22-340ORDINANCE NO.22-340
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN OFF AIRPORTLAND LEASE AGREEMENT BETWEEN THE UNITED STATES OF AMERICADEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AND
THE CITY OF DENTON, AT THE DENTON ENTERPRISE AIRPORT; AUTHORIZING THECITY MANAGER TO EXECUTE THE OFF AIRPORT LAND LEASE AGREEMENT; ANDPROVIDING AN EFFECTIVE DATE.
WHEREAS, the Federal Aviation Administration (“FAA”) has requested the renewal of
an Off Airport Land Lease Agreement (“Lease”) from the City of Denton (“Lessor”) for a certain.7 acre site as further described in the Lease; and
WHEREAS, the Off Airport Land Lease Agreement ensures FAA’s support of the National
Airspace System (NAS) and Denton Enterprise Airport; and
WHEREAS, at the March 9, 2022 meeting of the Airport Advisory Board, the Board
recommended that City Council approve an ordinance approving an Off Airport Land Lease
Agreement by a vote of 4 to 0; and
WHEREAS, the City Council deems it in the public interest to agree to the Off AirportLand Lease Agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated herein by reference as true and is fully set forth in the body of this Ordinance.
SECTION 2. The City Manager, or their designee, is hereby authorized to execute the Off
Airport Land Lease Agreement between the United States of America Department of
Transportation Federal Aviation Administration and the City of Denton, a copy of which is
attached hereto and incorporated by reference herein (the “Agreement”).
SECTION 3. The City Manager, or their designee, is further authorized to carry out all
duties and obligations to be performed by the City under the Agreement.
SECTION 4. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
The motion to approve this Ordinance was made by B riM Beck andseconded by aSSe by LS . This Ordinance was passed and approved by
the following vote [1 - ILI :
1
Aye,/
ar,/
b/
/
V‘
Nay Abstain Absent
Gerard Hudspeth, Mayor:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Jesse Davis, District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED thi, th, aPA d,y ,f %M , 2022.
t:nmB MnMri6R
ATTEST:
ROSA RIOS, CITY SECRETARY
t\\\ tIll II/I//
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by MaKella Lunn
DN: cn=MaKella Lunn, o, ou=City
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2
MBY:
OFF AIRPORT LAND LEASEBetweenTHE UNITED STATES OF AMERICADEPARTNmNT OF TRANSPORTATIONFEDERAT I AVIATION ADMINISTR4TIONAndCITY OF DENTON, TEXAS
FAA CONTRACT NO: 697DCM-22-L-00021
ATm/FACILiTY TYPE: (T)TO) OM/LOM
LOCATION: DENTON, TEXAS
1. Preamble (09/2021) 6.1.1 This Lease for real property is hereby entered into by and between City ofDenton, Texas, hereinafter referred to as the Lessor and the United States of America, acting by and
through the Federal Aviation Administration, hereinafter referred to as the FAA.
2. Definitions (09/2021) 6.1.1-1 For purposes of this document, the following definitions apply;
Contract- refers to this legal instrument used to acquire an interest in real property for the direct
benefit or use by the FAA. As used herein, contract denotes the document (for example- lease,
easement, memorandum of agreement, or other legally binding agreement) used to implement an
agreement between a customer (buyer) and a seller (supplier).
Contractor- refers to the party receiving a direct procurement contract from the FAA and who is(are)
responsible for performance of contract requirements. For purposes of this document, the contractor
may also be called the Lessor, Permittor, Licensor, Grantor, Airport, or Offeror depending on thetype of contract or the provision within the contract.
Government- refers to the United States of America acting by and through the Federal Aviation
Administration (TAA). For purposes of this document, Government and FAA are interchangeable.
Real Estate Contracting Officer (RECO) - is a trained and warranted official who contracts for real
property on behalf of the FAA. For purposes of this agreement, RECO is interchangeable with
Contracting Officer (CO).
3.
4.
Succeeding Contract (09/2021) 6.1.2 This contract succeeds Contract No. DTFASW-07-L-00090
and all other previous agreements between the parties for the property described in this document.
Lease Witnesseth (09/2021) 6.1.3 Witnesseth: The parties hereto, for the consideration hereinafter
mentioned, covenant and agree as follows:
5. Description of Premises (09/2021) 6.1.4-3 This contract covers the following described property,
hereinafter referred to as the premises and hereby consisting of:
FAA CONtRACT NO: 697D(_'M-22-IrOO021ATm/FACiLrrY TYPE (DTO) FORTH WORTH (DENTON) OWLOMLOCATION: DENTON, TEns
OUTER MARKER (OM) SITE, RUNWAY 18
All that certain lot, or parcel of land lying; and being situated in the City and County of Denton,
State of Texas, and being part of the J. Pearson Survey, Abstract No. 1049, and being part of a tract
of land as conveyed from Charles J. Cutler, et al to May Barbara Dixon by deed dated October 3,
1936, and recorded in Volume 261, Page 84, of the Deed of Denton County, Texas, and moreparticularly described as follows:
Beginning at the NW corner of said Dixon Tract, said POINT OF BEGINNING also being the
intersection of Gamer Road and Barthold Road, thence East along the North boundary line of said
Dixon tract, same being the centerline of Ganzer Road, a distance of 120 feet to a point for a corner;
thence South a distance of 254 feet to a point for a corner; thence West a distance of 120 feet to a
point for a corner in the West boundary line of said Dixon Tract; thence North along the West
boundary line of said Dixon Tract, same being the centerline ofBarthold Road, A distance of 254
feet to the PLACE OF BEGINNING and containing approximately 0.7 acre of land, more or less.
A. Together with a right-of-way for ingress to and egress from the premises (for Government
employees, their agents and assigns); a right-of-way for establishing and maintaining electric power
and/or telecommunication lines to the premises; and a right-of-way for subsurface power,
communication and/or water lines to the premises; all rights-of-way to be over said lands and
adjoining lands of the contractor, and unless herein described otherwise, shall be reasonably
determined by the Government as the most convenient route.
B. This contract includes the right of grading, conditioning, installing drainage facilities, seeding the
soil of the premises, and the removal of all obstructions from the premises that may constitute ahindrance to the establishment and maintenance of Government facilities.
C. The Government shall also have the right to make alterations, attach fixtures, erect additions,
structures, or signs, in or upon the premises hereby leased. All alterations and additions are and will
remain the property of the Government.
6. Purpose (09/2021) 6.1.5 it is understood and agreed that the use of the herein described premises
shall be related to FAA’s activities in support of the National Airspace System (NAS).
7. Legal Authority (09/2021) 6.2.1 This contract is entered into under the authority of 49 U.S.C.
106(1)(6) and (n), which authorizes the Administrator of the FAA to enter into contracts, acquisitionsof interests in real property, agreements, and other transactions on such terms and conditions as the
Administrator determines necessary.
8. Term (09/2021) 6.2.3 To have and to hold, for the term commencing on October 1, 2022 and
continuing through September 30, 2037 inclusive, provided that adequate appropriations are
available from year to year for the consideration herein.
9. Consideration (09/2021) 6.2.4
The Government shall pay the contractor no monetary consideration. It is mutually agreed that the
rights extended to the Government herein are in consideration of the obligations assumed by the
Government in its establishment, operation and maintenance of facilities upon the premises.
10. Termination (09/2021) 6.2.5 The Government may terminate this contract at any time, in whole orin part, if the Real Estate Contracting Officer (RECO) determines that a termination is in the best
interest of the Government. The RECO shall terminate this contract by delivering a written notice
Federal Aviation Administration
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FAA CONTRACT NO: 697DCM-22-L-00021ATED/FACiLrrY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DENroN, TE)as
specifying the effective date of the termination. The termination notice shall be delivered at least 30
days before the effective termination date. No costs shall accrue as of the effective date oftermination.
11. Excuse (09/2021) 6.2.5-3
A. The Lessor will not be in default because of any failure to perform the requirements of this Leaseunder its terms if the failure arises from causes beyond the control and without the fault or
negligence of the Lessor.B. Permissible causes for excuse are:
i. acts of God (e.g., fires, floods, pandemics, epidemics, unusually severe weather, etc.),
ii. acts of the public enemy,
iii. acts of the Government in either its sovereign or contractual capacity,iv. pandemic, epidemic, or quarantine restrictions,v. strikes. and
vi. freight embargoes. In each instance, the failure to perform must be beyond the control and
without the fault or negligence of the Lessor.
C. Excuse will not be granted when:
i. the Lessor had actual or constructive knowledge prior to the Lease Award Date that he/she could
not perform in accordance with the requirements of the Lease contract;
ii. the conditions of the property prevent performance;
iii. the Lessor, its employees, agents or contractors, by error or omission, fails to perform; or
iv. the Lessor is unable to obtain sufficient financial resources to perform its obligations.
D. The RECO will ascertain the facts and extent of the failure. If the RECO determines that any
failure to perform is excusable, the RECO will revise the delivery schedule subject to the rights ofthe Government under the default and termination clauses of this contract.
12. Binding Effect (09/2021) 6.2.6 The provisions of this contract and the conditions herein shall be
binding upon, and for the benefit of, the parties and their successors and assigns. In the event of any
sale or transfer of ownership of the property or any portion thereof, the Government will be deemed
to have attorned to any purchaser, successor, assign, or transferee. The succeeding owner will bedeemed to have assumed all rights and obligations of the contractor under this contract establishing
direct privity of estate and contract between the Government and said succeeding owner, with the
same force, effect, and relative priority in time and right as if the contract had initially been enteredinto between such succeeding owner and the Government.
13. Holdover (09/2021) 6.2.12 if after the expiration of the Lease, the Government shall retain
possession of the premises, the Lease shall continue in full force and effect on a month-to-month
basis. Payment shall be made in accordance with the Consideration clause of the Lease at the rate
paid during the Lease term. This period shall continue until the Government shall have signed a new
lease with the Lessor, acquired the property in fee, or vacated the premises.
14. RE Clauses Incorporated by Reference (09/2021) 6.3.0 This solicitation or contract, as applicable,
incorporates by reference the provisions or clauses listed below with the same force and effect as ifthey were given in full text. Upon request, the RECO will make the full text available, or the full text
may be obtained via internet at https://fast.faa.gov/RPF Real Property Clauses.cfm.
A. Officials Not To Benefit (09/2021) 6.3.0-2
B. Assignment of Claims (09/2021) 6.3.0-3
Federal Aviation Administration
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FAA CONTRACT NO: 69'7DCM-22.L-00021
ATID/FACILFFY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DENTON, TEXAS
C. Contracting Officer’s Representative (09/2021) 6.3.0-4
D. Contingent Fees (09/2021) 6.3.0-5E. Anti-Kickback Procedures (09/2021) 6.3.0-6
15. Title to Improvements (09/2021) 6.3.5 Title to the improvements constructed for use by the
Government during the life of this Agreement shall be in the name of the Government.
16. Funding Responsibility for FAA Facilities (09/2021) 6.3.6 The Contractor agrees that all
Contractor requested relocation(s), replacement(s), or modification(s) of any existing or future FAAnavigational aid or communication system(s) necessitated by Contractor improvements or changes
will be at the expense of the Contractor. In the event that the Contractor requested changes or
improvements interferes with the technical and/or operational characteristics of the FAA's facility,
the Contractor will immediately correct the interference issues at the Contractor’s expense. Any
FAA requested relocation, replacement, or modifications shall be at the FAA's expense. In the event
such relocations, replacements, or modifications are necessary due to causes not attributable to eitherthe Contractor or the FAA, funding responsibility shall be determined by mutual agreement between
the parties, and memorialized in a Supplemental Agreement.
17. Changes (09/2021) 6.3.8
A. The RECO may at any time, by written order via Supplemental Agreement, make changes within
the general scope of this Lease in any one or more of the following:
i. Work or services;
ii. Facilities or space layout;
iii. Amount of space/land;
iv. Any other change made within the scope of this lease.
B. If any such change causes an increase or decrease in the Lessor’s cost or time required for
performance under this lease, the RECO will modify this Lease to provide one or more of the
following:
i. An equitable adjustment in the rental rate;
ii. A lump sum equitable adjustment;
iii. An equitable adjustment of the annual operating costs per rentable square foot; or
iv. An adjustment to the delivery date.
C. The Lessor must assert its right to an adjustment by written proposal under this clause within
thirty (30) days from the date of receipt of the change order. Lessor’s request must include all
documentation necessary to validate his/her right to an adjustment. Failure to reach agreement on
any adjustment constitutes grounds for dispute under the Contract Disputes clause.
D. Nothing in this clause excuses the Lessor from proceeding with the change as directed.
E. Absent written supplemental agreement the Government is not liable to the Lessor under thisclause.
18. Failure in Performance (09/2021) 6.3.16 in the event the Contractor fails to perform a service,
provide an item, or satisfy a requirement under this Contract, the Government may:
A. perform the service, provide the item, or satisfy the requirement itself, and abate the rent by its
actual costs (including administrative costs) incurred in doing so,
B. not correct the Contractor’s performance and abate the rent by an amount reasonably calculated to
approximate the decreased value of the Contract arising from the Contractor’s failure to perform, or
C. pursue termination of the contract under the “Termination” clause(s) in this Contract.
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Federal Aviation Administration
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FAA CONTRACT NO: 697DCM-22.L-00021ATED£FACiLrrY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DENTON, TEXAS
19. No Waiver (09/2021) 6.3.17 No failure by the Government to insist upon strict performance of any
provision of this Contract or failure to exercise any right, or remedy consequent to a breach thereof,
will constitute a waiver of any such breach in the future.
20. Non-Restoration (09/2021) 6.3.18 it is hereby agreed between the parties that, upon termination of
its occupancy, including any holdover period, the Government shall have no obligation to restore
and/or rehabilitate, either wholly or partially, the property that is the subject of this contract. It is
further agreed that the Government may abandon in place any or all of the structures and equipment
installed in or located upon said property by the Government during its tenure. Such abandoned
equipment shall become the property of the contractor.
21. Quiet Enjoyment (09/2021) 6.3.25 The Contractor warrants that they have good and valid title to
the premises, and rights of ingress and egress, and warrants and covenants to defend the
Government’s use and enjoyment of said premises against third party claims.
22. Damage by Fire or Other Casualty or Environmental Hazards (09/2021) 6.3.26 if the premises
is partially or totally destroyed or damaged by fIre or other casualty or if environmentally hazardousconditions are found to exist so that the premises is untenantable as determined by the Government,
the Government may agree to allow restoration/reconstruction, or may elect to terminate the
contract, in whole or in part, immediately by giving written notice to the contractor and no furtherrental will be due. The Government shall have no duty to pay rent while the premises are
unoccupied.
23. Interference (09/2021) 6.3.28 in the event that FAA operations interfere with the Contractor’s
facility, the Contractor must immediately notify the RECO. The FAA will begin assessment of
interference immediately upon notification.
If the Contractor or its facility interferes with the FAA’s equipment and the Contractor either knows
of, or is notified by the FAA, of the interference, the Contractor will immediately remediate theinterference at its own cost.
Notification under this clause must include the following information, if known:
A. type of interference,B. the commencement date of the interference, and
C. the root cause of the interference.
24. Hold Harmless (09/2021) 6.3.30 in accordance with and subject to the conditions, limitations and
exceptions set forth in the Federal Tort Claims Act, 28 U.S.C. Ch. 17, the Government will be liable
to persons damaged by any personal injury, death or injury to or loss of property, which is caused by
a negligent or wrongful act or omission of an employee of the Government while acting within the
scope of his office or employment under circumstances where a private person would be liable in
accordance with the law of the place where the act or omission occurred. The foregoing shall not be
deemed to extend the Government’s liability beyond that existing under the Act at the time of such
act or omission or to preclude the Government from using any defense available in law or equity.
25. Examination of Records (09/2021) 6.3.32 The Comptroller General of the United States, the
Administrator of FAA or a duly authorized representative of either shall, until three (3) years after
final payment under this contract, have access to and the right to examine any of the Lessor’s
directly pertinent books, documents, paper, or other records involving transactions related to thiscontract
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Federal Aviation Administration
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FAA CONrRACT NO: 697DCM-22-L-00021ATID/FACILrrY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DENroN, TEnts
26. Subordination, Nondisturbance and Attornment (09/2021) 6.3.33
A. The Government agrees, in consideration of the warranties and conditions set forth in this clause,
that this contract is subject and subordinate to any and all recorded mortgages, deeds of trust and
other liens now or hereafter existing or imposed upon the premises, and to any renewal, modification
or extension thereof. It is the intention of the parties that this provision shall be self-operative and
that no further instrument shall be required to effect the present or subsequent subordination of this
contract. Based on a written demand received by the RECO, the Government will review and, if
acceptable, execute such instruments as the contractor may reasonably request to evidence further
the subordination of this contract to any existing or future mortgage, deed of trust or other securityinterest pertaining to the premises, and to any water, sewer or access easement necessary or desirable
to serve the premises or adjoining property owned in whole or in part by the contractor if such
easement does not interfere with the full enjoyment of any right granted the Government under thiscontract
B. No such subordination, to either existing or future mortgages, deeds of trust or other lien or
security instrument shall operate to affect adversely any right of the Government under this contract
so long as the Government is not in default under this contract. Contractor will include in any futuremortgage, deed of trust or other security instrument to which this contract becomes subordinate, or
in a separate non-disturbance agreement, a provision to the foregoing effect. Contractor warrants that
the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other
security instruments have consented to the provisions of this clause, and agrees to provide true
copies of all such consents to the RECO promptly upon demand.
C. In the event of any sale of the premises or any portion thereof by foreclosure of the lien of any
such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu of
foreclosure, the Government will be deemed to have attorned to any purchaser, purchasers,
transferee or transferees of the premises or any portion thereof and its or their successors andassigns, and any such purchasers and transferees will be deemed to have assumed all obligations of
the contractor under this contract, so as to establish direct privity of estate and contract between
Government and such purchasers or transferees, with the same force, effect and relative priority in
time and right as if the contract had initially been entered into between such purchasers or
transferees and the Government; provided, further, that the RECO and such purchasers or transferees
shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure,
execute all such revisions to this contract, or other writings, as shall be necessary to document the
foregoing relationship.
D. None of the foregoing provisions may be deemed or construed to imply a waiver of theGovernment's rights as a sovereign.
27. Notification of Change in Ownership or Control of Land (09/2021) 6.3.34 if the Contractor sells,
dies or becomes incapacitated, or otherwise conveys to another party or parties any interest in the
aforesaid land, rights of way thereto, and any areas affecting the premises, the Government shall be
notified in writing, of any such transfer or conveyance within 30 calendar days after completion of
the change in property rights. Concurrent with the written notification, the Contractor or
Contractor’s heirs, representatives, assignees, or trustees shall provide the Government copies of the
associated legal document(s) (acceptable to local authorities) for transferring and/or conveying the
property rights.
Federal Aviation Administration
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FAA CONtRACT NO: 697DCM-22-L-00021ATID/FACILFTY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DEMON, TE}as
28. Integrated Agreement (09/2021) 6.3.36 This Contract, upon execution, contains the entire
agreement of the parties, and no prior written or oral agreement, express or implied shall be
admissible to contradict the provisions of this Contract.
29. Unauthorized Negotiating (09/2021) 6.3.37 in no event shall the Contractor enter into negotiations
concerning the premises with anyone other than the RECO or his/her designee.
30. Contract Disputes (09/2021) 6.3.39
A. All contract disputes arising under or related to this contract shall be resolved through the
Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute
Resolution for Acquisition (ODRA) and shall be governed by the procedures set forth in 14 C.F.R.
Parts 14 and 17, which are hereby incorporated by reference. Judicial review, where available, will
be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A contractor
may seek review of a final FAA decision only after its administrative remedies have been exhausted.B. The filing of a contract dispute with the ODRA may be accomplished by mail, overnight delivery,
hand delivery, or by facsimile, or if permitted by Order of the ODRA, by electronic filing. A
contract dispute is considered to be filed on the date it is received by the ODRA during normal
business hours. The ODRA's normal business hours are from 8:30 am to 5:00 pm Eastern Time.
C. Contract disputes are to be in writing and shall contain:i. The contractor's name, address, telephone and fax numbers and the name, address, telephone and
fax numbers of the contractor's legal representative(s) (if any) for the contract dispute;
ii. The contract number and the name of the Contracting Officer;
iii. A detailed chronological statement of the facts and of the legal grounds for the contractor's
positions regarding each element or count of the contract dispute (i.e., broken down by individual
claim item), citing to relevant contract provisions and documents and attaching copies of those
provisions and documents;
iv. All information establishing that the contract dispute was timely filed;
v. A request for a specific remedy, and if a monetary remedy is requested, a sum certain must be
specified and pertinent cost information and documentation (e.g., invoices and terminated checks)
attached, broken down by individual claim item and summarized; and
vi. The signature of a duly authorized representative of the initiating party
D. Contract disputes shall be filed at the following address:
i. For filing by hand delivery, courier or other form of in-person delivery:
Office of Dispute Resolution for AcquisitionFederal Aviation Administration
600 Independence Avenue SW., Room 2W 100Washington, DC 20591; or
For filing by U.S. Mail:
Office of Dispute Resolution for AcquisitionFederal Aviation Administration
800 Independence Avenue SW
Washington, DC 20591
[Attention: AGC-70, Wilbur Wright Bldg. Room 2W 100]; or
Federal Aviation Administration
OR Airport Land Lease Template, 09/2021OMB COVIROL NO. 2120-0595
FAA CONtRACT NO: 697DCM-22-L-00021ATID/FACILFFY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DEMON, TEns
Telephone: (202) 267-3290
Facsimile: (202) 267-3720
Alternate Facsimile: (202) 267-1293; or
ii. Other address as specified in 14 CFR Part 17.
E. A contract dispute against the FAA shall be filed with the ODRA within two (2) years of theaccrual of the contract claim involved. A contract dispute by the FAA against a contractor
(excluding contract disputes alleging warranty issues, fraud or latent defects) likewise shall be filed
within two (2) years after the accrual of the contract claim. If an underlying contract entered into
prior to the effective date of this part provides for time limitations for filing of contract disputes with
the ODRA which differ from the aforesaid two (2) year period, the limitation periods in the contract
shall control over the limitation period of this section. In no event will either party be permitted to
file with the ODRA a contract dispute seeking an equitable adjustment or other damages after the
contractor has accepted final contract payment, with the exception of FAA claims related to
warranty issues, gross mistakes amounting to fraud or latent defects. FAA claims against thecontractor based on warranty issues must be filed within the time specified under applicable contract
warranty provisions. Any FAA claims against the contractor based on gross mistakes amounting to
fraud or latent defects shall be filed with the ODRA within two (2) years of the date on which the
FAA knew or should have known of the presence of the fraud or latent defect.
F. A party shall serve a copy of the contract dispute upon the other party, by means reasonablycalculated to be received on the same day as the filing is to be received by the ODRA.
G. After filing the contract dispute, the contractor should seek informal resolution with the
Contracting Officer.
H. The FAA requires continued performance with respect to contract disputes arising under this
contract, in accordance with the provisions of the contract, pending a final FAA decision.
1. The FAA will pay interest on the amount found due and unpaid from (1) the date the Contracting
Officer receives the contract dispute, or (2) the date payment otherwise would be due, if that date is
later, until the date of payment. Simple interest on contract disputes shall be paid at the rate fixed by
the Secretary of the Treasury that is applicable on the date the Contracting Officer receives the
contract dispute and then at the rate applicable for each 6-month period as fixed by the TreasurySecretary until payment is made. Interest will not accrue for more than one year.
J. Additional information and guidance about the ODRA dispute resolution process for contract
disputes can be found on the ODRA website at http://www.faa.gov.
31. Clearing/Disposing of Debris (09/2021) 6.3.41
A. The Government shall notify the Contractor in writing ten (10) days prior to the start of any
clearing of trees and/or brush and tree cuttings.
B. The Contractor grants the Government the right and privilege to enter upon the Contractor’s landin order to cut, trim, tip, shape and maintain any trees situated within the premises and said cutting
privilege granted to the Government shall include native grasses, scrub brush, and scrub to trees.
Only those trees that are determined by the Government to interfere with the operation and proper
function of the Government’s facility will be subject to the Government’s granted privilege.
Coordination with the Contractor will be made prior to any cutting of any selected trees.
C. The Government agrees to dispose of all grass, brush, and tree cuttings by the Government’s
contractor. All tree logs, limbs, or branches 2 or more inches in diameter and 5 feet in length, shall
be stacked in an area selected by the Lessor. The Government’s disposal of debris, grass, branches,
etc., shall comply with regulatory requirements.
Federal Aviation Administration
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FAA CONTRACT NO: 697DCM-22-L-00021ATm/FACILITY TYPE (DTO) FORTH WORTH (DENTON) aM/LaMLOCATION: DENTON, TEns
32. System for Award Management - Real Property (SAM Waiver) (09/2021) 6.4.1 The System for
Award Management (SAM) is the Government's required method to receive vendor information.
However, you have been granted an exception to SAM and therefore must provide your initial
payment information and any future changes to your payment infonnation to the RECO on a
completed and signed "Vendor Miscellaneous Payment Information" form, together with any otherrequired notice under this lease.
33. Payment by Electronic Funds Transfer (09/2021) 6.4.2 All payments by the Government under
this Contract will be made by electronic funds transfer (EFT). The Government will make payment
by EFT through the Automated Clearing House (ACH) network, subject to the rules of the National
Automated Clearing House Association. The rules governing federal payments through the ACH are
contained in 3 1 CFR Part 210. The Lessor is responsible for maintaining correct paymentinformation with the Government. If the Lessor’s EFT information is incorrect or outdated, the
Government is not required to make payments to the Lessor until correct/current EFT information is
submitted to the Government for payment distribution.
34. Hazardous Substance Contamination (09/2021) 6.8.1 The FAA agrees to remediate, at its sole
cost, all hazardous substance contamination on the FAA facility premises that is found to have
occurred as a direct result of the installation, operation, relocation and/or maintenance of the FAA’s
facilities covered by this contract. The Contractor agrees to remediate at its sole cost, all other
hazardous substance contamination found on the FAA facility premises. The Contractor also agrees
to hold the FAA harmless for all costs, liabilities and/or claims by third parties that arise out of
hazardous contamination found on the FAA facility premises that are not directly attributable to the
installation, operation and/or maintenance of the facilities.
35. Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services
or Equipment (09/2021) 6.9.5
(a) Definitions. As used in this clause–
Backhaul means intermediate links between the core network, or backbone network, and the small
subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone
network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable,
Ethernet) .
Covered foreign country means The People's Republic of China.
Covered telecommunications equipment or services means–
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillanceof critical infrastructure, and other national security purposes, video surveillance and
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou
Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary oraffiliate of such entities):
(3) Telecommunications or video surveillance services provided by such entities or using such
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equipment; or
(4) Telecommunications or video surveillance equipment or services produced or provided by an
entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the
Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or
controlled by, or otherwise connected to, the government of a covered foreign country.
Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the
International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of
Federal Regulations;
(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the
Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal
Regulations, and controlled–
(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and
biological weapons proliferation, nuclear nonproliferation, or missile technology; or
(ii) For reasons relating to regional stability or surreptitious listening.
(3) Specially designed and prepared nuclear equipment, parts and components, materials, software,
and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to
foreign atomic energy activities);(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal
Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of
title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export
Control Reform Act of 2018 (50 U.S.C. 4817).
Interconnection arrangements means arrangements governing the physical connection of two ormore networks to allow the use of another's network to hand off traffic where it is ultimately
delivered (e.g., connection of a customer of telephone provider A to a customer of telephonecompany B) or sharing data and other information resources.
Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession
about the identity of the producer or provider of covered telecommunications equipment or services
used by the entity that excludes the need to include an internal or third-party audit.
Roaming means cellular communications services (e.g., voice, video, data) received from a visited
network when unable to connect to the facilities of the home network either because signal coverage
is too weak or because traffic is too high.
Substantial or essential component means any component necessary for the proper function or
performance of a piece of equipment, system, or service.
(b) Prohibitions .(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year
2019 (Tub. L. 115-232) prohibits the head of an executive agency on or after August 13 ,
2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any
equipment, system, or service that uses covered telecommunications equipment or services as a
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substantial or essential component of any system, or as critical technology as part of any system. The
Contractor is prohibited from providing to the Government any equipment, system, or service that
uses covered telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system, unless an exception at paragraph (c) of
this clause applies or the covered telecommunication equipment or services are covered by a waiverdescribed in AMS T3.6.4 A 16.e.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year
2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020 from
entering into a contract, or extending or renewing a contract, with an entity that uses any equipment,
system, or service that uses covered telecommunications equipment or services as a substantial oressential component of any system, or as critical technology as part of any system, unless an
exception at paragraph (c) of this clause applies or the covered telecommunication equipment or
services are covered by a waiver described in AMS T3.6.4A.16.e. This prohibition applies to an
entity that uses covered telecommunications equipment or services, including use not in support ofthe Government.
(c) Exceptions. This clause does not prohibit contractors from providing–
(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or
interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility
into any user data or packets that such equipment transmits or otherwise handles.
(d) Reporting requirement.
(1) in the event the Contractor identifies covered telecommunications equipment or services used as
a substantial or essential component of any system, or as critical technology as part of any system,
during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by
any other source, the Contractor must report the information in paragraph (d)(2) of this clause to the
Contracting Officer, unless elsewhere in this contract are established procedures for reporting the
information. For indefinite delivery contracts, the Contractor must report to the Contracting Officer
for the indefinite delivery contract and the Contracting Officer(s) for any affected order.
(2) The Contractor must report the following information pursuant to paragraph (d)(1) of this clause:
(i) Within one business day from the date of such identification or notification: The contract number;
the order number(s), if applicable; supplier name; supplier unique entity identifier (if known);
supplier Commercial and Government Entity (CAGE) code (if known); brand; model number
(original equipment manufacturer number, manufacturer part number, or wholesaler number); item
description; and any readily available information about mitigation actions undertaken orrecommended.
(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any
further available information about mitigation actions undertaken or recommended. In addition, the
Contractor must describe the efforts it undertook to prevent use or submission of covered
telecommunications equipment or services, and any additional efforts that will be incorporated to
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prevent future use or submission of covered telecommunications equipment or services.
(e) Subcontracts. The Contractor must insert the substance of this clause, including this paragraph
(e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition
of commercial items.
36. Covered Telecommunications Equipment or Services- Representations (09/2021) 6.9.5-1
(a) Definitions. As used in this provision, “covered telecommunications equipment or services” has
the meaning per the "Prohibition on Contracting for Certain Telecommunications and Video
Surveillance Services or Equipment” clause in this contract.
(b) Procedures. The offeror must review the list of excluded parties in the System for Award
Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for
covered telecommunications equipment or services.
(c) Representations.
(1) The offeror represents that it does, X does not provide covered
telecommunications equipment or services as part of its offered products or services to the
Government in the performance of any contract, subcontract, or other contractual instrument.
(2) After conducting a reasonable inquiry for purposes of this representation, the offeror
represents that it does, X does not use covered
telecommunications equipment or services, or any equipment, system, or service that uses
telecommunications equipment or services.
37. Representation Regarding Certain Telecommunications and Video Surveillance Services or
Equipment (09/2021) 6.9.5-2
NOTE: The offeror must not complete the representation at paragraph (d)(1) in this provision if the
offeror has represented that it does not provide covered telecommunications equipment or services
as part of its offered products or services to the Government in the performance of any contract,
subcontract, or other contractual instrument in the provision "Covered Telecommunications
Equipment or Services – Representation" (c)(1). Additionally, The offeror must not complete the
representation at paragraph (d)(2) in this provision if the offeror has represented that it does not use
covered telecommunications equipment or services, or any equipment, system, or service that uses
telecommunications equipment or services in the provision "Covered Telecommunications
Equipment or Services – Representation" (c)(2).
PROVISION/CLAUSE:
(a) Definitions. As used in this provision–
Backhaul, covered telecommunications equipment or services, critical technology, interconnection
arrangements, reasonable inquiry, roaming, and substantial or essential component have themeanings provided in the clause AMS clause 6.9.5, Prohibition on Contracting for Certain
Telecommunications and Video Surveillance Services or Equipment.
(b) Prohibitions.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year
2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from
procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment,
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system, or service that uses covered telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as part of any system.
Nothing in this prohibition will be construed to–
(i) Prohibit the head of the agency from procuring with an entity to provide a service that connects to
the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot
permit visibility into any user data or packets that such equipment transmits or otherwise handles.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year
2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020 from
entering into a contract or renewing a contract with an entity that uses any equipment, system, or
service that uses covered telecommunications equipment or services as a substantial or essential part
of any system or as critical technology as part of any system. This prohibition applies to any entity
that uses covered telecommunications equipment or services, including uses not in support of theGovernment.
Nothing in this prohibition will be construed to-
(i) Prohibit the head of the agency from procuring with an entity to provide a service that connects to
the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot
permit visibility into any user data or packets that such equipment transmits or otherwise handles.
(c) Procedures: The offeror must review the list of excluded parties in the System for AwardManagement (SAM) (https://www.sam.gov) for entities excluded from Federal awards for covered
telecommunications equipment or services.
(d) Representations.
(1) The Offeror represents that it [ ] will,A will not provide covered telecommunications equipmentor services to the Government in the performance of any contract, subcontract or other contractual
instrument resulting from this solicitation.
(2) After conducting a reasonable inquiry for purposes of this representation, the Offeror represents
that it does [ ] does not [XI USE covered telecommunications equipment or services, or use anyequipment, system, or service that uses covered telecommunications equipment or services. The
Offeror must provide the additional disclosure information required at paragraph (e) if the Offerorindicates “does”.
(e) Disclosures. Disclosure for the representation in paragraph (d) (1) of this provision-
If the Offeror has responded “will“ in the representation in paragraph (d) (1) of this provision, theOfferor must provide the following information as part of the offer–
(1) For covered equipment
(i) The entity that produced the covered telecommunications equipment (include entity name, unique
entity identifier, CAGE code, and whether the entity was the original equipment manufacturer(OEM) or a distributor, if known;
(ii) A description of all covered telecommunications equipment offered (include brand; model
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FAA CONTRACT NO: 697DCM-22-L-00021ATID/FACILIFY TYPE (DTO) FORTH WORTH (DENTON) OM/LaMLOCATION: DENTON, TE)as
number, such as OEM number, manufacturer part number, or wholesaler number; and item
description, as applicable); and
(iii) Explanation of the proposed use of covered telecommunications equipment and any factors
relevant to determining if such use would be permissible under the prohibition in paragraph (b) (1)of this provision;
(2) For covered services-
(i) if the service is related to item maintenance, a description of all covered telecommunications
services offered (include on the item being maintained: brand, model number, such as OEM number,
manufacturer part number, or wholesaler number; and item description, as applicable; or
(ii) if not associated with maintenance, the Product Service Code (PSC) of the service being
provided; and explanation of the proposed uses of covered telecommunications services and anyfn n+ A +n +A Inbv rat HL+ +nb la+£3vbnuq int : rb rr if naTAL san rb XTrA an ll L nb +b nb aqa %4 : nln : LInk nn+bJnbH +l4 nb +bnnbl il : +: A n in paragraph(b)(1) of this provision.
Disclosure for representation in paragraph (d) (2) of this provision. If the Offeror has responded
“does” to paragraph (d)(2) of this provision, the offeror must provide the following information as
part of the offer–
(3) For covered equipment
(i)The entity that produced the covered telecommunications equipment (include entity name, unique
entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known;(ii) A description of all covered telecommunications equipment offered (include brand; model
number, such as original equipment manufacturer (OEM) number, manufacturer part number, or
wholesaler number; and item description, as applicable); and
(iii) Explanation of the proposed use of covered telecommunications equipment and services and any
factors relevant to determining if such use would be permissible under the prohibition in paragraph(b) (2) of this provision.(4) For covered services-
(i) if the service is related to item maintenance, a description of all covered telecommunicationsservices offered (include on the item being maintained: brand, model number, such as OEM number,
manufacturer part number, or wholesaler number; and item description, as applicable); or
(ii) if not associated with maintenance, the Product Service Code (PSC) of the service being
provided; and explanation of the proposed uses of covered telecommunications services and any
factors relevant to determining if such use would be permissible under the prohibition in paragraph
(b)(2) of this provision.
38. Notices (09/2021) 6.10.1 All notices/correspondence must be in writing, reference the Contractnumber, and be addressed as follows:
TO THE CONTRACTOR:
City of Denton215 E. McKinney
Denton, Texas 76201
TO THE GOVERNMENT:
Federal Aviation Administration
Real Estate Branch, AAQ-920
10101 Hillwood ParkwayFort Worth, TX 76177
Federal Aviation Administration
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FAA CONTRACT NO: 697DCM-22-L-00021ATID£FACILFFY TYPE (DTO) FORTH WORTH (DENTON) OM/LOIYILOCATION: DEFtroN, TEXAS
39. Signature Block (09/2021) 6.10.3 This Contract shall become binding when it is fully executed by
both parties. In witness whereof, the parties hereto have subscribed their names as of the date shownbelow
LESSOR: City ofDe9k\n Attest: City Secretary
ISI,k=f%:/#:By:g/@
Print Nam
Title
Date
Print Title
Approved as to Legal Form:
By: I ’-:<u{ ; JIb ’a,*,',,'\b
f*',C(CP- }?(’!:!Lvt- if).-((! \\J f ".rr.'+ ,') ./q t11111 tIllOFa
.i}'\nPrint Name: i,\aIr,Z /1
Title: k’.i\{\!rtL!
Date
UNITED STATES OF AMERICADEPARTMENT OF TRANSPORTATIONFEDERAL AVIATION ADMINISTRATION
By:Jana C. Blanco
Real Estate Contracting OfficerDate :
CERTIFICATE OF AUTHORIZATION
I, the undersigned, herebycertify that asi_ .#@/r4v/, who sip'd thi' in'tr"ment on of behalf of
is in fact authorized to sign on behalf of
&
by authority of its governing resolution, and is within the
scope of K powers.
Print Name:bZ4L ''„ "*le, #a/hpa d?3;2zaJ,Signature: J a _ r/ lb ,
15
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CERTIFICATE OF ACKNOWLEDGMENT
STATE 0
COUNTY X7 ’P /A rt aK
O„ thi,, thJ#– d,y ,f 7914&tv, 20;Z b,
Notary P„bnc, perso„,lly appeared, ,F) q[(’,~
name is subscribed to the foregoing instrument and acknowledge that he/she executed the same for the
Fore me)
,IS /'
the undersigned
known to me to be the person whose
purposes therein contained
TRACY R. HOLT
My NoWy ID # 133164724Wires June 21, 2025
gR;8?imli;
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF TARRANT
On this, the day of , 202 , before me, , the undersigned
Notary Public, personally appeared, Jana C. Blanco known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledge that he/she executed the same for the purposes therein contained.
Notary Public
Federal Aviation Administration
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