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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 [\'ctU.\ \JU\\\ ::.:?,=',::;„„..„.„„„„„" 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 oa Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 2 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 Off Airport Land Lease Template, 09/2021OMB CONIROL NO. 2120-0595 3 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. 4 Federal Aviation Administration Off Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 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 5 Federal Aviation Administration OR Airport Land Lease Template, 09/2021OMB covrROL NO. 2120-0595 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 Off Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 6 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 Off Airport Land Lease Template, 09/2021OMB COVIROL NO. 2120-0595 8 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 9 Federal Aviation Administration OR Airport Land Lease Template, 09/2021OMB CONIROL NO. 2120-0595 FAA COVFRACT NO: 697DCM-22.L-00021 ATm/FACiLitY TYPE (DTD) FORTH WORTH (DENrON) OWLOMLOCATION: DENTON, TEns 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 Federal Aviation Administration OH Airport Land Lease Template, 09/2021OMB CONIROL NO. 2120-0595 10 FAA CONtRACT NO: 697DC'M-22-L-00021ATiD/FACiLrrY TYPE (DTO) FORTH WORTH (DENTON) OWLOMLOCATION: DENTON, TEns 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 Federal Aviation Administration Off Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 11 FAA CONTRACT NO: 697DCM-22-L-00021ATID/FACILHY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DENTON, TE)as 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, Federal Aviation Administration Off Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 12 FAA CONTRACT NO: 697D(_'M-22-L-00021ATID/FACILITY TYPE (DTO) FORTH WORTH (DENTON) OM/LOMLOCATION: DENTON, TEns 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 Federal Aviation Administration Off Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 13 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 Off Airport Land Lease Template, 09/2021OMB (_'ONIROL NO. 2120-0595 14 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 Federal Aviation Administration Off Airport Land Lease Template, 09/2021OMB coNrROL NO. 2120-0595 FAA CONTRACT NO: 697DCM-22-L-00021ATID/FACILrrY TYPE (DTO) FORTH WORTH (DENTON) OM£LOMLOCATION: DENTON, TEns 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 Off Airport Land Lease Template, 09/2021OMB CONTROL NO. 2120-0595 16