22-968ORDINANCE NO. 22-968
AN ORDINANCE OF THE CITY OF DENTON APPROVING AN ASSIGNMENT OFAIRPORT LEASE FROM 3KAM REAL ESTATE, LLC TO DTO 4858 LLC OF AN AIRPORTLEASE COVERING PROPERTY AT 4858 LOCKHEED LANE, DENTON, TEXAS AT THEDENTON ENTERPRISE AIRPORT; AMENDING THE EXISTING AIRPORT LEASE:AUTHORIZING THE CITY MANAGER TO EXECUTE THE ASSIGNMENT OF AIRPORTLEASE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on May 7, 2019, the City of Denton, a Texas home-rule municipal corporation
(hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator
(the “Lease”) with 3KAM Real Estate, LLC covering property located at 4858 Lockheed Lane,
Denton, Texas, as more fully described in the Lease (the “Property”), at the Denton Enterprise
Airport (“Airport”), which Lease was approved by the City pursuant to Ordinance No. 19-394;and
WHEREAS, Assignor has agreed to assign its interest in the Lease, including certain
improvements thereon, to DTO 4858 LLC (“Assignee”); and
WHEREAS, Assignee has requested certain changes to the Lease to be incorporated into
the proposed assignment to which City staff recommends approval; and
WHEREAS, the Lease requires the written consent of the City for the proposed assignment
to be effective, and Assignor has requested the City give such consent; and
WHEREAS, at the June 8, 2022 meeting of the Airport Advisory Board, the Board
recommended that the City approve the Assignment of Airport Lease for the Property by a vote of4 to 0; and
WHEREAS, the City Council deems it in the public interest to enter into an Assignmentof Airport Lease giving consent to the assignment contemplated above; 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.
SECTION 2. The Assignment of Airport Lease for the Property in the form attached
hereto as Exhibit A is hereby approved and made a part of this ordinance for all purposes.
SECTION 3. The City Manager, or their designee, is hereby authorized to execute the
approved Assignment of Airport Lease .
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
1
The motion to
seconded by
the following vote U_ - a:approve this Ordinance was made byVickiThis ordinance was passed anda and
approved by
Aye
vr
/
V/
U/
t/
t/
t/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Jesse Davis, District 3 :
Alison Maguire, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, 29+ d,y ,f TIMe. , 2022.rmr£l==="
ATTEST:
ROSA RIOS, CITY SECRETARY
\\\11111111/D EdbF+••••eoe ••+a,,,J,,Z
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by MarcellaLunn
, , DN: cn=Marcella Lunn. o.
wt\'tIn.\ \JL$$ i:iT,==f„'i„,'.:y„„"on.com, c=USDate: 2022.06.02 15:14:23 -05'00'
BY:
DocuSign Envelope ID: 166FEODl-8DOE43AF-BD13-B778AAF38496
Exhibit A
ASSIGNMENT OF AIRPORT LEASE
DENTON ENTERPRISE AIRPORT
DATE:lane ZS , 2022 (the “Assignment Effective Date”)
ASSIGNOR:
ASSIGNEE :
3KAM Real Estate, LLC
DTO 4858 LLC
LANDLORD :City of Denton, a Texas home-rule municipal corporation
LEASE:Attachment 1 - Airport Lease Agreement – Commercial Operator, dated May 9,
2019; City of Denton Approval Ord. 19-394, as amended herein. (the “Lease”)
PREMISES :1.704 acres, along with certain leasehold improvements, located at 4858
Lockheed Lane, Denton, TX, Denton Enterprise Airport, all as described in theLease
Effective as of the Assignment Effective Date, Assignor hereby assigns to Assignee its interest
in the Lease by the execution of this document (this “Assignment”) .
A. Assignee agrees to:
1. Assume Tenant’s obligations under the Lease.
2. Accept the Premises in their present "as is" condition.
3. Complete all obligations of transfer and purchase from Assignor prior to this
Assignment becoming effective.
B. Landlord consents to this Assignment:
1. Landlord agrees that following assignment, it shall look solely to Assignee
for fulfillment of the Lease obligations.
C. Assignor agrees that:
1. Assignor confirms that the Lease with respect to the Premises is to betransferred to DTO 4858 LLC .
2. On or before the date of this Assignment, Assignor will pay or will cause the
Assignee to pay to Landlord a $1,000 transfer fee.
D. The Lease is hereby amended as follows:
1. Section 1.2.A of the Lease is amended to delete the phrase “in common with
others so authorized of passage, upon the Public Area,” and to replace it with “in
common with others so authorized of passage, upon the City road system (the
Page ! of 5
DocuSign Envelope ID: 166FEODl-8DOEJ+3AF-BD13-B778AAF38496
“Public Area”),”
2.Section 8.1. A of the Lease is amended to delete the phrase “As a condition of
obtaining such consent, the transferee receiving any such right shall be required to
execute a new lease agreement provided by City.” and to replace it with the
following “As a condition of obtaining such consent, the City reserves the right to
require the transferee receiving any such rights from Lessee to execute a new
lease agreement provided by City.”
3. Section 9.2 of the Lease is amended to delete the following:
3KAM Real Estate LLC
AHn: J. Mike Riley2412 Fort Worth Drive
Denton, Texas 76205
and to replace it with:
DTO 4858 LLC
Attn: Jon Wenrich
8507 NW Pacific Street
Portland, OR 97220
E-mail: Jon. Wenrich@fbocap.com
E. Capitalized terms not defined in this Assignment shall have the meaning ascribed to themin the Lease.
F. Except as amended by this Assignment, the provisions of the Lease shall remain in fullforce and effect.
[Signatures on following page]
Page 2 of 5
DocuSign Envelope ID: 166FEODl-8DOE43AF-BD13-B778AAF38496
Assignee:DTO 4858 LLC
arne, Title
STATE OF w6ttltCnf6bJ
COUNTY OF '-4Nh
This instrument was acknowledged before me on the IP day of MM , 2022, by
and y,INN+ , as Mk„Mac of DTO 4858 LLC, as an act of
said company.
Notary Public, State of Vxshr,SAT,d
My Commission Expires ot . OI , 2D2Q,
(or Notary Stamp)
Page 3 of 5
DocuSign Envelope ID: 166FEODl-8DOE-43AF-BD13-B778AAF38496
Assignor:3KAM Real Estate, 1'i'C
_ IA . 7/Name. I'lUe
rh£YHX}cf
STATg or l£WS
COUNTY OF LEntOn
'I,dg,d before me on the ZIp day of !022, byLLC, asaas
[sEALJ Notary Public, State of -If ICtb
My Commission Expires LP ' ll ’t+
(or Notary Stamp)
I’age 4 of 5
DocuSign Envelope ID: 166FEODl-8DOE-43AF-BD13-B778AAF38496
Consent:
Landlord:
City of Denton
Approved as to Legal Form
smHensley,,/M.'.J b Mack Reinwand, City Attorney
ATTEST:
f/a/q
Rosa Rios, City Secretary
l\tllllllfJTHIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational
obliga/daUBFALkrsiness terms.[urL:q' \==A79499140F7443AScott bray ---
Director – Airport, Facilities
6/3/2022
By:
Date Signed:
Page 5 of 5
Attachment 1
AIRPORT LAND LEASE AGREEMENT
between
CITY OF DENTON
and
3KAM REAL ESTATE LLC
dated as of
May 7, 2019
Airport Land Lease (3/19)
TABLE OF CONTENTS
Page No.
ARTICLE I LEASE OF LEASED PREMISES; TERM .___.....______.___..____.„__..._..__1
Section 1. 1
Section 1.2
Section 1.3
Section 1.4
Section 1.5
Section 1.6
Lease of Leased Premises ..........,...,...,....................................,.,,.,..................._.1
Lease Premises ...................._....................,.............,...,..,...'......._.*......................2
Lease Term.,..,.................................,.............,..,......,...........................,..,.....___...2
Holding Over; Rights at Expiration ...................................................,....,.,........2
Inspection of Leased Premises; Access to Books and Records .............,.......,...3
Ownership of Leased PI'emises .........,..............................................,.........,.......3
ARTICLE II RENTAL...................................................,..............................................................3
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Rent ..................,.,...............,.............................,............................,.,.,...,............3
Late Ch,rrge .........,.............,........,.,.,..........._.......................................-...--.-..,.....4
Time and Place of Payments .............,..........................,.............................,.......4
Delinquent Rent ...................................,....._.,..................................,..............._..4
ARTICLE III OCCUPANCY, USE AND CONDITIONS OF LEASED PREMISES............4
Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Condition of Leased Premises .,..................,............................,....,,,,.............,...4
Construction of llnprovemenB ........,...,.......,.,..,......_....................,.....,,..-...-......4Access ..................................................,,..._................................,.....,.................5
Use of Leased Premises and Compliance with all Laws and Regulations ......'.6No Unauthorized Use......................................,.....,.....,....................................'.6
Permits and Licenses.............................................................,......,,....................7
Payment of Taxc.q......_,................,................,......,.,,.,,..--.-,...,,,....,......................7No Liens .,...,..............,.............,....,,....,....,..........................................................7
ARTICLE IV REPRESENTATIONS AND WARRANTIES .._..____.___........___..._._____8
Section 4.1
Section 4.2 RepnselrtaLion$ by eity ..............................'.........,.........._.................................8
Representations by Lessee ....................,,..........,..................,...,............,....,,--..-.8
ARTICLE V OBLIGATIONS OF LESSEE .____....._..„..___..______._......__..___.___.___.8
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6
Section 5.7
Section 5.8
Plans and Speci11cations .......................,........,...,......................................,,.......8Operations and Maintenance...............,.....,...,.....,..................................,.---.--...-8Utilities.......................................,...,..,....,.....,............,.,,................................,.,..8
Signs.........................,.,........,,....................................,,.,...,.....,...........................9Security .......................,..................,...,..,...............................................,_...........9
Obstruction Lights ..................,........,......,.......,.....................,.,..,..--,-.....-...........9Hazardous Materials. ....,_,....,,.............,..............,....,..........,...,........,..................9
Trash. Garbage. and Other Refuse ......,........._..,...... ................................--...--. t O
ARTICLE VI INDEMNIFICATION AND INSURANCE ....„..__.........._...__..__..__....___.11
I
Section 6.1 Insurance .........................................,...,............................................................ 11
Section 6.2 Lessee’s Indemnification and Duty to Pay Damages. .....................................12
ARTICLE VII DEFAULT AND REMEDIES .„........„..____._....__.„____...,._,..,....„„,.___._12
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Lessee’s Default......................................_..,,.....................,.,,.......,,..,,.,,..,,....,..12
Default by City........................................,..............................................-...-....,12
Remedies for Failure to Pay Rent ...,.,.,.,............,..............,,....,..,.....................13
Relnedies for Breach of Agreement ......................................,..,,.,....,...............13Survival ..............,.............................................,......,.,.,.......,............'.,.'_.,......., 13
ARTICLE VIII ASSIGNMENT AND SUBLEASING ___....__..„_____.,.„._____.._....__.__13
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Assignment by L.essee........,_....,..............,..,......................................,.,.,.....,.-.13
Assignment bye,jty.........................................................,....,,,....,,,......,......,..-. 14l:neumbrance s ....,......,...,............,......,.......'......................................,..,............ 14
Leasehold Mortgage................_........................................................................14Leasehold Mortgage - Non-exhaustive List of Preconditions. ........................14SubEeasing . .......................,.......,.,...,...........................,.....*..............,,....,..........16
ARTICLE IX MISCELLANEOUS PROVISIONS ..................................................................16
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
9.10
9.11
9.12
9.13
9.14
9.15
9.16
9.17
Waiver of[":xemption .................................,.....,........,.......,......._......................16Addresses ....................................,,.,.,...,..,.,.,............................,.......................1 6No Waiver..............................,...........,.,,.,,,_.,..........._.......................................16
Lessee’s Subordination ............................................'......................-................17
Additional Cllal',Hes as Rent .............................................................................17Subordination to Grant Assurances ....................................,..,...,,..,._.....,,........17
Non-Interference with Operation of the Airport ......................,...,,.................. 17
Elnergency Closures ..,,,._,,,_,.,............................,..,.................._......................17
Interpretation ..,,..,.....,...,.,.,......,..........,...,...................,...................*.................17
Force Majeure .....................................................'............................................18
Governing LBW and Venue ...................................................................-..........18Amendments and Waivers ..,............,,.,,....,.,..,,.............,.........,.....-......--.,........18e .............................,.......,...,,.,.............,................................,..........18
Merger..............................,.,..._....,.._.........................................,..,..,.....,..,.......,19
Relationship of Parties ................,......,............,,.....,,...............,..,.....................19Further Assurances............,,__,,,,,,.,,,.....................................,.......,........,.,........19
Required Federal Clauses ,...................,........,...................,...,.-....-.................,.19
11
LAND LEASE AGREEMENT
THIS LAND LEASE AGREEMENT (this “Agreement”) effective as of this 7th day ofMay, 2019, by and between the CITY OF DENTON, TEXAS, a municipal corporation, (“City”),
and 3KAM Real Estate, LLC, a Texas limited liability company (the “Lessee” and, together with
City, the “Parties” and each a “Party”).
RECITALS
WHEREAS, City is the owner and operator of the Denton Enterprise Airport in the City of
Denton, Texas (the “Airport”);
WHEREAS, City has the right, title and interest in and to the real property on the Airport,
together with the facilities, easements, rights, licenses, and privileges hereinafter granted, and has
full power and authority to enter into this Agreement in respect thereof;
WHEREAS, City owns that certain real property located within the Airport legallydescribed as Tract One on Exhibit A attached hereto and made part hereof which consists of
74,226.24 square feet or 1.704 acres (such real property, together with all rights, privileges,
easements and appurtenances benefiting such rea] property, are collectively referred to herein as
the “Leased Premises”);
WHEREAS, City desires to continue to have and further develop the Leased Premises for
exclusively aeronautical purposes beneficial to the City and the general public;
WHEREAS, Lessee is qualified, ready, willing and able to undertake such commercialdevelopment and/or use; and
WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agreeas follows:
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which by this referenceare hereby incorporated into this Agreement, and the mutual covenants contained in this
Agreement, the Parties hereto hereby agree as follows:
ARTICLE I
LEASE OF LEASED PREMISES; TERM
Section 1. 1 Lease of Leased Premises. City hereby leases to Lessee, and Lessee herebyrents from City for its exclusive use the Leased Premises, all herein described rights incident
thereto, for and during the Lease Term and upon and subject to the terms, provisions and conditionsherein set forth.
1
3KAM Real Estate LLC Lease Agreement
Section 1.2 Lease Premises.
A . Tract One being 74,226.24 square feet or 1 .704 acres, as described on Exhibit “A”,
such attachment being incorporated herein by reference (the “Leased Premises”), together with theright of ingress and egress to the Leased Premises and the right in common with others so
authorized of passage, upon the Public Area, subject to reasonable regulations by the City of
Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For
purposes of this Lease Agreement, the term "Leased Premises" shall mean all property described
as Tract One located within the metes and bounds described in Exhibit " A't, including all Lease
Improvements (as defined below) constructed or assumed by the Lessee.
B. So long as Lessee is in compliance with all construction requirements pertaining to
Lessee’s Improvements on the land described in Exhibit “ A“ as set forth in Section 1.2. A. above
and is not in default of any term or condition of this Lease Agreement, Lessee shall have a right of
first refusal (the “Right of First Refusal”) to lease Tract Two being 66,95 1,72 square feet or 1.537
acres, which is generally depicted in Exhibit “A”, to which Lessor receives a written offer to lease
(the “Offer to Lease”) at a rate per square foot equal to the Rent for Tract One as adjusted in
accordance with Section 2.1. The Right of First Refusal shall be effective for a period of five (5)
years after the Commencement Date of this Lease Agreement (the “Option Period”).
Should Lessor receive an Offer to Lease from a third party during the Option Period that Lessor
has an interest in consummating, Lessor shall give Lessee a written notice of such OfFer to Leasealong with a copy of said Offer to Lease (the “Notice”). If Lessee desires to exercise its Right of
First Refusal it shall no later than 45 days after the receipt of the Notice tender to Lessor a signed
written lease with identical terms and conditions as are contained in this Lease Agreement (the“Deadline”). If Lessee fails to meet the Deadline, the Right of First Refusal will be null and voidand of no further force and effect.
Section 1.3 Lease Term. The term of this Agreement (the “Lease Term”) shall be for aperiod of thirty (30) years commencing on March 19, 2019 (the “Commencement Daje”), and
unless sooner terminated pursuant to the provisions of this Agreement, shall terminate on March
18, 2049. The Lease Term may be extended by two (2) optional renewals consistent with FairMarket Value as determined by the Lesser at Lessors expense by a property appraisal, each for an
additional five (5) years. The granting of such extension shall be in the sole discretion of City
upon a written request by Lessee to be provided to City not less than ninety (90) days prior to thetermination. No further extensions shall be granted by City. However, the foregoing shall not
preclude the Parties from entering into a new lease to be effective after the expiration of LeaseTerm
Section 1.4 Hol(linK Q,yer; Rights at Expiration,
A. If Lessee retains all or any portion of the Leased Premises after the termination of
the Lease Term by lapse of time or otherwise, such holding over shall constitute the creation of a
tenancy at will with respect to such retained portion, terminable by City at any time upon thirty
(30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees to pay to City
as liquidated damages, and not as a penalty, 150 percent of the last monthly rental rate under this
LESSEECITY2
3KAM Real Estate LLC Lease Agreement
agreement for each month ofholdover. All provisions of this Agreement shall remain in full force
and effect during such holdover period.
B. Lessee further agrees that upon the expiration of the Lease Term, the Leased
Premises will be delivered to City in as good as condition as when this Agreement began,
reasonable wear and tear and matters covered by insurance excepted.
C. As set forth elsewhere herein, Lessee shall have no rights with respect to any
improvements made to the Leased Premises during the Lease Term that are not otherwise required
to be removed by City.
Section 1.5 Inspection of Lensed Premises; Acp pss to Books and Records. City, through
its duly authorized agents, shall have at any reasonable time the full and unrestricted right to enter
the Leased Premises for the purpose of periodic inspection for fire protection, maintenance and toinvestigate compliance with the terms of this Agreement; provided, however, that except in the
case of emergency, such right shall be exercised upon reasonable prior notice to Lessee and with
an opportunity for Lessee to have an employee or agent present, and will not interfere withLessee’s construction or operations. Lessee agrees to provide any documents that may be
requested by City to determine compliance with this Agreement within thirty (30) days of such
request
Section 1.6 Ownership of 1.eased Premises. City and Lessee intend and hereby agreethat the Leased Premises shan be and remain the property of City during the entire term of this
Agreement and thereafter.
ARTICLE II
RENTAL
Section 2.1 Rent
A. In consideration for the use of the Leased Premises herein granted, Lessee shall pay
to City the following rental amounts (the “Rent”). The monthly rent shall be in the sum of $0.33
per net square foot, as determined and provided in Exhibit A, said sum being stipulated herein as
Twenty Four Thousand, Four Hundred and Ninety-Four Dollars and Sixty-Six Cents ($24,494.66)
(sales tax included), payable in twelve equal monthly installments of Two Thousand, Forty-One
Dollars and Twenty-Two Cents ($2,041.22). Prior to the Commencement Date, Lessee shalldeposit with City, a sum equal to the first and last months’ Rent. All subsequent rental payment
will be due in advance on the first of each calendar month thereafter. City will mail a courtesy
statement on or about the fifteenth of each month. Failure to receive the statement in a timely
manner does not absolve Lessee from making rental payment on the first of each month.
B. The Rent shall begin at the earlier of the issuance of a building permit or the first
day of the third month following the Commencement Date .
C. The Rent for the Leased Premises shall be readjusted at the end of each two (2) year
period during the Lease Term, starting on the Commencement Date month and every two (2) years
3
3KAIVI Real Estate LLC Lease Agreement
thereafter, on the basis of the proportion that the then current United States Consumer Price Index
for all urban consumers (“CPI-U”) for the Dallas-Fort Worth Bureau of Labor Statistics (1982-84
= 100) bears to that of the Commencement Date month.
Section 2.2 Late Charge. There shall be an extra charge of Thirty Dollars ($30.00) on
any check returned by the bank for insufficient funds or account not existing. Any rental payment
not received within ten (10) days of its due date shall carry an additional charge of one and one-
half percent (1.5%) as a late penalty fee.
Section 2.3 Time and Place of Payrnents. The Rent, as well as all other charges
hereunder, shall be payable in equal monthly installments in advance on or before the first business
day of each calendar month of the Lease Term at City’s offices of the Customer ServiceDepartment of the City of Denton, 601 E. Hickory St., Denton, Texas, 76205, unless otherwise
designated in writing by the City..
Section 2.4 Delinquent Rent. In the event Rent due pursuant to Section 2.1 or any other
amounts payable by Lessee hereunder shall not be paid by Lessee on the due date thereof, Lesseeshall pay to City as additional Rent, an interest charge of five percent (5%), or the maximum
percentage allowed by law, whichever is greater, of the amount due for each full calendar month
of delinquency, computed as simple interest. No interest shall be charged until payment is thirty
(30) days overdue, but any such interest assessed thereafter shall be computed from the due date.
ARTICLE III
OCCUPANCY, USE AND CONDITIONS OF LEASED PREMISES
Section 3.1 Condition of Leased Premises. Lessee accepts the Leased Premises in their
present “as is” condition. Lessee releases City and holds it and its officers, directors, employees,
and agents harmless for any claims arising out of any condition of the Leased Premises.
Section 3.2 Construction of Improvements and OwnershIp of Buildini, and Structures.
A. The Parties agree that this Agreement is specifically with the understanding that
Lessee will build, construct, complete, and furnish a building, generally described as: Phase I
consisting of one (1), 100’ x 100’ corporate hangars along the west side of the premise; Phase 2
consisting of one (1), 100’ x 100’ corporate hangars immediately adjacent to Phase 1, along with
automobile parking on the south side; and Phase 3 (Future Build) on Tract One shall consist of two
(2), 100’ x 100’ corporate hangars and depicted in Exhibit B attached hereto, at its own expensein accordance to Plans and Specifications, as defined in Section 5.1. Any and all buildings,
structures, fixtures, appurtenances, site work, site utilities, or other improvements, including tenant
improvements, to be located or constructed on the Leased Property Lessee shall be known as
“Improvements” and Lessee agrees to complete construction of the Improvements as follows and
to complete the construction of the Improvements in accordance with all governmental
requirements and the Plans and Specifications and to obtain a Certificate of Occupancy.
(a)
within 180 days of Complete construction of Phase 1 and obtain a Certificate of Occupancy
issuance of a building or grading permit. Lessee may request an extension of
4
3KAM Real Estate LLC Lease Agreement
time with sufficient justification as to the necessity for such extension. No such requested
extensions shall extend this requirement by more than a total of 90 days. The Lessee must receive
written approval of the requested extension from the Lessor for any extension to be valid.
(b) Phase 2 shall commence construction within 365 days of the completion of
Phase 1 and shall obtain a Certificate of Occupancy within 180 days of issuance of a building or
grading permit. Lessee may request an extension with sufficient justification as to the necessityfor such extension. No such requested extensions shall extend this requirement by more than a
total of 90 days. The Lessee must receive written approval of the requested extension from the
Lessor for any extension to be valid.
(c) Phase 3 (Future Build) shall commence construction within four years of
the Commencement Date. Failure to meet this requirement shall result in the automatic reduction
of Premises of the unused portion of the Tract One and the automatic termination of the Right ofFirst Refusal defined in Section 1.2.
B. Notwithstanding anything contained in the Lease Agreement to the contrary, a
failure to complete the Improvements within the construction period and any City approved
extensions described in Section 3.2, may at the sole option and discretion of the Lessor, result in
the immediate termination and cancellation of this Lease Agreement upon 30 days written noticeof cancellation to Lessee. In such case Lessee’s rights under this Lease Agreement will
immediately cease and be forfeited, and all Improvements shall immediately become the propertyof Lessor at no cost, expense or other compensation paid by Lessor to Lessee; and Lessee shall
immediately vacate the Premises.
C. The Parties agree that the use of the Improvements shall be enjoyed by Lessee
during the term hereof without additional rental therefore, but such Improvements shall become
the property of City upon the completion of the construction and no compensation will be paid byCity for any Improvements. All personal property of Lessee which can be removed by Lessee
without material damage to the Leased Premises shall remain the personal property of Lessee and
may be removed by Lessee at any time during and at the end of the Lease Term. Lessee shall, in
removing any sueh property, repair all damage to the Leased Premises caused by such removal.
ITY LESSEE
D. The Lessee shall be responsible to have a Condition Assessment on all
Improvements beginning on the 25th anniversary and each subsequent 5 years anniversary of the
lease agreement Commencement Date. Said Condition Assessment shall be conducted by a
licensed commercial building inspector, whom shall be approved in writing by the City. The
Condition Assessment, which shall be at the Lessee’s sole expense, shall examine the buildings
structural components, electrical, plumbing, heating and cooling systems, roof, asphalt and/orconcrete paving, etc. The Condition Assessment shall be provided to the Lessor within 30 days of
the anniversary date. Any deficiencies noted in the Condition Assessment Report shall be repaired,at the Lessee’s sole expense, within 90 days of the anniversary date. Lessee may request an
extension in writing justifying the need for additional time to complete repairs. The request must
be approved in writing by the Lessor.
Section 3.3 Access. City agrees that if Lessee is not in breach of this Agreement, Lessee
and Lessee’s employees, officers, directors, subIessees (that are approved by City pursuant to this
5
3KAM Real Estate LLC Lease Agreement
Agreement), contractors, subcontractors, suppliers, agents, invitees, and other representatives
(“Lessee’s Associates”) are authorized to ingress and egress across the common areas of theAirport (in the areas designated by City, for the purposes for which they were designed, and as
permitted by applicable Laws and Regulations as defined in Section 3.4) on a non-exclusive basis
and to the extent reasonably necessary for Lessee’s use, occupancy, and operations at the Leased
Premises. Lessee agrees to comply with the required driver training program (“Driver Training
Program”). Lessee further agrees to ensure that Lessee’s Associates shall comply with the Driver
Training Program. During special events at the Airport, Lessee acknowledges that the standard
operation procedure at the Airport may be altered such that egress and ingress to the Leased
Premises may be altered by City. City will notify Lessee in writing of any special events or
closures that will impede Lessee’s use of the Leased Premises. Lessee’s failure to comply with
the altered procedure is a default of this Agreement, and City may proceed to terminate this
Agreement
Section 3.4 Use of Leased Premises and Can}pliance_ with all Laws and Regulation$.
Lessee shall use the Leased Premises only for aeronautical purposes and Lessee and Lessee’s
Associates shall comply at all times, at Lessee’s sole cost, with any and all laws and regulations
(as amended or otherwise modified from time to time) that are applicable to Lessee’s business andLessee’s construction of the Improvements, including those pertaining to the construction of
buildings on public property, and Lessee’s use, occupancy, or operations at the Leased Premises
or the Airport (the “Laws ,ul_d RegulaLions”), which include, but are not limited to, all laws,statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions, directives,
rulings, guidelines, standards, codes, policies, common law, and other pronouncements of any kind
having the effect of law that may be applicable at any time during the term of this Agreement
including, but not limited to, the Airport Rules and Regulations, Minimum Operating Standards,
master plans and zoning codes, and all Laws and Regulations pertaining to the environment (the
“l=nvinlrunenLal [.aws”); any and all plans and programs developed in compliance with such
requirements (including, but not limited to, any Airport Security Plan); and all lawful, reasonable,
and nondiscriminatory Airport policies and other requirements. Lessee shall provide all required
notices under the Laws and Regulations. Upon a written request by City, Lessee will verify, within
a reasonable time frame, compliance with any Laws and Regulations. Further, in its use of the
Leased Premises, Lessee shall comply with the following:
A. Address. Lessee shall file with the Airport Manager and keep current its mailing
addresses, telephone numbers, and contacts where it can be reached in an emergency.
B. List of Sublessee and Aircraft. At least quarterly, Lessee shall file with the Airport
Manager and keep current a list of its sublessees and a list of all aircraft hangered or tied down on
the Leased Premises within the previous four (4) month period.
Section 3.5 No Unauthorized Use. Lessee and Lessee’s Associates shall use the Leased
Premises and the Airport only for purposes that are expressly authorized by this Agreement and
shall not engage in any unauthorized use of the same. Unauthorized uses include, but are not
limited to, restricting access on any road or other area that Lessee does not lease; placing waste
materials on the Airport or disposing of such materials in violation of any Laws and Regulations;
any use that would constitute a public or private nuisance or a disturbance or annoyance to other
ing a motor vehicle in a prohibited Airport location;
6
Airport \users; drix
CITY ""Tomobile
LESSEE
3KAM Real Estate LLC Lease Agreement
parking areas in a manner not authorized by City; any use that would interfere with any operation
at the Airport or decrease the Airport’s effectiveness (as determined by City in its sole discretion);
and any use that would be prohibited by or would impair coverage under either Party’s insurance
policies or would cause an increase in the existing rate of insurance upon the Leased Premise.
Section 3.6 Permits and Licenses. Lessee shall obtain and maintain in current status all
permits and licenses that are required under any Laws and Regulations in connection with Lessee’s
construction of Improvements and the use, occupancy, or operations at the Leased Premises or the
Airport. Those permits and licenses include, but are not limited to, (i) all contractors doing work
on the Leased Premises must be licensed by the State of Texas, (ii) prior to commencement of any
Improvements, a permit must be obtained from the City of Denton and a copy of the permit must
be furnished to the Airport Manager, and (iii) if applicable, clearance must be obtained from the
responsible health department or other agency. In the event that Lessee receives notice from any
governmental entity that Lessee lacks, or is in violation of, any such permit or license, Lessee shallprovide City with timely written notice of the same.
Section 3.7 Payment of Taxes. Lessee shall pay (before their respective due dates) all
taxes, fees, assessments, and levies that relate to Lessee’s use, occupancy, or operations at the
Leased Premises or the Airport and all other obligations for which a lien may be created relatingthereto (including, but not limited to, utility charges and work for any Improvements). Lessee
shall be responsible for any and all taxes generated by the Denton County Tax Assessor / Collector.
Section 3.8 No Liens. No liens may be placed upon the Leased Premises except for a
Leasehold Mortgage as defined in Section 8.4 on the leasehold and improvements that complies
with the provisions of Section 8.5. Within thirty (30) days, Lessee shall pay all lawful claims made
against City and discharge all liens filed or which exist against the Leased Premises or any other
portion of the Airport (other than Lessee’s trade fixtures or trade equipment) to the extent such
claims arise out of or in connection with, whether directly or indirectly, the failure to make
payment for work done or materials provided by Lessee its contractors, subcontractors, ormaterialmen. However, Lessee shall have the right to contest the amount or validity of any such
claim or lien without being in default under this Agreement upon furnishing security in form
acceptable to City, in an amount equal to one hundred percent (100%) of such claim or lien, which
insures that such claim or lien will be properly and fully discharged forthwith in the event that
such contest is finally determined against Lessee or City. City shall give timely notice to Lessee
of all such claims and liens of which it becomes aware. When contracting for any work in
connection with the Leased Premises, Lessee shall include in such contract a provision prohibiting
the contractor or any subcontractor or supplier from filing a lien or asserting a claim against City’s
real property or any interest therein. Lessee is solely responsible for ensuring that all requirements
are met such that such lien waivers are effective and enforceable (such as filing such contracts, if
necessary). Furthermore, when completed, the Improvements on the Leased Premises shall be freefrom all construction liens.
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3KAM Real Estate LLC Lease Agreement
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations by City. City represents and warrants that it has the right,
power, and legal capacity to enter into and perform its obligations under this Agreement, has duly
executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and
binding obligation of City.
Section 4.2 Represent8t ions by Lessee. Lessee represents and warrants that it has the
right, power, and legal capacity to enter into and perform its obligations under this Agreement, has
duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and
binding obligation of Lessee .
ARTICLE V
OBLIGATIONS OF LESSEE
Section 5.1 Plans and Specifications. With respect to any Improvements, Lessee shall
select qualified architects and engineers to prepare, prior to construction or on a phased basis
during construction, the architectural, site, structural, mechanical, and/or electrical drawings and
specifications for the Improvements in the form and content required by the appropriate local
planning and zoning authorities and pursuant to all applicable Laws and Regulations and thisAgreement, which shall be approved in writing by City (collectively, the “Plans and
Specifications”).
Section 5.2 OperatiorLs_pad Maintenance. Lessee shall maintain the Leased Premises
and all Improvements in a condition that is clean, free of debris, safe, sanitary, and in good repair
and shall not accumulate or permit the accumulation of any trash, refuse, debris, or of anything
that is unsightly, which creates a fire hazard, nuisance, or causes inconvenience to adjoiningproperties. Lessee shall at its own expense create, execute, and maintain a comprehensive
landscaping and irrigation plan for the Leased Premises in accordance with relevant ]ocal
landscaping codes. Lessee shall perform all work in accordance with Laws and Regulations and
in a good and workmanlike manner, Lessee shall promptly remedy any condition that fails to meet
this standard. Without limiting the foregoing obligations, Lessee shall not store on the Leased
Premises any inoperable equipment, discarded or unsightly materials, or materials likely to create
a hazard; shall not use areas outside of enclosed buildings for storage; and shall store trash in
covered metal receptacles. Any substance or material that is regulated by any Environmental Law
(“Hazardous Materials”) shall be governed by Section 5.7. In addition, Lessee agrees to complywith all applicable provisions of City’s Texas Pollution Discharge Elimination Multi-SectorGeneral Permit.
Section 5.3 Utilities. Lessor represents that there are water, sewer, and 3-phase
electrical lines accessible within the general vicinity of the Leased Premises. Lessee shall be
responsible, at Lessee’s sole cost and expense, for obtaining all utility connections at or for the
Leased Premises. Further, Lessee shall pay for telephone, gas, light bulbs, electricity, water,
sewer, and garbage and trash removal used by Lessee and shall make such deposits as are required
(2/ / L E s s EEITY8
3KAM Real Estate LLC Lease Agreement
to secure service. Lessee shall be responsible for any water or sewer impact fees incurred by their
use of the Leased Premises. Any repairs of the utility lines other than those which are not theresponsibility of the utility service are the responsibility of Lessee. If utilities are billed to a
common meter, Lessee shall pay to City the pro-rated amount based on square footage leased.
Section 5.4 Signs. No signs, posters, or other similar devices (“Signage”) shall be
placed on the exterior of the Lease Improvements or on any portion of the Leased Premises or
Airport property without the prior written approval ofLessor. Lessee, at its sole expense, shall be
responsible for the creation, installation and maintenance of all such Signage. Lessee shall pay to
Lessor any and all damages, injuries, or repairs resulting from the installation, maintenance or
repair of any such Signage. Any Signage placed on the Leased Premises shall be maintained at all
times in a safe, neat, sightly and good physical condition. All signage shall.be removed from the
Leased Premises by Lessee immediately upon receipt of instructions for removal of same from
Lessor, including without limitation, upon expiration or termination of this Lease Agreement. If
Lessee fails to remove the Signage then Lessor may do so at the sole cost and expense of Lessee.
Subject to approval by Lessor as provided herein, Lessee may place two wall signs, no greater than
thirty-two square feet each, identifying the commercial hangar operation. Notwithstandinganything contained herein to the contrary, all signage shall comply with all applicable City of
Denton ordin4nces, including the City of Denton sign ordinance.
Section 5.5 Security. Lessee is responsible to comply (at Lessee’s sole cost) with al]
security measures that City, the United States Transportation Security Administration, the UnitedStates Department of Homeland Security (“Homeland Security”), the United States Federal
Aviation Administration (“FAA”), or any' other governmental entity having jurisdiction mayrequire in connection with the Airport, including, but not limited to, any access credential
requirements, any decision to remove Lessee’s access credentials, and any civil penalty obligations
and other costs arising from a breach of security requirements caused or permitted by Lessee orLessee’s Associates. Lessee agrees that Airport access credentials are the property of City and
may be suspended or revoked by City for security-related reasons in its sole discretion at any time.
Lessee shall pay all fees associated with such credentials, and Lessee shall immediately report to
the Airport Manager any lost credentials or credentials that Lessee removes from any employee or
any of Lessee’s Associates. Lessee shall protect and preserve security at the Airport. Lessee
acknowledges that FAA, Homeland Security, or a subdivision of either may enact laws or
regulations regarding security at general aviation airports such that City may not be able to comply
fully with its obligations under this Agreement, and Lessee agrees that City will not be liable for
any damages to Lessee or Lessee’s personal property that may result from said noncomp]iance.
Section 5.6 Obstruction Lights. Lessee shall, at its expense, provide and maintainobstruction lights on any structure on the Leased Premises if required by City or FAA regulations.
Any obstruction lights so required shall comply with the specifications and standards established
for such installations by City or FAA.
Section 5.7 Hazardous Materials
A. No Violation of Environmental Laws. Lessee shall not cause or permit any
Hazardous Materials to be used, produced, stored, transported, brought upon, or released on, under,
or about the Leased Premises or the Airport by Lessee or Lessee’s Associates in violation of
9 LESSEE
3KAIM Real Estate LLC Lease Agreement
applicable Environmental Laws. Lessee is responsible for any such violation and applicableremedies as if the violation occurred under Section 7.
B. Response to Violations. Lessee agrees that in the event of a release or threat of
release of any Hazardous Material by Lessee or Lessee’s Associates at the Airport, Lessee shall
provide City with prompt notice of the same. Lessee shall respond to any such release or threat ofrelease in accordance with applicable Laws and Regulations. If City has reasonable cause to
believe that any such release or threat of release has occurred, City may request, in writing, that
Lessee conduct reasonable testing and analysis (using qualified independent experts acceptable to
City) to show that Lessee is complying with applicable Environmental Laws. City may conduct
the same at Less£e’s expense if Lessee fails to respond in a reasonable manner. Lessee shall cease
any or all of Lessee’s activities as City determines necessary, in its sole and absolute discretion, in
connection with any investigation, cure, or remediation. If Lessee or Lessee’s Associates violate
any Environmental Laws at the Airport (whether due to the release of a Hazardous Material or
otherwise), Lessee, at Lessee’s sole expense, shall have the following obligations, which shallsurvive any expiration or termination of this Agreement: (i) promptly remediate such violation in
compliance with app]icable Environmental Laws; (ii) submit to City a written remediation plan,
and City reserves the right to approve such plan (which approval shall not be unreasonably
withheld) and to review and inspect all work; (iii) work with City and other governmental
authorities having jurisdiction in connection with any violation; and (iv) promptly provide City
copies of all documents pertaining to any environmental concern that are not subject to Lessee’s
attorney-client privilege.
C. Obligations upon Termination and Authorized Transfers. Upon any expiration or
termination of this Agreement or any change in possession of the Leased Premises authorized by
City, Lessee shall demonstrate to City’s reasonable satisfaction that Lessee has removed anyHazardous Materials and is in compliance with applicable Environmental Laws. Such
demonstration may include, but is not limited to, independent analysis and testing to the extent
that facts and circumstances warrant analysis and testing, such as evidence of past violations or
specific uses of the Leased Premises. If the site is contaminated during Lessee’s possession, Lessee
shall bear all costs and responsibility for the required clean up, and shall hold City harmless
therefrom. Notwithstanding anything to the contrary, the obligations of this Section 5.8 shallsurvive any termination of this Agreement.
Section 5.8 Trash, Garbage, and Other Refuse. Lessee shall pick up, and provide for a
complete and proper arrangement for the adequate sanitary handling and disposal, away from the
Airport through the City or any other licensed refuse hauler. Lessee shall provide and use suitablecovered metal receptacles for all such garbage, trash, and other refuse on the Leased Premises.
Lessee shall not pile boxes, cartons, barrels, pallets, debris, or similar items in an unattractive or
unsafe manner, on or about the Leased Premises,
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3KAM Real Estate LLC Lease Agreement
LE.SSEE
ARTICLE VI
INDEMNIFICATION AND INSURANCE
Section 6.1 Insurance. Regardless of the activities contemplated under this Lease
Agreement, Lessee shall maintain continuously in effect at all times during the term of this Lease
Agreement, at Lessee's sole expense, the following minimum insurance coverage:
A. Lessee agrees to purchase general liability insurance covering the Lessee and
Lessee’s Associates, and its operations on the Airport as described in Section 3.4 in an amount not
less than $ 1,000,000 per occurrence and provide coverage for premises/operations and contractual
liabi]ity AND where exposure exists in the opinion of Lessor, coverage for: products/completed
operations; explosion, collapse and underground property damage; and environmental impairment.
B. All risk property insurance on a one-hundred percent ( 100%) replacement cost basis
covering loss or damage to all facilities and improvements located on the Leased Premises, either
as a part of this Lease Agreement or erected by the Lessee subsequent to this Lease Agreement.
Under no circumstances shall the Lessor be liable for any damages to fixtures, merchandise or
other personal property of the Lessee or its sub-lessees.
C. Additional insurance requirements may be necessary as identified in the Airport
Minimum Operations Standards for specific aeronautical uses.
D. Coverage Requirements
(a) All liability policies shall be endorsed to include the City of Denton, and its
officers and employees as an Additional Insured. All all-risk property policies shall be endorsed
to name the City of Denton as a loss payee. All required insurance policies shall provide for a
minimum of 30 days written notice to the City of any cancellation or material change to the policy.
(b) All insurance required by this Lease Agreement must be issued by a
company or companies of sound and adequate financial responsibility and authorized to do
business in the State of Texas. All policies are subject to the examination and approval of theCity’s office of Risk Management for their adequacy as to content, form of protection and
providing company.
(c) Required insurance naming the City as an additional insured must be
primary insurance and not contributing with any other insurance available to the City whether from
a third party liability policy or other. Said limits of insurance shall in no way limit the liability ofthe Lessee hereunder.
(d) The Lessor shall be provided with a copy of all such policies and renewalcertificates. Failure of Lessee to comply with the minimum specified amounts or types of insurance
as required by Lessor shall constitute Lessee’s default of this Lease Agreement.
(e) During the Lease Term, or any extension thereof, Lessor herein reserves the
right to, with one hundred twenty (120) days’ notice, adjust or increase the liability insurance
amaun qs required of the Lessee, and to require any additional rider, endorsement, provisions, or
11CITY rW LESSEE
3KAM Real Estate LLC Lease Agreement
certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor.
Section 6.2 Lessee’s Indemnificatic>n and Duty to Pay Damages.
A. Lessee shall indemnify, defend, and hold City exempt and harmless, to the extentallowed by law, from and against any and all claims, demands, suits, judgments, costs, and
expenses asserted by any person or persons (including agents or employees of City, Lessee, or
sublessee) by reason of death or injury to persons or loss of or damage to property resulting from
Lessee’s operations, or anything done or omitted by Lessee under this Agreement except to the
extent that such claims, demands, suits, judgments, costs, and expenses may be attributed to the
sole intentional acts or omissions of City, its agents, or employees.
B. City shall not be liable to Lessee for any damage by or from any act or negligence
of any co-tenant or other occupant of the same building, or by any owner or occupant of adjoiningOr contrguous property.
C. Lessee agrees to pay for all damages of Leased Premises, its apparatus,
improvements, or appurtenances caused by Lessee’s misuse or neglect thereof.
D. Lessee shall be responsible and liable for the conduct of Lessee’s Associates in andaround the Leased Premises.
ARTICLE VII
DEFAULT AND REMEDIES
Section 7.1 Lessee’s Default. The occurrence of any of the following events shall
constitute a default by Lessee under this Agreement unless cured within thirty (30) days following
written notice of such violation from City: (i) Lessee fails to timely pay any Rent; (ii) Lessee or
Lessee’s Associates violate any requirement under this Agreement (including, but not limited to,abandonment of the Leased Premises); (iii) Lessee assigns or encumbers any right in this
Agreement, delegates any performance hereunder, or subleases any part of the Leased Premises
(except as expressly permitted in this Agreement); (iv) Lessee files a petition in bankruptcy or has
a petition filed against Lessee in bankruptcy, insolvency, or for reorganization or appointment of
a receiver or trustee which is not dismissed within sixty (60) days; (v) Lessee petitions for or enters
into an arrangement for the benefit of creditors, or suffers this Agreement to become subject to awrit of execution and such writ is not released within thirty (30) days; (vi) Lessee defaults in
constructing any Improvements that are required to be constructed under this Agreement; or (vii)Lessee dissolves or dies.
Section 7.2 Default by City. City shall not be in default under this Agreement unless
City fails to perform an obligation required of City under this Agreement within thirty (30) daysafter written notice by Lessee to City. If the nature of City’s obligation is such that more than
thirty (30) days are reasonably required for performance or cure, City shall not be in default if Citycommences performance within such thirty (30) day period and thereafter diligently prosecutes
the same to completion.Ja–."12
3KAM Real Estate LLC Lease Agreement
Section 7.3 Remedies for Failure to Pay Rent. If any Rent required by this Agreement
shall not be paid when due and such default in payment continues after the provision of notice of
Lessee’s default and the expiration of applicable cure period hereunder, City shall have the option
10
A. Terminate this Agreement, resume possession of the Leased Premises for his own
account, and recover immediately from Lessee the differences between the Rent and the fair rental
value of the property for the term, reduced to present worth, or
B. Terminate this Agreement, resume possession, re-lease the Leased Premises for the
remainder of the term for the account of Lessee, and recover from Lessee, at the end of the term
or at the time each payment of Rent comes due under this Agreement as City may choose, thedifference between the Rent and the rent received on the re-leasing or renting.
In either event, City shall also recover all expenses incurred by reason of breach, includingreasonable attorney’s fees.
Section 7.4 Remedies for Breach ofAgreement. If Lessee shall fail to perform or breach
any provision of this Agreement other than the agreement of Lessee to pay Rent, City shall provide
written notice to Lessee specifying the performance required. Thirty (30) days after such notice is
provided under this Sectibn 7.4, City may terminate this Agreement or take any such action it is
legally entitled to take, including instituting litigation to compel performance of this Agreement.Should litigation be filed by City and it is the prevailing party in that litigation, Lessee shall be
liable for all expenses related to such litigation, including City’s attofney’s fees.
Section 7.5 Survival. The provisions of this Article VII and the remedies and rights
provided in this Article VII shall survive any expiration or termination of this Agreement.
ARTICLE VIII
ASSIGNMENT AND SUBLEASING
Section 8.1 Assignment by Lessee.
A. Lessee shall not assign any of its rights under this Agreement, including, but not
limited to, rights in any Improvements, (whether such assignment is voluntarily or involuntarily,by merger, consolidation, dissolution, change in control, or any other manner), and shall not
delegate any performance under this Agreement, except with the prior written consent of City toany of the same, in City’s sole discretion. As a condition of obtaining such consent, the transferee
receiving any such right shall be required to execute a new lease agreement provided by City.
Regardless of City’s consent, Lessee shall not be released from any obligations for matters arising
during the time when this Agreement was in effect. Any purported assignment or delegation ofrights or delegation of performance in violation of this section is void.
B. Upon the termination of this Agreement, Lessee hereby assigns, transfers, and
coveys to City, without warranty, the following:
CITY LESSEE
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(a)The right to the use of the Plans and Specifications to the extent owned by
Lessee;
(b)Any copyright interests in the Plans and Specifications held by Lessee; and
(c) The right to enforce, in Lessee’s own name as a proper party, (i) any
subcontracts related to the Improvements or other maintenance or services contracts in force with
respect to the Leased Premises or Improvements and any warranties arising under any of them or
in connection with the performance thereof, as the case may be.
Section 8.2 Assignment by City. City shall have the right, in City’s sole discretion, to
assign any of its rights under this Agreement (and in connection therewith, shall be deemed to have
delegated its duties), and upon any such assignment, Lessee agrees that Lessee shall perform its
obligations under this Agreement in favor of such assignee.
Section 8.3 Encumbrances. Lessee shall not encumber or permit the encumbrance of
any real property at the Airport. Except for a Leasehold Mortgage as defined in Section 8,4, Lesseeshall not encumber or permit the encumbrance of any of Lessee’s rights under this Agreement
without City’s prior written consent, in City’s sole discretion. Lessee shall not record this
Agreement or any document or interest relating thereto. Any purported encumbrance of rights inviolation of this Section 8.3 is void
Section 8.4 Leasehold Mortgage. Absent written permission by City, Lessee shall not
have the right to mortgage or collaterally assign its interest in this Agreement or the Improvementsto a bank or other similar institutional lender.
Section 8.5 Leasehold Mortgage - Non.-exhaus{ive List of Preconditions.
Notwithstanding the above Section 8.4, Lessee may mortgage or collaterally assign its interest inthis Agreement to a commercial bank (a “Lender”) solely in order to secure financing for the
construction of the Improvements, provided that any such leasehold mortgage or collateral
assignment shall be subject, subordinate, and inferior at all times to the rights of City hereunderand subject to written approval by the City (a “Leasehold Mortgage”). In connection with a
Leasehold Mortgage or City’s written consent to any other encumbrance, at a minimum, City shall
require the following:
i.Lender shall certify in writing to City that it has reviewed this Agreement and accepts
the provisions of this Section 8.5 and all other provisions that may affect the Lender
and that no loan requirements conflict with or materially erode any provisions of thisAgreement.
ii.Lender agrees that City must approve any encumbrance proposed to be placed upon the
Improvements or this Agreement and that in no event shall any encumbrance be placed
upon the Leased Premises.
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LESSEE
111.Lender agrees that City may, in its sole discretion, require the inclusion of certain
provisions in lending documents that are defined to protect City and/or comply with
federal law, rules, or regulations.
IV.Lender agrees that its security interest in the Improvements, the Leasehold Mortgage,
the related loan agreement, and this Agreement is subordinate to the provisions of any
existing or future agreements between City and the United States of America, relative
to the operation and maintenance of the Airport, the terms and execution of which have
been or may be required as a condition precedent to the expenditure or reimbursementto City of federal funds for the development of the Airport (“Grant Assurances”) and
that Lender further agrees that in the event that the Leasehold Mortgage, the related
loan agreement, or anything in this Agreement, either on its own terms or by any other
reason, conflicts with or violates any such Grant Assurances, City has the right to
amend, alter, or otherwise modify the terms of this Agreement in order to resolve suchconflict or violation .
V.Lender agrees to maintain current contact information with City and provide City with
concurrent copies of any notices or communications regarding a default under the loan
agreement or Leasehold Mortgage.
vi .
vii.
Lender agrees that in the event of a default under the loan agreement or Leasehold
Mortgage, Lender shall promptly inform the City of such default.
Lender agrees that upon any default under the loan agreement or Leasehold Mortgage,City shall have a lien with first priority on all Lessee-owned property at the LeasedPremises.
vlii.Lender agrees that, in the event that Lender takes actual or de facto control of the
Improvements and/or Lessee’s interests in this Agreement, it shall immediately notifythe City of that event (“Lender Control”). If the Lender forecloses on the Leased
Premises as a result of exercising its rights under the Leasehold Mortgage, the Lender
may become the owner of all of Lessee’s rights under the Lease, with City’s consent.
Lender will have no more than 180 days to (i) obtain a replacement tenant that is
acceptable to the City, in City’s sole discretion, or (ii) initiate action to secure the City’sconsent. Provided, if the Lender desires to sell or otherwise transfer its leasehold
interest in the Leased Premises to a third party (either at or after foreclosure), the Lender
must comply with Section 8.1.
IX.Lender agrees that any use by Lender, assignee, or any other party, will be limited to
those uses that have been authorized by City (namely, the hangaring of aircraft) and
that in no event shall the Improvements be used for a non-aeronautical purpose.
X.The Leasehold Mortgage and any other encumbrances shall terminate prior to the
expiration or termination of this Agreement and Lender agrees to promptly remove
such encumbrance when the obligation that it secures has been satisfied.
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LESSEE
Xl8 Lender agrees to hold City, its officers, employees, and agents harmless for all
claims arising after the date that Lender assumes control of the Leased Premisesuntil such time an acceptable replacement tenant is in place.
xii.Lessee agrees to release and hold City, its officers, employees, and agents harmless
for all claims related to City’s consent, non-consent, or any other act or omission
related to encumbering the Improvements and/or this Agreement.
Xl 11 .City shall have no obligation to provide any notices to Lender and City shall have no
liability of any kind to Lender or other lienholder other than as provided in the Consentto Collateral Assignment Agreement, executed by City, Lender, and Lessee.
xiv.In the event City would agree to a Lessee-requested termination of this lease, Lender
shall have a right to exercise Lender Control as defined by Section 8.5(viii).
Section 8.6 Subleasing. Any sublease of Improvements shall be for aviation-related
purposes only. Any sublease agreement for the purposes of conducting commercial aeronautical
activities as identified in the Airport Minimum Operating Standards will require an approved
Airport Business Permit prior to commencing operation. All sublease agreements shall be providedto the Lessor at the time of execution.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Waiver of Exemption. Any constitutional or statutory exemption of Lessee
of any property usually kept on the Leased Premises, from distress or forced sale, is waived.
Section 9.2 Addresses. All notice given under this Agreement to City shall be to the
Airport Manager at 5000 Airport Road, Denton, Texas 76207, with a copy to the City Attorney at
215 E. McKinney, Denton, Texas 76201, or such other place as City shall specify in writing. All
notices given under this Agreement to Lessee shall be sent to:
3KAM Real Estate LLC
AHn: J. Mike Riley2412 Fort Worth Drive
Denton, Texas 76205
All notices given under this Agreement to the Mortgagee shall be sent to the address provided by
Mortgagee to City. Any notice properly mailed by registered mail, postage and fee prepaid, shallbe deemed delivered when mailed, whether received or not.
Section 9.3 No Waiver. The waiver by City of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition
or any subsequent breach of the same or any other term, covenant, or condition herein contained.
The subsequent acceptance of rent hereunder by City shall not be deemed to be a waiver of any
breach by Lessee of any term, covenant, or condition of this Agre'rccecf in :ferent, other than the
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3KAM Real Estate LLC Lease Agreement
failure of Lessee to pay the particular rental so accepted, regardless of City’s knowledge of such
preceding breach at the time of acceptance of such rent.
Section 9.4 Lessee’s Subordination. Lessee hereby subordinates and makes this
Agreement inferior to all existing and future mortgages, trust indentures or other security interest
of City or City’s successor in interest. Lessee shall execute and deliver any documents required
to evidence and perfect such subordination.
Section 9.5 Additional Charges as Rent. Any charges against Lessee by City for
services or for work done on the Leased Premises by order of Lessee or otherwise accruing under
this Agreement shall be considered as Rent due.
Section 9.6 Subordination to Grant Assurances. This Agreement shall be subordinate
to the Grant Assurances. In the event that this Agreement, either on its own terms or by any other
reason, conflicts with or violates any such Grant Assurances, City has the right to amend, alter or
otherwise modify the terms of this Agreement in order to resolve such conflict or violation .
Section 9.7 Non-Interference with Operation of the Airport. Lessee expressly agrees
for itself, its successors, and assigns that Lessee will not conduct operations in or on the Leased
Premises in a manner that in the reasonable judgment of City, (i) interferes or might interfere with
the reasonable use by others of common facilities at the Airport, (ii) hinders or might hinder police,
fire fighting, or other emergency personnel in the discharge of their duties, (iii) would or would be
likely to constitute a hazardous condition at the Airport, (iv) would or would be likely to increase
the premiums for insurance policies maintained by City unless such operations are not otherwiseprohibited hereunder and Lessee pays the increase in insurance premiums occasioned by such
operations, (v) is contrary to any applicable Grant Assurance; (vi) is in contradiction to any rule,
regulation, directive, or similar restriction issued by agencies having jurisdiction over the Airportincluding FAA, Homeland Security, Transportation Security Administration and Customs, and
Border Patrol, or (vii) would involve any illegal purposes. In the event this covenant is breached,
City reserves the right, after prior written notice to Lessee, to enter upon the Leased Premises and
cause the abatement of such interference at the expense of Lessee. In the event of a breach in
Airport security caused by Lessee, resulting in fine or penalty to City of which Lessee has received
prior written notice, such fine or penalty will be charged to Lessee.
Section 9.8 ,Eluergency Closures. During time of war or national emergency, City shall
have the right to enter into an agreement with the United States Government for military or naval
use of part or all of the landing area, the publicly-owned air navigation facilities and/or other areas
or facilities of the Airport. If any such agreement is executed, the provisions of this Agreement,insofar as they are inconsistent with provisions of the agreement with the Government, will be
suspended.
Section 9.9 Interpretation.
A. References in the text of this Agreement to articles, sections, or exhibits pertain to
articles, sections, or exhibits of this Agreement, unless otherwise specified.
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3KAM Real Estate LLC Lease Agreement
B. The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder,” and any similar
terms used in this Agreement refer to this Agreement. The term “including” shall not be construed
in a limiting nature, but shall be construed to mean “including, without limitation.”
C. Words importing persons shall include firms, associations, partnerships, trusts,
corporations, and other legal entities, including public bodies, as well as natural persons.
D. Any headings preceding the text of the articles and sections of this Agreement, and
any table of contents or marginal notes appended to copies hereof, shall be solely for convenience
of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning,
construction or effect of this Agreement.
E. Words importing the singular shall include the plural and vice versa. Words of the
masculine gender shall be deemed to include correlative words of the feminine and neuter genders.
Section 9.10 Force Majeure. No act or event, whether foreseen or unforeseen, shalloperate to excuse Lessee from the prompt payment of rent or any other amounts required to be
paid under this Agreement. If City (or Lessee in connection with obligations other than payment
obligations) is delayed or hindered in any performance under this Agreement by a force majeure
event, such performance shall be excused to the extent so delayed or hindered during the time
when such force majeure event is in effect, and such performance shall promptly occur or resume
thereafter at the expense of the Party so delayed or hindered. A “force majeure event” is an act or
event, whether foreseen or unforeseen, that prevents a Party in whole or in part from performing
as provided in this Agreement, that is beyond the reasonable control of and not the fault of such
Party, and that such Party has been unable to avoid or overcome by exercising due diligence, and
may include, but is not limited to, acts of nature, war, riots, strikes, accidents, fire, and changes in
law. Lessee hereby releases City from any and all liability, whether in contract or tort (including
strict liability and negligence) for any loss, damage, or injury of any nature whatsoever sustained
by Lessee, its employees, agents, or invitees during the Lease Term, including, but not limited to,
loss, damage, or injury to the aircraft or other personal property of Lessee that may be located or
stored in the Leased Premises due to a force majeure event.
Section 9.11 Governing Law and Venue. This Agreement has been made in and will be
construed in accordance with the laws of the State of Texas. In any action initiated by one Party
against the other, exc]usive venue and jurisdiction will be in the appropriate state courts in and for
Denton County, Texas.
Section 9.12 Amendments and Waivers. No amendment to this Agreement shall be
binding on City or Lessee unless reduced to writing and signed by both Parties. No provision of
this Agreement may be waived, except pursuant to a writing executed by the Party against whom
the waiver is sought to be enforced.
Section 9.13 Severability. If any provision of this Agreement is determined to be invalid,
illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force andeffect if both the economic and legal substance of the transactions that this Agreement
contemplates are not affected in any manner materially adverse to any Party. If any provision of
this Agreement is held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith
CITY LESSEE
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3KAM Real Estate LLC Lease Agreement
to modify this Agreement to fulfill as closely as possible the original intents and purposes of thisAgreement.
Section 9.14 Merger. This Agreement constitutes the final, complete, and exclusive
agreement between the Parties on the matters contained in this Agreement. All prior and
contemporaneous negotiations and agreements between the Parties on the matters contained in thisAgreement are expressly merged into and superseded by this Agreement. In entering into this
Agreement, neither Party has relied on any statement, representation, warranty, nor agreement of
the other Party except for those expressly contained in this Agreement.
Section 9.15 Relationship of Parties. This Agreement does not create any partnership,
joint venture, employment, or agency relationship between the Parties. Nothing in this Agreement
shall confer upon any other person or entity any right, benefit, or remedy of any nature.
Section 9.]6 Further Assurances. Each Party shall execute any document or take any
action that may be necessary or desirable to consummate and make effective a performance that is
required under this Agreement.
Section 9.17 Required Federal Clauses. Lessee and Lessee’s Associates shall comply
with all Laws and Regulations, including all of the required federal c]auses in this Section 9.17.
A. During the performance of this contract, Lessee, for itself, its assignees, and
successors in interest (hereinafter collectively referred to as the “Lessee”) agrees as follows :
1. Compliance with Regulations: Lessee will comply with the Title VI List of
Pertinent Nondiscrimination Acts And Authorities, as they may be amended from
time to time, which are herein incorporated by reference and made a part of this
Agreement.
2.Non-discrimination: Lessee, with regard to the work performed by it or use of the
Leased Premises during the Lease Term, will not discriminate on the grounds of
race, color, or national origin in the selection and retention of contractors,including procurements of materials and leases of equipment. Lessee will not
participate directly or indirectly in the discrimination prohibited by the
Nondiscrimination Acts and Authorities, including employment practices when
the contract covers any activity, project, or program set forth in Appendix B of 49CFR Part 2 1 ,
3.Solicitations for Contracts, including Procurements of Materials and Equipment:
In all solicitations, either by competitive bidding, or negotiation made by Lessee
for work to be performed under a contract, including procurements of materials,
or leases of equipment, each potential contractor or supplier will be notified by
Lessee of Lessee’s obligations under this Agreement and the Nondiscrimination
Acts and Authorities on the grounds of race, color, or national origin .
4. Information and Reports: Lessee will provide all information and reports required
by the Acts, the Regulations, and directives issued pursuant thereto and will permitaccess to its books, records, accounts, other sources of
19
and itsto
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3KAM Real Estate LLC Lease Agreement
facilities as may be determined by the sponsor or the Federal Aviation
Administration to be pertinent to ascertain compliance with such
Nondiscrimination Acts and Authorities and instructions. Where any information
required of Lessee is in the exclusive possession of another who fails or refuses tofurnish the information, Lessee will so certify to City or the Federal Aviation
Administration, as appropriate, and will set forth what efforts it has made to obtainthe information.
5.Sanctions for Noncompliance: in the event of Lessee’s noncompliance with the
non-discrimination provisions of this contract, City will impose such sanctions as
it or the Federal Aviation Administration may determine to be appropriate,
inc]uding, but not limited to cancelling, terminating, or suspending the Lease, in
whole or in part.
6.Incorporation of Provisions: Lessee will include the provisions of paragraphs one
through six of this Section 9,17(A) in every contract, including procurements of
materials and leases of equipment, unless exempt by the Acts, the Regulations,
and directives issued pursuant thereto. Lessee will take action with respect to anycontract or procurement as City or the Federal Aviation Administration may direct
as a means of enforcing such provisions including sanctions for noncompliance.
Provided, that if Lessee becomes involved in, or is threatened with litigation by a
contractor, or supplier because of such direction, Lessee may request City to enterinto any litigation to protect the interests of City. In addition, Lessee may request
the United States to enter into the litigation to protect the interests of the UnitedStates
B. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running
with the land that in the event facilities are constructed, maintained, or otherwise operated on the
property described in this Agreement for a purpose for which a Federal Aviation Administration
activity, facility, or program is extended or for another purpose involving the provision of similarservices or benefits, Lessee wi JI maintain and operate such facilities and services in compliance
with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the
Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the
grounds of race, color, or national origin, will be excluded from participation in, denied the benefits
of, or be otherwise subjected to discrimination in the use of said facilities,
C. Lessee for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part ofthe consideration hereof, does hereby covenant and agree as a covenant running
with the land that (1) no person on the ground of race, color, or national origin, will be excluded
from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
of said facilities, (2) that in the construction of any improvements on, over, or under such land,
and the furnishing of services thereon, no person on the ground of race, color, or national origin,
will be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination, and (3) that Lessee will use the Leased Premises in compliance with all other
requirements imposed by or pursuant to the List of discrimination Acts And Authorities.
CITY 20
3KAM Real Estate LLC Lease Agreement
LESSEE
D. During the performance of this contract, the contractor, for itself, its assignees, and
successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the
following non-discrimination statutes and authorities; including but not limited to:
i. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d er seq. , 78 stat. 252)
(prohibits discrimination on the basis of race, color, national origin);
ii. 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the
Department of Transportation-–Effectuation of Title VI of the Civil Rights Act of
1964);
iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970, (42 USC g 4601) (prohibits unfair treatment of persons displaced or whose
property has been acquired because of Federal or Federal-aid programs and
projects) ;
iv. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq), as amended
(prohibits discrimination on the basis of disability); and 49 CFR part 27;
v, The Age Discrimination Act of 1975, as amended (42 USC § 6101 er seq.)
(prohibits discrimination on the basis of age);
vi. Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as
amended (prohibits discrimination based on race, creed, color, national origin, or
sex);
vii.The Civil Rights Restoration Act of 1987 (PL 100-209), (broadened the scope,
coverage and applicability of Title VI of the Civil Rights Act of 1964, the AgeDiscrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by
expanding the definition of the terms “programs or activities” to include all of the
programs or activities of the Federal-aid recipients, sub-recipients and contractors,
whether such programs or activities are Federally funded or not);
viii.Titles 11 and III of the Americans with Disabilities Act of 1990, which prohibit
discrimination on the basis of disability in the operation of public entities, public
and private transportation systems, places of public accommodation, and certain
testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of
Transportation regulations at 49 CFR parts 37 and 38;The Federal Aviation Administration’s Nondiscrimination statute (49 USC §
47123) (prohibits discrimination on the basis of race, color, national origin, and
sex)
]X.
x. Executive Order 12898, Federal Actions to Address Environmental Justice in
Minority Populations and Low-Income Populations, which ensures
nondiscrimination against minority populations by discouraging programs,
21
3KAM Real Estate LLC Lease Agreement
LESSEE
policies, and activities with disproportionately high and adverse human health or
environmental effects on minority and low-income populations;
XI.Executive Order 13166, Improving Access to Services for Persons with Limited
English Proficiency, and resulting agency guidance, national origin discrimination
includes discrimination because of limited English proficiency (LEP). To ensurecompliance with Title VI, you must take reasonable steps to ensure that LEP
persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you
from discriminating because of sex in education programs or activities (20 USC
1681 et seq),
E. Lessee and its transferee agree to comply with pertinent statutes, Executive Orders,
and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed,
color, national origin, sex, age, or disability be excluded from participating in any activityconducted with or benefiting from Federal assistance. This provision obligates Lessee or its
sublessee for the period during which Federal assistance is extended to the Airport through the
Airport Improvement Program. In cases where Federal assistance provides, or is in the form of
personal property; real property or interest therein; structures or improvements thereon, this
provision obligates the party or any transferee for the longer of the following periods: (i) the period
during which the property is used by the City or any transferee for a purpose for which Federal
assistance is extended, or for another purpose involving the provision of similar services orbenefits; or (ii) the period during which the airport sponsor or any transferee retains ownership or
possession of the property.
F. In the event of breach of any of the above Nondiscrimination covenants, City will
have the right to terminate the Lease and to enter, re-enter, and repossess said lands and facilities
thereon, and hold the same as if the Lease had never been made or issued.
G. This Agreement incorporates by reference the provisions of 29 CFR Part 201, the
Federal Fair Labor Standards Act (“FLSA”), with the same force and effect as if given in full text.
The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full
and part time workers. Lessee has full responsibility to monitor compliance to the referencedstatute or regulation. Lessee must address any claims or disputes that arise from this requirement
directly with the U.S. Department of Labor – Wage and Hour Division.
H. This Agreement incorporates by reference the requirements of 29 CFR Part 1910
with the same force and effect as if given in full text. Lessee must provide a work environment
that is free from recognized hazards that may cause death or serious physical harm to the employee.
Lessee retains full responsibility to monitor its compliance and any sublessee’s compliance with
the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part
1910). Lessee must address any claims or disputes that pertain to a referenced requirement directly
with the U.S. Department of Labor – Occupational Safety and Health Administration.
I. Lessee agrees that it shall insert the above eight provisions (Section 9.17(A)
through Section 9.17(H)) in any agreement by which said Lessee grants a ri
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3KAM Real Estate LLC Lease Agreement
CITY
iht or PJivilpge to any
1.ESSEE
person, firm, or corporation to render accommodations and/or services to the public on the LeasedPremises herein leased or owned.
J. Lessee agrees to furnish service on a fair, equal, and not unjustly discriminatory
basis to all users thereof, and to charge fair, reasonable, and not unjustly discriminatory prices foreach unit or service; provided that Lessee may be allowed to make reasonable andnondiscriminatory discounts, rebates, or other similar types of price reductions to volume
purchasers. (Grant Assurance 22)
K. It is hereby specifically understood and agreed that nothing herein contained shall
be construed to grant or authorize the granting of an exclusive right to provide aeronautical services
to the public as prohibited by the Grant Assurances, and City reserves the right to grant to others
the privilege and right of conducting any one or all activities of an aeronautical nature. (GrantAssurance 23)
L. City reserves the right to further develop or improve the landing area of the Airport
as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance.(FAA Order 5190.6B)
M. City reserves the right, but shall not be obligated to Lessee, to maintain and keep in
repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with
the right to direct and control all activities of Lessee in this regard. (FAA Order 5190.6B)
N. This Agreement shall be subordinate to the provisions of and requirements of any
existing or future agreement between City and the United States, relative to the development,
operation, or maintenance of the Airport. (FAA Order 5 190.6B)
O. Lessee agrees to comply with the notification and review requirements covered inPart 77 of the Federal Aviation Regulations in the event any future structure or building is planned
for the Leased Premises, or in the event of any planned modification or alteration of any present
or future building or structure situated on the Leased Premises. (FAA Order 5190.6B)
P. It is clearly understood by Lessee that no right or privilege has been granted which
would operate to prevent any person, firm, or corporation operating aircraft on the Airport from
performing any services on its own aircraft with its own regular employees (including but not
limited to, maintenance and repair) that it may choose to perform. (Grant Assurance 22(f))
23
3KAM Real Estate LLC Lease Agreement
IN WITNESS WHEREOF, the Parties have set their hands and seals this ’/f/L day of
, 2019.
CITY OF DENTON, TEXAS, LESSOR
HI Hileman, City mae
ATTEST:
Rosa Rios, City Secretary
By: L el aZ=?.i.
APPROVED AS TO LEGAL FORM:
Aaron Leal, City Attorney
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the a_ day of #/$– , 2019by Todd Hileman, City Manager of the City of Denton, Texas, on behalf of<aid municipality_
iu #. aky..„t’: it47\?KM,ms-maTE–xnJin'n'mm'x
NotaFy Public, State of Texas
Comm. Expires 06-27-2021NOtary ID 8251214
CITY]#3KAM Real Estate LLC Lease Agreement
24 LESSEE
3KAM RE bTATE LLC, LESSEE
iTm
LESSEE NOTARY
TRE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on theby J. Mike Riley, on behalf of said comp:Il day of 'q pr: /_, 201 9,
STEPHANIE SAIED
Notary ID #129876259My CommIssion ExpIresJuly 16, 2022 R–$PTELIC, HfEa
3KAM Real Estate LLC Lease Agreement25 LESSEE
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