSEE
BY:
T(ITLE:
ATTEST:
.9�-
i
ALMAND LEASE/Page 21
65
THE STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the day
of , 1989, by Lloyd V. Harrell, City Manager
of the City of Denton, Texas, a municipal corporation of the State
of Texas, on behalf of said corporation.
NOTARY PUBLIC, STATE OF TEXAS
My Commission expires:
THE STATE OF TEXAS
J)Aa� A.s
COUNTY OF DOWT N
This i strument was acknowledged before me on the , day
of _ _ __, 1989, by J. R. Almand, e�M.i�ri�f
b
NOTARY PUBLI STATE OF TEXAS
My Commission expires:
'F C:\WP50\ALMAND
ALMAND LEASE/Page 22
66
THIS PAGE INTENTIONALLY LEFT BLANK
67
Agenda Information Sheet
DEPARTMENT: Transportation
ACM: Mario Canizares
Date: June 5, 2017
SUBJECT
Receive a report,hold a discussion and make a recommendation to Denton City Council regarding
a proposed Amendment to the existing JR Almand Airport Lease Agreement to authorize
commercial aircraft maintenance to be performed in the hangar.
BACKGROUND
Dr. JR Almand and CFD International have agreed and requested a lease assignment. The existing
lease agreement prevents commercial aircraft maintenance on premises. In order to facilitate CFD
International's expanded presence at Denton Airport providing commercial aircraft maintenance,
the lease agreement would require an amendment to paragraph V. Rights and Obligations of
Lessee. Airport staff is amenable to replacing Section V. A. Use of Premises as follows:
Delete:
A. Use of Premises. Lessee is granted the right to use the Premises for the storage,
maintenance, and repair of aircraft owned and operated by the Lessee and Lessee's family
or invitees. Lessee may not use any portion of the Premises for any use not authorized by
this Lease, including any industrial, commercial or retail business or any other business
operations which furnish or provide any product or service to the general public or other
lessess of Airport property.
Replace with:
A. Use of Leased Premises. Lessee is granted the non-exclusive privilege to engage in
owner/operator activities providing the following aviation services:
1. General Aircraft Maintenance. Lessee is granted the non-exclusive right to conduct
airframe and power plant maintenance services.
Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct
any services not specifically listed in this Lease Agreement. The use of the Leased Premises
by Lessee, its tenants, employees, invitees or guests shall be limited to only those private,
commercial,retail or industrial activities having to do with or related to airports and aviation.
Except as specifically authorized in this Lease Agreement,no person,business or corporation
may operate a commercial,retail or industrial business upon the Leased Premises or upon the
Airport without a lease or license from Lessor authorizing such commercial,retail or industrial
activity. The Lessor shall not unreasonably withhold authorization to conduct aeronautical or
related services.
OPTIONS
1. Recommend to City Council the Amendment of the lease agreement as requested by Dr.
JR Almand and assignee CFD International.
2. Recommend the Amendment of the Almand lease with additional direction.
3. Take no action at this time.
68
ESTIMATED SCHEDULE OF PROJECT
Should the Committee recommend the Amendment of the lease to City Council, this item could
be placed on Council Agenda for formal consideration and action on June 20, 2017.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Council approved the lease agreement on April 18, 1989, Resolution 89-031.
FISCAL INFORMATION
This Amendment would not result in a change to the existing lease agreement fee structure. The
Amendment would provide an opportunity for CFD International to expand their presence at
Denton Airport which could attract additional aircraft operators to the Airport, potentially
increasing fuel sales and demand for other aviation services.
STRATEGIC PLAN RELATIONSHIP
The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve
its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA):
Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and
Family-Friendly Community; and Sustainability and Environmental Stewardship. While
individual items may support multiple KFAs, this specific City Council agenda item contributes
most directly to the following KFA and goal:
Related Key Focus Area: Economic Development
Related Goal: 1.1 Manage financial resources in a responsible manner
EXHIBITS
1. JR Almand site map
2. Request to assign dated May 30, 2017
3. JR Almand Airport Lease Agreement
Respectfully submitted:
Mark Nelson
Transportation Director
69
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Nelson, Mark A.
From: Bill Gordon <bill.gordon@cfdintl.com>
Sent: Tuesday, May 30, 2017 2:23 PM
To: Nelson, Mark A.
Cc: Ken Herridge; Lynn Mary; Betsan
Subject: Re: Hangar Lease of Dr. James Almand
Dear Mr. Nelson, this message confirms our teleconference of a few minutes ago. We have verbal agreement
with Dr. Almand through his attorney Kenneth A. Herridge to purchase Dr Almand's hanger and to assume the
remainder of his lease with the city.
As you may be aware, CFD Aero has been doing maintenance on aircraft in the DTO and North Texas area for
over five years. We intend, with the purchase of this asset and the assumption of the lease, that our business at
DTO airport will increase over the years. Currently we service and maintain all aircraft types from single-
engine up to and including twin engine business jets.
We will accept the assumption of lease on the same terms as current with Dr. Almand with the hope that over
the next several years we may negotiate a mutually favorable long-term lease with the city to continue aircraft
business operations in Denton for many years to come.
I copied my business partner, Mrs. Betty Sanderson, on this email. Please feel free to contact her regarding any
details of our business that you may need. We hope to close this transaction expeditiously in the interest of Dr.
Almand's family and estate and in order to move efffciently to the hew Tacili y.
Working with the city, we intend to widen the current ramp to the hangar in order to properly handle the
aircraft. We also will do various additional upgrades to improve the functionality of the property as well as the
drive up/runway appeal.
Please let me know if I can provide any additional information. We look forward to meeting with you and
concluding this transaction as expeditiously as possible. Thank you.
Best Regards, Bill
William F. Gordon, Brig Gen(Ret) USAF
Chairman, CFD International
m: 972.762.9641
Bill.Gordon@cfdintl.com
On May 30, 2017, at 12:23 PM, Ken Herridge <kenherridge@att.net> wrote:
Mr. Nelson, this will confirm our telephone conversation that I represent Dr. James Almand in
matters related to his hangar at the Denton Airport and Dr. Almand wishes to assign his lease to
CDFI Aero. Bill Gordon is one of the principals of CDFI and will contact you soon, if not
already, concerning this matter.
Anything you can do to help expedite this would definitely be appreciated.
Thank you.
Kenneth A. Herridge, Attorney at Law, P. O. Box 638, Edgewood, Tx. 75117. (214) 761-
1710. FAX(903) 896-7575. IMPORTANT/CONFIDENTIAL: This message my contain
i
71
information from the law firm of Kenneth A. Herridge, which may be privileged, confidential,
and exempt from disclosure under applicable law.
2
72
AIRPORT LEASE BETWEEN THE
CITY OF DENTON AND-J. R. ALMAND, M. D.
This agree hereinafter refer ed to as "Lease" is made and
executed this - f day of 1989 , at Denton, Texas,
by and between the CITY OF DE ON, a municipal corporation of the
State of Texas, hereinafter referrp,d'to as "Lessor" , and J. R.
ALMAND, M.D. , having i4ff principal offices at Carrier
✓ Parkway & Dalworth Street, Grand Prairie, Texas, hereinafter
referred to as "Lessee" .
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Denton
Municipal Airport ("Airport") in the City of Denton, County of
Denton, State of Texas; and
WHEREAS, Lessee desires to' lease land on the Airport and
construct . and maintain an aircraft storage hangar and associated
facilities thereon;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Lease, the parties agree as
follows:
I. CONDITIONS OF LEASE
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED,
THE LANGUAGE IN PARAGRAPHS A THROUGH B OF THIS SECTION SHALL BE
BINDING.
A. Non-Discrimination. The Lessee, for itself, its personal
representatives, successors in interest, and assigns, as a part of
the consideration hereof, does hereby covenant and agree as a
covenant running with the land that:
(1) In the construction of any improvements on, over, or
under such land and the furnishing of services thereon,
no person on the grounds of race, religion, color, sex,
or national origin shall be excluded from participation
in, denied the benefits of, or otherwise be subjected
to discrimination.
(2) The Lessee, shall use the Premises incompliance with
all requirements imposed by or pursuant to Title 49,
Code of Federal Regulations, Department' of Transpor-
73
t
tation, Subtitle A, office of the Secretary, Part 21,
Non-discrimination in Federally Assisted Programs of
the Department of Transportation-Effectual of Title VI
of the Civil Rights Act of 1964 , and as said
Regulations may be amended.
In the event of breach of any of the above non-discriminatory
covenants, Lessor shall have the right to terminate the Lease and
to reenter and repossess said land and the facilities thereon, and
hold the same as if said Lease had never been made or issued. This
provision does not become effective until the procedures of 49 CFR
Part 21, as amended, are followed and completed, including
expiration of appeal rights.
B. 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 view of the Lessee, and
without interference or hindrance.
(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 aircraft above the
surface of the Premises described herein, together with
the right to cause in said airspace such noise as may
be inherent in the operation of aircraft now known or
hereafter used, for navigation of or flight in the said
airspace, and for use of said airspace for landing on,
taking off from, or operating on the Airport.
(3) Lessor-=shall be obligated to maintain and keep in
repair the landing area of the Airport and shall have
the right to direct and control all activities of
Lessee in this regard.
(4) During time of war or national emergency, Lessor shall
have the right to lease the landing area or any part
thereof to the United States Government for military
or naval use, and, if such lease is executed, the
provisions of this instrument insofar as they are
inconsistent with the provisions 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 Airport against obstruction, together with the
right to prevent Lessee from erecting, or permitting
to be 'erected, any building or other structure on or
ALMAND LEASE/Page 2
74
4
adjacent to the Airport which, in the opinion of the
Lessor, wou' d limit the usefulness or safety of the
Airport or constitute a hazard to aircraft or to
aircraft navigation.
(6) This Lease shall be subordinate to the provisions of
any existing or future agreement between Lessor and the
United States or agency thereof, relative to the
operation or maintenance of the Airport.
II. LEASED PREMISES
Lessor, for and in consideration of the covenants and
agreements herein contained to be kept by Lessee, does lease to
Lessee, and Lessee does hereby lease from Lessor the tract of land
as shown in Attachment "A", attached hereto and incorporated herein
by reference, described as follows:
All that certain tract or parcel of land situated in the
Thomas Toby Survey, Abstract Number 1285, Denton County,
Texas, and being part of a tract shown by deed to City
of' Denton, recorded in Volume 304, Page 503 , Deed Records
of Denton County, Texas, and being more particularly
described as follows:
BEGINNING at a found half inch rebar at a point North 17
degrees 07 minutes 10 seconds East 1618. 05 feet from a
concrete monument marked DTO-B-1979;
THENCE North 01 degrees 26 minutes 06 seconds East a
distance of 198. 12 feet to a set half inch rebar;
THENCE South 88 degrees 33 minutes 54 seconds East a
distance of 180. 00 feet to a set half inch rebar;
THENCE South 01 degrees 26 minutes 06 seconds West a
distance of 150.00 feet to a set half inch rebar;
THENCE South 76 degrees 28 minutes 03 seconds West a
distance of 186. 32 feet to the Point of Beginning,
containing in all 0.719 acres of land.
For the purposes of this Lease, the term "Premises" shall mean
the property located within the land described above.
ALMAND LEASE/Page 3
75
y
III . TERM
The term of this Lease shall be for a period of twenty-five
(25) years, commencing on the lst day of May, 1989 , and continuing
through the 30th day of April, 2015, unless earlier terminated
under the provisions of the Lease. Lessee shall have the right and
option to extend the term of this Lease for two additional five (5)
year terms after the expiration of the initial twenty-five (25)
year term. Should Lessee desire to exercise either such option,
Lessee shall give written notice thereof to Lessor at least one
hundred eighty (180) days prior to the expiration of the initial
term or first additional five-year term of this Lease, whichever
the case may be. In the event Lessee fails to give written notice
within the required time, the option to extend shall automatically
terminate. In the event Lessee timely exercises the option to
extend, this Lease shall be extended for an additional five-year
term upon the same terms and conditions provided for in this Lease. .
IV. RENTALS AND PAYMENTS
Lessee covenants and agrees to pay to Lessor, as consideration
for this Lease, payments and rentals and fees as follows:
A. First Year Rent. Lessee shall pay to the Lessor rent for
the use and occupancy of the Premises for the first year of this
Lease the sum of eight cents (8c�) per square foot per year, for a
total of Two Thousand Five Hundred Five Dollars and Fifty-seven
Cents ($2 , 505.57) , to be paid in twelve (12) equal monthly
installments in the sum of Two Hundred Eight Dollars and Eighty
Cents ($208. 80) per month. The first monthly payment should be
prorated for the number of days remaining in the month after the
effective date of this Lease.
B. Annual Rental Adjustments. For subsequent years the yearly
rental shall be based an the All Urban Consumer Price Index (CPI-U)
for the Dallas/Fort Worth, Texas, Standard Metropolitan Statistical
Area, as compiled by the U.S. Department of Labor, Bureau of Labor
Statistics, using 1967 - 100 as the base period. The rental for
years subsequent to the initial year of this Lease, including any
year in any additional term provided for in this Lease, shall be
computed. by dividing the sum of $2 , 505.57, the amount of rent for
the- initial year of the Lease, by the index number for January
1989, which is the first month of the initial year of , the Lease,
then multiplying that amount by the index number of the month
immediately preceding the initial month of each subsequent year of
the Lease. The annual rental so calculated for each subsequent
ALMAND LEASE/Page 4
76
year shall be paid in twelve ( 12 ) equal monthly installments as
provided herein.
C. Payment and Pen5_ltY. All payments made hereunder by Lessee
shall be made to Lessor at the offices of the Finance Department
of the Lessor of Denton, Accounts Receivable, 215 E. McKinney,
Denton, Texas 76201, unless Lessee is notified to the contrary in
writing by Lessor. All monthly rental payments, other than the
first monthly rental , shall be due and payable on or before the
first day of each month and shall be paid by Lessee without demand
or notice from Lessor. The first monthly rental payment shall be
due and payable within ten (10) days of the effective date of this
Lease. All rental amounts paid by Lessee after the tenth (10) day
of the month will be delinquent and shall include an additional
monetary amount (penalty) which shall equal five percent (5%) of
the rental amount due. Failure of Lessee to pay the five percent
(5%) monetary penalty on delinquent rent shall constitute an event
of default of this Lease.
V. RIGHTS AND OBLIGATIONS OF LESSEE
A. Use of Premises. Lessee is granted the right to use the
Premises for the storage, maintenance, and repair of aircraft owned,
and operated by the Lessee and Lessee 's family or invitees. Lessee
may not use any portion of the Premises for any use not authorized
by this Lease, including any industrial, commercial or retail
business or any other business operations which furnish or provide
any product or service to the general public or other lessees of
Airport property. No permanent dwelling or domicile may be built,
moved to or established on or within the Premises nor may the
Lessee, its tenants, invitees, or guests be permitted to reside or
remain as a resident on or within the Premises or other Airport
Premises.
B. General Acgessemi es. Subject - to the reasonable
rules, regulations, or directives of Lessor, Lessee shall, in
common with others so authorized, have the nonexclusive right and
privilege over and through the Airport property and the right of
ingress to and egress from the Premises for its employees, agents,
guests, and invitees, suppliers of materials and furnishers of
services.
C. Standards. During the Lease term, Lessee shall comply with
the following requirements and standards:
(1) address. Lessee shall file with the Airport Manager
and keep current its mailing address , telephone
number(s) and contacts where its authorized official
ALMAND LEASE/Page 5
77
can be reached in an emergency.
(2) List of Tenants . Lessee shall file with the Airport
Manager and keep current a list of any tenants or
sublessee authorized by this Lease and shall
contractually require its tenants and sublessee to
abide by the terms of this Lease. Lessee shall
promptly enforce its contractual rights in the event
of a default of such covenants.
(3) Utilities Ta es And Fees. Lessee shall meet all
expenses and payments in connection with the use and
occupancy of the Premises and the rights and privileges
herein granted, including the timely payments of
utilities, taxes, permit fees, license fees and
assessments lawfully levied or assessed. Lessee herein
agrees to timely pay to all lawful taxing authorities
an ad valorem property tax on all improvements
constructed by the Lessee on the Premises, and to .
comply with all tax laws pertaining to the Premises,
including those promulgated in the future.
(4) Rules . Regulations and Restrictions. Lessee shall
comply with all laws, codes, ordinances, rules, and
regulations, either existing or those promulgated in
the future, by the Lessor, the County of Denton, the
State of Texas, the United States of America, and the
Federal Aviation Administration, or their successors
applicable to the Premises or use thereof. Lessee' s
use of the Premises shall at all times be in compliance
with and subject to any covenants, restrictions, and
conditions of record pertaining to the use and
occupancy of the Premises.
Lessee shall not operate or permit the operation of any
transmitter devices, electrical signal producers, or
machinery on the Premises which could interfere with
the electronic aircraft navigation aids or devices
located on or off Airport property. Lessee shall not
be permitted to engage in any business or operation on
the Premises which would produce obstructions to
visibility or violate height restrictions as set forth
by the Federal Aviation Administration or the Lessor.
(5) Height Restriction And Airspace Protection. The Lessee
agrees for itself, its successors, and assigns to
restrict the height of structures, objects of natural
growth and other obstructions on the Premises to a
height as established in City of Denton Ordinance 81-1,
ALMAND LEASE/Page 6
78
as the same may be amended from time-to-time. The
Lessee also agrees for itself, its successors, and
assigns to prevent any use of the Premises which would
interfere with landing or taking off of aircraft at the
Airport, or otherwise constitute an airport hazard.
Lessee hereby forfeits all claims to aviation rights
over the Premises.
(6) Maintenance. Lessee shall be responsible for all
maintenance and repair of the Premises, including
buildings, structures, grounds, pavements, and
utilities. Lessee shall be responsible for grass
cutting, collection and removal of trash and for such
other maintenance requirements as may arise. Lessee
agrees to keep the Premises, together with all
improvements, in a safe, clean and attractive condition
at all times. Lessee shall not change the original
color or texture of the exterior walls of any
structures or improvements without the written consent '
from Lessor.
(a) Painting of Buildings. During the original term
of this Lease and during each extension, Lessor,
shall have the right to require, not more than
once every five years, that the exterior of each
hangar or building located on the Premises be
reviewed by the Airport Board for the purpose of
determining whether painting of the exteriors of
such buildings or hangars is necessary. If the
Airport Board determines painting is necessary, it
shall furnish a recommendation to this effect to
the City Council . The Council, may, upon the
Board's recommendation, require Lessee to repaint
said exteriors according to Lessor's specifications
(to specify color of paint, quality of paint,
number of applications, quality of workmanship and
the year and month in which each hangar or building
is to be painted, if needed) . Lessee shall
complete the painting in accordance with such
specifications within six (6) months of receipt of
notice from Lessor. Lessee agrees to pay all costs
of the required painting. Failure of Lessee to
complete the painting required by Lessor's City
Council within the six (6) month period shall
constitute Lessee' s default under this Lease.
(b) storage. Lessee shall not utilize or permit others
to utilize areas on the Premises which are located
on the outside of any hangar or building for the
ALMAND LEASE/Page 7
79
storage of wrecked or permanently disabled air-
craft, aircraft parts, automobiles, vehicles of
any type, or any other equipment or items which
would distract from the appearance of the Premises.
(7 ) Quit Possession. Lessee shall quit possession of the
Premises at the end of the primary term of this Lease
or any renewal or extension thereof, and deliver up the
Premises to Lessor in as good condition as existed when
possession was taken by Lessee, reasonable wear and
tear excepted.
(8) Chemicals. Lessee shall properly store, collect and
dispose . of all chemicals and chemical residues;
properly store, confine, collect and dispose of all
paint, including paint spray in the atmosphere, and
paint products; and comply with all local, state and
federal laws and regulations governing the storage,
handling or disposal of chemicals and paints . Lessee'
shall not utilized, -store, dispose, or transport any
material, fluids, solids or gaseous substances on the
Premises. which are considered by the Environmental
Protection Agency to be a hazard to the health of the
general public and undertake any activity on the
Premises that would produce noxious odors.
(9) Sians. Lessee shall have the right, at its own
expense, to place in or on the Premises signs
identifying Lessee. The signs shall be of a size,
shape and design, and at a location or locations,
approved by the Lessor and in conformance with any
overall directional graphics or sign program
established by Lessor on the Airport. The signs shall
be maintained in repair. Notwithstanding any other
provision of this Lease, the signs shall remain the
property of Lessee. Lessee shall remove, at its
expense, all lettering, signs and placards so erected
on the Premises at the expiration of the term of this
Lease or extensions thereof.
(10) Use of Runways and Taxiways. That because of the
present sixty thousand (60, 000) pound continuous use
weight bearing capacity of the runway and taxiways of
the Airport, Lessee shall limit all aeronautical
activity including landing, take-off and taxiing, to
aircraft 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 taxiways
on the Airport have been improved to handle aircraft
ALMAND LEASE/Page 8
80
of a greater weight. Based on qualified engineering
studies, the .;eight restrictions and provisions may
be adjusted up or down by Lessor and Lessee agrees to
abide by any such changes or revisions as such studies
may dictate. "Aeronautical Activity" referred to in
this clause shall include that activity of the Lessee,
its agents, subcontractors, and invitees. Should
Lessee negligently disregard the provisions of this
section, Lessor may immediately terminate this Lease.
Lessee agrees to pay to Lessor upon demand for any
damage, as determined by Lessor, to Airport property
that results from a violation of this section.
(11) Parking. The parking of motor vehicles on Airport
property by Lessee, Lessee' s guests or invitees, shall
be subject to any regulations, restrictions or
directions imposed by Lessor.
C. Connection to Utilities. Lessor may connect to any exist-
ing water mains serving the Premises, in accordance with and upon
payment of any tap or connection fees, as specified by Lessor's
ordinances applicable to utility _customers, provided, however,
Lessee shall not be liable to 'Lessor for any water or sewer p*o :r
rata payments as "a -result of'the,'connection's made.
D. Nbatement of Violations. Should Lessee violate any law,
rule, restriction or regulation of the Lessor of Denton or the
Federal Aviation Administration, or should the Lessee engage in or
permit other persons or agents to engage in activities which could
produce hazards or obstruction to air navigation, obstructions to
visibility or irL.tearference with any aircraft navigational aid
station or device, either airborne or on the ground, then Lessor
shall state such violation in writing and deliver written notice
t�., Lessee or Lessee's agent on the Premises, or to the person on
the Premises who are causing said violation, and upon delivery of
such written notice, Lessor shall have the right to demand that the
person responsible for the violation cease and desist from all such
activity creating the violation. In such event, Lessor shall have
the right to demand that corrective action, as required, be
commenced immediately to restore the Premises into conformance with
the particular law, rule or aeronautical regulation being violated.
Should Lessee, Lessee' s agent, or the person responsible for the
violation fail to cease and desist from said violation and to
immediately commence correcting the violation, and to complete said
corrections within twenty-four (24) hours following written
notification, then Lessor shall have the right to enter on to the
Premises and correct the violation, and Lessor shall not be
responsible for any damages incurred to any improvements on the
Premises as a result of the corrective action process. Lessor
ALMAND LEASE/Page 9
81
shall submit an invoice to Lessee for the cost of the repairs and
Lessee shall pay said invoice within thirty (30) days.
E. Recording of_ Z,ease. within thirty (30) days after the date
of execution of this Lease, Lessee shall at its own expense record
a copy of this Lease in the Real Property Records of Denton County,
Texas, a copy of which recorded lease shall be provided to Lessor.
VI. RIGHTS AND OBLIGATIONS OF LESSOR
A. Improvements Provided By Lessor. Within sixty (60) days of
the effective date of this Lease, Lessor shall construct and
install, at Lessor' s expense, an extension to the existing
underground stormwater drainage pipe located on the Premises, so
that the stormwater drainage pipe will extend beyond the boundaries
of the Premises.
B. 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 Premises and all rights and privileges herein granted..
C. CoMpliance. Lessor warrants and represents that in the
establishment, construction and operation of the Airport, that,
Lessor has heretofore and at this time is complying with all
existing rules, regulations, and criteria distributed by the
Federal Aviation Administration, or any other governmental
authority relating to and including, but not limited to, noise
abatement, air rights and easements over adjoining and contiguous
areas, over-flight in landing or takeoff, to the end that Lessee
will not be legally liable for any action of trespass or similar
cause of action by virtue of any aerial operations over adjoining
property in the course of normal takeoff and landing procedures
from the Airport. Lessor further warrants and represents that at
all times during the term hereof, or any renewal or extension of
same, that it will continue to comply with the foregoing.
D. Easements, Lessor shall have the right to establish
easements, at no cost to Lessee, upon the Premises for the purpose
of providing utility services to, from, or across the Airport
property or for the construction of public facilities on the
Airport. However, any such easements shall not interfere with
Lessee's use of the Premises and Lessor shall restore the property
to its original condition upon the installation of any utility
services on, in, over or under any such easement at the conclusion
of such construction. Lessee shall not have the right to levy
fees, charges, or receive any compensation for any exercised right
of easement by Lessor or Lessor' s authorized agent.
ALMAND LEASE/Page 10
82
fees, Lessor shall approve or disapprove the plat and plans.
Should Lessor fail to approve or disapprove of the required plat
or plans within the sixty (60) days, the plat and plans shall be
deemed approved. Should the Lessor timely disapprove the plat or
plans, it shall give notice to the Lessee of the reason for the
disapproval . No construction of any improvements shall begin until
and unless the plans and specifications are approved by Lessor.
D. Airplane Taxiway Access .
(1) Taxiway Improvements by Lessee. The Lessee acknow-
ledges that on the effective date of this Lease, there
are no existing taxiway improvements to serve the
Premises and that Lessee shall be responsible, at no
cost to Lessor, of providing any necessary taxiway
improvements which are necessary to serve the Premises.
The area designated as "taxiway" on attachment "A"
shall be the general area used, as more specifically
designated by Lessor, to provide for taxiway access to
serve the Premises. . Prior to beginning the taxiway
improvements, the plans therefore shall be submitted
and approved in accordance with the provisions for
other leasehold improvements.
(2) Maintenance and Use of Taxiway Provided by Lessee.
Lessee shall be responsible for the maintenance of the
taxiway access provided, and shall keep the taxiway in
good condition, free of obstructions and defects. The
use of the improved taxiway access shall be subject to
the reasonable rules, regulations, or directives of
essor.
E. ow Lnership of Improvements. All buildings and improvements
constructed upon the Premises by Lessee shall remain the property
of Lessee throughout the term of the Lease, except as otherwise
provided in this Lease. All buildings and improvements of whatever
nature remaining upon the Premises at the end of the primary term,
or any extension thereof, of this Lease shall automatically become
the property of Lessor absolutely in fee without any cost to
Lessor.
F. Right of Lessor to Purchase Hangar or Building. In the
event that Lessee should elect to sell hangars or buildings and
other improvements situated upon the Premises at the time Lessor
has the authority to do so, Lessor shall first be offered the right
to purchase the improvements at a value determined by having such
improvements appraised by three appraisers, one appointed by
Lessor, one appointed by Lessee, and one appointed by the two
appraisers. The costs of the appraisal shall be paid by Lessor.
ALMAND LEASE/Page 12
83
Within sixty (60) days of the delivery of a written appraisal
report by the appraisers to Lessor, shall notify Lessee in writing
of its decision to purchase all or part of the hangers or buildings
to be sold. If Lessor exercises its right to purchase, it shall
make payment to Lessee of the appraised value of the buildings or
hangers to be purchased within thirty (30) days of the written
notice.
G. Removal of Hangars or Buildings. In the event that Lessee
should remove any building or hangar from the Premises, where such
removal is authorized by this Lease, Lessee herein agrees to comply
with the following terms:
(1) Prior to commencing the hangar or building removal
process., the Lessee and Lessor shall agree on the best
method to remove the building, including where to cut
water lines, electrical wire, plumbing and other
fixtures or utilities, so as to cut said fixtures to
allow the future use of these fixtures.
(2) The building shall be removed completely from the
surface of the concrete slab and up, with the exception
of cut utility lines. All interior fixtures shall be
removed .including sinks, commodes, dividing walls and
all other items or fixtures that would prevent the
concrete slab from being as free as possible from all
obstructions.
(3) Removal of hangars or buildings shall begin and be
completed prior to Lessee' s designated termination
date.
(4) The hangar or building slab, the aircraft parking
apron, the taxiway, and all other improvements on the
Premises shall remain on the Premises and shall become
the property of the Lessor without costs to Lessor.
(5) Lessee shall be responsible for the removal of all
refuse and debris from the Premises prior to vacating
the Premises.
(6) Lessee shall be responsible for all costs involved in
the removal of the hangar or building, including costs
of permits or fees.
(7) Lessee shall be responsible for any damage caused to
any improvements on the Premises during the building
or hangar removal process, and Lessee herein agrees to
repair or replace, at Lessee's expense, any improve-
ALMAND LEASE/Page 13
84
ments damaged by Lessee during the removal of said
structures.
VIII. SUBROGATION OF MORTGAGEE
Lessee shall have the right tQ place a first mortgage lien
upon its leasehold in an amount not to exceed eighty percent (80%)
of the cost of the capital improvements. The terms and conditions
of such mortgage loan shall be subject to the approval of Lessor
and Lessee shall submit copies of the loan documents, including the
loan application, to Lessor. Lender' s duties and rights are as
follows:
(1) The Lender shall have the right, in case of default, to
assume the rights and obligations of Lessee herein and
become a substituted Lessee, with the further right to
assign the Lessee ' s interest to a third party, subject to
approval of 'Lessor. Lender' s obligations under this Lease
as substituted Lessee shall cease upon assignment to a
third party as approved by Lessor.
(2) As a condition precedent to the exercise of the . right '
granted to lender by this paragraph, Lender shall notify
Lessor of all action taken by it in the event payments on
such loans shall become delinquent. Lender shall also
notify Lessor, in writing, on any change in the identity
or address of the Lender.
(3) All notices required by the Lease to be given by Lessor
to Lessee shall also be given by Lessor to Lender at the
same time and in the same manner provided Lessor has been
furnished with written notice of Lender's interest and
its address. Such notice shall be given to the City
Secretary and the Airport Manager. Upon receipt of such
notice, Lender shall have the same rights as Lessee to
correct any default.
IX. INSURANCE
A. Lessee shall maintain continuously in effect at all times
during the term of this Lease or any extension thereof, at Lessee's
expense, the following insurance coverage:
(1) Comprehensive General Liability Insurance covering the
Premises, the Lessee, its personnel and its operations
on the Airport, for bodily injury and property damage
ALMAND LEASE/Page 14
85
in the minimum amount of $250, 000, combined single
limits on a per occurrence basis.
(2) Fire and extended coverage for replacement value for
all facilities used by the Lessee either as a part of
this Lease or erected by the Lessee subsequent to the
execution of this Lease .
B. All policies shall be issued by a company authorized to do
business in the State of Texas, be approved by the Lessor, copies
of which shall be provided to Lessor. The policies shall name the
Lessor as an additional named insured and shall provide for a
minimum of thirty (30) days written notice to the Lessor prior to
the effective date of any cancellation or lapse of such policies .
C. During the original or extended term of this Lease, Lessor
herein reserves the right to adjust or increase the liability
insurance amounts required of the Lessee, and to require any .
additional rider, provisions, or certificates of insurance, and
Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor; provided however, that any requirements
shall be commensurate with insurance requirements at other public
use airports similar to the Airport in size and in scope of,
aviation activities, located in the southwestern region of the
United States. For the purpose of this Lease, the Southwestern
region of the United States shall be the states classified as the
Southwestern region by the Federal Aviation Administration.
D. Lessee herein agrees to comply with all increased or
adjusted insurance requirements that may be required by the Lessor
throughout the original or extended term of this Lease, including
types of insurance and monetary amounts or limits of insurance, and
to comply with said insurance requirements within sixty (60) days
following receipt of a notice in writing from Lessor stating the
increased or adjusted insurance requirements. Lessee shall have
the right to maintain in force types of insurance and amounts of
insurance which exceed Lessor' s minimum insurance requirements.
E. in the event that State law should be amended to require
types of insurance or insurance amounts which exceed those of like
or similar public use airports in the southwestern region of the
United States of America, then in such event, Lessor shall have
the right to require that Lessee maintain in force types of
insurance or the amount of insurance as specified by State Law.
ALMAND LEASE/Page 15
86
X. INDEMNITY
A. Lessee agrees to indemnify and hold harmless Lessor and its
agents, employees, and representatives from and against all lia-
bility for any and all claims, suits, demands, or actions arising
from or based upon intentional or negligent acts or omissions on
the part of Lessee, its agents, representatives, employees, mem-
bers, patrons , visitors, contractors and subcontractors, or
sublessees, if any, which may arise out of or result from Lessee ' s
occupancy or use of the Premises or activities conducted in
connection with or incidental to this Lease.
B. This Indemnity Provision extends to any and all such
claims, suits, demands, or actions regardless of the type of relief
sought thereby, and whether such relief is in the form of damages,
judgments, and costs -and reasonable attorney's fees and expenses,
or any other legal or equitable form of remedy. This Indemnity
Provision shall apply regardless of the nature of the injury or
harm alleged, whether for injury or death to persons or damage to
property, and whether such claims be alleged at common law, or
statutory, or constitutional claims, or otherwise. This Indemnity
Provision shall apply whether the basis for the claim, suit,
demand, or action may be attributable in whole or in part to the ,
Lessee, or to any of its agents, representatives, employees,
members, patrons, visitors, contractors, and subcontractors, or
sublessees, if any, or to anyone directly or indirectly employed
by any of them.
C. This Indemnity Provision also extends to any claim or
liability for harm, injury, or any damaging events which are
directly or indirectly attributable to premise defects or
conditions which may now exist or which may hereafter arise upon
the Premises, any and all such defects being expressly waived by
Lessee. Lessee understands and agrees that this Indemnity
Provision shall apply to any and all claims, suits, demands, or
actions based upon or arising from any such claim asserted by or
on behalf of Lessee or any of its members, patrons, visitors,
agents, employees, contractors and subcontractors, or sublessees,
if any.
D. It is expressly understood and agreed that the Lessor shall
not be liable or responsible for the negligence of Lessee, its
agents, servants, employees or sublessees, if any. Lessee further
agrees that it shall at all times exercise reasonable precautions
for the safety of, and shall be solely responsible for the safety
of its agents, representatives, employees, members, patrons,
visitors, contractors and subcontractors, sublessees, if any, and
other persons, as well as for the protection of supplies and
equipment and the property of Lessee or other persons.
ALMAND LEASE/Page 16
s7
E. Lessee and Lessor each agree to give the other party prompt
and timely notice of any such claim made or suit instituted which
in any way, directly or indirectly, contingently or otherwise,
affects or might affect the Lessee or the Lessor. Lessee further
agrees that this Indemnity Provision shall be considered as an
additional remedy to Lessor and not an exclusive remedy.
XI. CANCELLATION BY LESSOR
All the terms, restrictions, covenants, and conditions
pertaining to the use and occupancy of the Premises are conditions
of this Lease and the failure of the Lessee to comply with any of
the terms, conditions, restrictions, covenants, and conditions
shall be considered a default of this Lease, and upon default, the
Lessor shall have the right to invoke any one or all of the
following remedies.
A. Should Lessee fail to pay the monthly rental amounts or "
fees prescribed in this Lease, such failure shall constitute a
default of this Lease, and Lessor may give written notice to Lessee
of Lessee 's failure to pay and demand payment in accordance with
the Lease terms. Should Lessee fail to pay the monthly rental
amount within twenty (20) days following receipt of written notice
from Lessor, then Lessor may terminate this Lease.
B. In the event that Lessee fails to comply with any other
terms, conditions, restrictions and covenants pertaining to this
Lease, Lessor shall give Lessee notice of said breach, and request
Lessee to cure or correct the same. Should Lessee fail to correct
said violation(s) or breach within thirty (30) days following
receipt of said notice, then Lessor shall have the right to
terminate this Lease. Should this Lease be terminated by Lessor
for failure of Lessee to correct said breach or violation within
the thirty (30) day cure time, Lessee shall forfeit all rights to
all improvements on the Premises and all improvements on the
Premises shall become the property of the Lessor.
C. In addition to termination of this Lease for the breach of
terms and conditions herein, the Lessor shall have the right to
terminate this Lease for the following reasons:
(1) In the event that Lessee shall file a voluntary
petition in bankruptcy or proceedings in bankruptcy
shall be instituted against Lessee and Lessee
thereafter is adjudicated bankrupt pursuant to such
proceedings, or any court shall take jurisdiction of
Lessee and its assets pursuant to proceedings brought
under the provisions of any federal reorganization act;
ALMAND LEASE/Page 17
88
or if a receiver shall take jurisdiction of Lessee and
its assets pursuant to proceedings brought under the
provisions of any federal reorganization act; or if a
receiver for Lessee ' s assets is appointed.
(2) In the event that Lessee should make an assignment of
this Lease, for any reason, without the approval of and
written consent from Lessor.
D. Upon termination or cancellation of this Lease and provided
all monies due Lessor have been paid, Lessee shall have the right
to remove its personal property, provided such removal does not
cause damage to any part of the hangar, structure or improvements.
Lessee shall remove all personal property from the Premises within
ten (10) days after the termination. If Lessee fails to remove
its personal property as agreed, Lessor may elect to retain
possession of such property or may sell the same and keep the
proceeds, or may have such property removed at the expense of
Lessee.
Where, upon termination of the Lease, the fixed improvements
become .the property. of Lessor as provided herein, Lessee shall
repair, at its own expense, any damage to the fixed improvements,,
resulting from the removal of personal property and shall leave
the Premises in a neat and clean condition with all other
improvements in pace.
E. Failure of Lessor to declare this Lease terminated upon the
default of Lessee for any of the reasons set out shall not operate
to bar, destroy, or waive the right of Lessor to cancel this Lease
by reason of any subsequent violation of the terms hereof. The
acceptance of rentals and fees by Lessor for any period or periods
after a default of any of the terms, covenants, and conditions
herein contained to be performed, kept, and observed by Lessee
shall not be deemed a waiver of any rights on the part of the
Lessor to cancel this Lease for failure by Lessee to so perform,
keep or observe any of the terms, covenants or conditions hereof
to be performed, kept and observed.
XII. CANCELLATION BY LESSEE
Lessee may cancel this Lease, in whole or part, and terminate
all or any of its obligations hereunder at any time, by thirty (30)
days written notice, upon or after the happening of any one of the
following events:
(1) issuance by any court of preventing or restraining the
use of said Airport or any part thereof for Airport
ALMAND LEASE/Page 18
89
purposes;
(2 ) the breach by Lessor of any of the covenants or agreements
contained herein and the failure of Lessor to remedy such
breach for a period of ninety (90) days after receipt of
a written notice of the existence of such breach;
(3) the inability of Lessee to use the 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 authority having jurisdiction
over the operations of Lessor or due to war, earthquake
or other casualty; or
(4) the assumption or recapture by the United States Govern-
ment or any authorized agency thereof of the Premises for
the maintenance and operation of said Airport and
facilities or any substantial part or parts thereof.
Upon the happening of any of the four, events listed in the
preceding paragraph, such that the Premises cannot be used for
authorized purposes, then Lessee may cancel this Lease as
aforesaid, or may elect to continue this Lease under its terms.
XIII . MISCELLANEOUS PROVISIONS
A. Entire Agreement. This Lease constitutes the entire
understanding between the parties and as of its effective date
supersedes all prior or independent agreements between the parties
covering the subject matter hereof. Any change or modification
hereof shall be in writing signed by both parties.
B. Subletting or Assignment. The Lessee shall not rent, or
sublease the Premises, or any portion thereof, or assign this
Lease, without prior written consent of the Lessor. If approved
by Lessor, any tenant, sublessee, or assignee shall be subject to
the same conditions, obligations and terms as set forth herein.
c. Lease Binding on Successors and Assigns. All covenants,
agreements, provisions and conditions of this Lease shall be
binding upon and inure to the benefit of the respective parties
hereto and their"legal representatives, successors or assigns. No
modification of this Lease shall be binding upon either party
unless written and signed by both parties.
D. Effect -of Condemnation. If the whole or any part of the
Premises shall be condemned or taken by eminent domain proceedings
by any city, county, state, federal or other authority for any
ALMAND LEASE/Page 19
90
purpose, then theme term of this Lease shall cease on the part so
taken from the day the possession of that part shall be required
for any purpose and the rent shall be paid up to that day, and from
that day Lessee shall have the right to continue in the possession
of the remainder of the Premises under the terms herein provided,
except that the rent shall be adjusted to such amount as the
parties hereto shall negotiate; but, under no circumstances shall
the rent be greater than the rental per square foot provided for
herein. All damages awarded for such taking of and for any public
purpose shall belong to and be the property of Lessor. All damages
awarded for such taking of structures, improvements or businesses
that were constructed by Lessee shall be reflective of their value
for the remainder of the Lease term and be awarded to Lessee, the
remainder to be awarded to Lessor.
E. S_everability. If any provision hereof shall be finally
declared void or illegal by any court or administrative agency
having jurisdiction, the entire Lease shall not be void; but the
remaining provisions shall continue in effect as nearly as possible'
in accordance with the original intent of the parties.
F.- Notice. Any notice given by one party to the other in
connection with this Lease shall be in writing and shall be sent
by registered mail, return receipt requested, with postage and
registration fees prepaid, as follows:
1. If to Lessor, addressed to:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
2. If to Lessee, addressed to:
J. R. Almand, M. D.
Carrier Parkway & Dalworth Street
Grand Prairie, Texas 75050
Notices shall be deemed to have been received on the date of
receipt as shown on the return receipt.
G. headings. The headings used in this Lease are intended
for convenience of reference only and do not define or limit the
scope or meaning of any provision of this Lease.
H. Governing Law. This Lease is to be construed in accordance
with the laws of the State of Texas.
ALMAND LEASE/Page 20
I
i
91
IN WITNESS WHEREOF, the parties have executed this Lease as
of the day and year first above written.
CITY OF DENTON, TEXAS, LESSOR
BY:
LLO ELL, CITY KANAGER
ATTEST:
/-A- lbzt
J IFER fALTERS, •-^.ITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY:
J. R. ALMAND, M. D. in
LESSEE
BY:
T(ITLE:
ATTEST:
.9�-
i
ALMAND LEASE/Page 21
92
THE STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the day
of , 1989, by Lloyd V. Harrell, City Manager
of the City of Denton, Texas, a municipal corporation of the State
of Texas, on behalf of said corporation.
NOTARY PUBLIC, STATE OF TEXAS
My Commission expires:
THE STATE OF TEXAS
J)Aa� A.s
COUNTY OF DOWT N
This i strument was acknowledged before me on the , day
of _ _ __, 1989, by J. R. Almand, e�M.i�ri�f
b
NOTARY PUBLI STATE OF TEXAS
My Commission expires:
'F C:\WP50\ALMAND
ALMAND LEASE/Page 22
93