2009-198\\CODAD\Departments\Legal\Our Documents\Ordinances\09\Lease Estoppel-Jet Works.doc
ORDINANCE NO.zoDq_lg d
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A LEASE ESTOPPEL
AGREEMENT BETWEEN THE CITY OF DENTON, JET WORKS AIR CENTER
MANAGEMENT, L.L.C. AND GREATER EAST TEXAS CERTIFIED DEVELOPMENT
CORPORATION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on April 15, 2008 the City of Denton, Texas (hereinafter the "City") entered
into that certain Airport Lease Agreement with Jet Works Air Center Management, L.L.C. ("Jet
Works") at the Denton Municipal Airport dated April 15, 2008 ("Lease"); and
WHEREAS, Jet Works has requested the City to enter into a Lease Estoppel Agreement
("Lease Estoppel") with it and Greater East Texas Certified Development Corporation ("GETC
Development") to facilitate the financing of improvements to be constructed by Jet Works under
the Lease; and
WHEREAS, at its meeting of July 8, 2009 the Airport Advisory Board recommended that
the City Council approve the Lease Estoppel; and
WHEREAS, the City Council deems it in the public interest to enter into a Lease
Estoppel with Jet Works and GETC Development, which will amend the Lease and will further
facilitate the financing of the improvements to be constructed by Jet Works under the Lease;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute a Lease
Estoppel between the City of Denton, Jet Works and GETC Development that will amend the
Lease, Exhibit A which is attached to and made a part of this ordinance, substantially in the form
of the Lease Estoppel, Exhibit B which is attached to and made a part of this ordinance for all
purposes.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the / day of 2009.
MARK A. BURRO MAYOR
S:\Our Documents\Ordinances\09\Lease Estoppel-Jet Works.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: j_qL'_ I M.1 ,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
9Y. % I
" /1X
Page 2
Jet Works Lease-Final,DOC
AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
This Lease Agreement is made and executed to be effective as of the First day of
December, 2004 (the "Effective Date") at Denton, Texas, by and between the City of
Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor", and Jet Works
Aviation, Inc., a Texas corporation, hereinafter referred to as "Lessee".
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Denton Municipal Airport
(the "Airport") in the City of Denton, County of Denton, State of Texas; and
WHEREAS, Lessee desires to lease certain premises at the Airport and construct and
maintain an aircraft hangar and related aviation facilities thereon;
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained in this Agreement, the parties agree as follows:
I. C'.ONT MONS OF LEASE AGREEMENT
NOTWITHSTANDING ANY LANGUAGE TO THE CON'T'RARY HEREINAFTER
CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS
A. PRTNCTPTFS OF OPERATT()NS_ The right to conduct aeronautical and related
activities for furnishing services to the public is granted to Lessee subject to Lessee
agreeing:
1. To furnish said services on a fair, equal and not unjustly discriminatory basis
to all users thereof; and
2. To charge fair, reasonable and not unjustly discriminatory prices for each unit
or service; provided, that Lessee may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price reductions
to volume purchasers.
B. NON-DDS TMTNA G)N: Lessee, for itself? its personal representatives,
successors, and assigns, as a part of the consideration hereof, does hereby
covenant and agree as a covenant running with the land that:
1. No person on the grounds of race, religion, color, sex, or national origin shall
be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of said facilities;
2. In the construction of any improvements on, over, or under such land and the
EXHIBIT A
furnishing of services thereon, no person on the grounds of race, religion,
color, sex, or national origin shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination;
3. Lessee shall use the premises in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations, Department
of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimi-
nation in Federally assisted programs of the Department of Transportation -
Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may
be amended.
C. gTC-rHT OF TNI}WMT TATS T MAINTAIN ATRCAFT. 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.
D. NOW- .XC"T 1 T4TVF RMHT. It is understood and agreed that nothing herein
contained shall be construed to grant or authorize the granting of an exclusive right within
the meaning of Title 49 U.S.C. Appendix § 1349.
AREA,
E. PTTBT.TC
-Lessor reserves.-the right to furth=er develop-or-improve-the landing-area-of-the--
Airport as it sees fit, regardless of the desires or views of Lessee, and without
interference or hindrance.
2. Lessor shall be obligated to maintain and-keep in good repair the landing area
of the Airport and all publicly owned facilities of the Airport; together with the
right to direct and control all activities of Lessee in this regard.
3. During time of war or national emergency, Lessor shall have the right to lease
the landing area or any part thereof to the United States Government for
military or naval use, and, if such lease is executed, the provisions of this
instnunent insofar as they are inconsistent with the provisions of the lease to
the Government, shall be suspended.
4. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, together with the right to
prevent Lessee from erecting, or permitting to be erected, any building or other
structure on or adjacent to the Airport which, in the opinion of Lessor, would
limit the usefulness or safety of the Airport or constitute a hazard to aircraft or
to aircraft navigation. The hangar/office/shop complex as currently proposed
as provided in Section ILD. does not violate this provision.
5. This Lease Agreement shall be subordinate to the provisions of any existing or
AIRPORT LEASE AGREEMENT Jet Works - Page 2
future agreement between Lessor. and the United States or agency thereof,
relative to the operation or maintenance of the Airport.
II. TFASEDP EMB S
Lessor, for and in consideration of the covenants and agreements herein contained, to
be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease
from Lessor, for the lease term described in Article III, the following described land situated
in Denton County, Texas:
A. Land. A tract of land, being approximately 200 feet by 275 feet by 240 feet by 270
feet or 1.3636 acres, drawn and outlined on Attachment "A", and legally described in
Attachment `B" as Parcel 1, such attachments being incorporated herein by reference (the
"Leased Premises") -
Together with the right of ingress and egress to the Leased Premises; and the right in
common with others so authorized of passage upon the Airport property generally, subject
to reasonable regulations by the City of Denton and such rights shall extend to Lessee's
employees, passengers, patrons and invitees. For purposes of this agreement, the term
"Leased Premises" shall mean all property located within the metes and bounds described
and identified within Attachment "B", including leasehold improvements constructed by the
Lessee, but not including certain easements or property owned and/or controlled by the
Lessor.
A legal description of the leased premises is not currently attached as Attachment "B".
Lessee shall deliver to Lessor no later then 30 days after the date of this Agreement a legal
description of the leased premises accurately describing the leased premises that is
acceptable to Lessor. If Lessee fails to do so, Lessor at its option may terminate this
Agreement, in which case it will have no further force and effect. The approved legal
description will be attached to this Agreement as Attachment "B".
B. Right nf_First efi,s L So long as Lessee is in compliance with -all construction
requirements pertaining to Lessee's Improvements as set forth in Section ILD. below 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 Parcel 2 which is more particularly
described in Attachment "A"or any portion thereof to which Lessor receives a written offer
to lease (the "Offer to Lease"). The Right of First Refusal shall be effective for a period of
three (3) years after the Effective Date (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 Lease along 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 the Offer to Lease (the "Dead Line'). If Lessee fails to meet the Dead Line, the
Right of First Refusal will be null and void and of no further force and effect.
AIRPORT LEASE AGREEMENT Jet Works - Page 3
C.TMPRQXMW.N1,1; PROVMM BY T RgSQR: The only improvements provided by
Lessor,. except as set forth in Article 11F. "Access to Utilities" below, shall be as follows:
Lessor shall continue planning efforts with the Texas Department of Transportation,
Aviation Division (TxDOT) to complete the planned expansion of the north terminal apron
as depicted in green on Attachment A. The Lessor will complete the construction of this
planned apron expansion prior to Lessee's completion of Lessee's Improvements,* subject to
the receipt of funding from Texas Department of Transportation C`TxDot"). Should TxDot
not provide the necessary funding in order to meet this deadline then Lessor will complete a
portion of planned apron expansion that is at least 100 feet wide adjacent to Lessee's hangar
facilities on Parcel 1, tapering to 50 feet wide to provide access to Taxiway Alpha When
Lessor receives the necessary funding from TxDot, Lessor will complete the remainder of
planned apron expansion.
Lessor shall complete construction of water utility infrastructure for a looped
extension for a minimum six-inch water line approximately 1,000 feet in length prior to the
issuance of a certificate of occupancy. for Lessee's Improvements.
The term "Lessor improvements" shall mean those things on or adjacent to the Leased
Premises belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise
noted herein, all Lessor improvements are and will remain the property of Lessor. All
Lessor improvements must be described in detail above, or above referenced and attached to
this Agreement in an exhibit approved by Lessor.
D.. TMPRffiRM=S PROVIDED BY i.FRSRR. On the Leased Premises, Lessee
shall construct a hangar/office/shop complex with a minimum of 26,000 square feet. The
hangar space shall be a minimum of 18,000 square feet and the officelshop space shall be a
minimum of 8,000 square feet. Lessee shall construct an aircraft staging ramp 20 feet by
270 feet that will access the public ramp south of the proposed facility. Lessee shall also
construct appropriate culverts or drainage as required by City ordinances in the utility right
of way south and north of the proposed hangar as well as other improvements as determined
necessary by City ordinances (All above described improvements to be constructed by
Lessee are called the 'lessee's Improvements'. Construction of Lessee's Improvements
shall be commenced no later than 270 days and completed no later than 720 days after the
Effective Date (the "Construction Period'. Construction of Lessee's Improvements are
considered commenced upon issuance of a building permit and construction of any portion
of the hangar/office/shop complex. Construction of Lessee's Improvements are considered
complete upon the issuance of a Certificate of Occupancy for the entire hangar/office/shop
complex, and the aircraft staging ramp and drainage and utility improvements are
completed.
Notwithstanding anything contained in this Lease Agreement to the contrary, a
failure to complete the Lessee's Improvements within the Construction Period may, at
the sole option and discretion of the Lessor, result in the immediate termination and
cancellation of this Lease Agreement upon 30 days written notice of cancellation to
Lessee. In such case Lessee's rights under the Lease Agreement will immediately
AIRPORT LEASE AGREEMENT Jet Works - Page 4
4
cease and be forfeited, and all of Lessee's Improvements shall immediately become the
property of Lessor at no cost; expense or other compensation paid by Lessor to
Lessee; and Lessee shall immediately vacate the Leased Premises.
E. F ASEh=4_ Lessor and Lessee by mutual agreement may establish, on the
Leased Premises, easements for public access on roads and taxiways.
F. ACf:F.45 TO 1TrMTTTFS_ Lessor represents that there are waxer, sewer and 3-
phase electricity lines within close proximity to the Leased Premises available to "tap-in" by
Lessee, and that the same are sufficient for. usual and customary service on the Leased
Premises.
III. TERM
The term of this Lease Agreement shall be for a period of thirty (30) years, com-
mencing on the .1st day of December, 2004 and continuing through the 3e day of
November of 2034, unless earlier terminated under the provisions of the Lease Agreement
(the "Lease Term'). Lessee has the option to renew for two (2) additional ten (10) year
terms. In order to exercise the first option Lessee must provide written notice to Lessor of
its intent to exercise the first 10 year option no later than 180 day before the expiration of
the 30 year primary term. To exercise the second option such written notice must be
provided no later than 180 days before the expiration of the first 10 year option term. The
rental and terms to be negotiated for the option terms shall be reasonable and consistent
with the then value, rentals and terms of similar property on the Airport.
IV. PAYMENTS, REVEATS AIM FEES
Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement,
the following payments, rentals and fees:
A. Tnnd rental shall be due and payable to Lessor in twelve (12) equal monthly
installments in the sums set forth below, on or before the 1st day of each and every month
during the term of this Lease Agreement. Lessee has the option to pay annual rentals and
fees in whole on or before the 1 st day of October, at the beginning of the City's fiscal year,
each and every year of this Lease Agreement.
1, 1 -1-2004 hrn 11-30-20'07-
Annual rent shall be a sum equW to $0.20 per square foot of the land area contained in the
Leased Premises (the "Original Rent'). Monthly rental shall be 1/12th of the annual rent.
Notwithstanding the foregoing, so long as Lessee complies with the construction
requirements of Lessee's Improvements contained in Section II D. and is not otherwise in
AIRPORT LEASE AGREEMENT Jet Works - Page 5
default of any term or condition of this Lease Agreement the annual rent shall be
reduced to a sum equal to $0.05 per square foot of the land area contained.in the
Leased Premises at the time of completion of the Leased Improvements (the
"Reduced Rent"). Until such time that the Lessee's Improvements are completed
in accordance with Section H.D. Lessee shall pay the Original Rent. After
Lessee's Improvements are completed Lessee shall pay the reduced rent through
11-30-2007 and will be entitled to a refund or credit for the amount paid in excess
of the Reduced Rent for the period of this Lease Agreement up to and through the
date of completion of Lessee's Improvements.
Annual rent shall be a sum equal to $0.20 per square foot of land area contained
in the Leased Premises as adjusted in accordance with Section IV.C. In this regard
the rent beginning 12-1-2007 may be greater than.$0.20 per square feet. Monthly
rental shall be 1/12`~ of the annual rent.
Notwithstanding the foregoing, the annual lease rental will be reduced by the current lease
rate per square foot, as adjusted by the CPI-U referenced in Section IV.C., times the number
of square feet comprising all easements established in accordance with Section H.E..
B. LESSOR TMPR ffiMA . S RENTAT S_ NONE: There are no Lessor
improvements on the Leased Premises.
C. PAYi PNT, PENAT,TY, AT)T[ TSTMFNTS. All payments due Lessor from Lessee
shall be made to Lessor at the offices of the Finance Department of the City of Denton,
Customer Service Division, 601 West Hickory, Denton, Texas, unless otherwise designated
in writing by the Lessor. If payments are not received on or before the 15th day of the
month, a five percent (5%) penalty will be due as of the 16th. If payments are not received
by the first of the subsequent month, an additional penalty of one percent (1%) of the unpaid
rental/fee amount will be due. A one percent (1%) charge will be added on the first of each
subsequent month until the unpaid rental/fee payment is made. The Original Rent for the
Leased Premises shall be readjusted at the end of each one year period during the Lease
Term 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
bears to the previous odd month 2004 index (September), which was 179.7 (1982-84 =
100). Each rental adjustment, if any, shall occur on the 1st day of October, beginning
2006, and every other year thereafter on such date.
The adjustments in the yearly rent shall be determined by multiplying the Original
Rent by a fraction, the numerator of which is the index number for the last month prior to
the adjustment, and the denominator of which is the index number applicable at the
execution of this Lease Agreement. If the product of this multiplication is greater than
AIRPORT LEASE AGREEMENT Jet Works - Page 6
the Original Rent, Lessee shall pay this greater amount as the yearly rent until the time of
the next rental adjustment as called for in this section. If the product of this multiplication
is less than the Original Rent there shall be no adjustment in the annual rent at that time,
and Lessee shall pay the previous year's annual rent until the time of the next rental
adjustment as called for in this section. In no event shall any rental adjustment called for
in this section result in an annual rent less than the previous year's annual rent. The..
adjustment shall be limited so that the annual rental payment determined for any given
two-year period shall not exceed the annual rental payment calculated for the previous
CPI adjustment by more than twenty percent (20%) percent.
If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort
Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor
Statistics, is discontinued during the Lease Term, the remaining rental adjustments called
for in this section shall be made using the formula set forth above, but by substituting the
index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For
All Items For Ail Urban Consumers (CPI-U) for the index numbers for the CPI -U
applicable to the Dallas-Fort Worth geographical region. If both the CPI-U for the Dallas-
Fort Worth geographical region and the U.S. City Average are discontinued during the
Lease Term, the remaining rental adjustments called for in this section shall be made using
the statistics of the Bureau of Labor Statistics of the United States Department of Labor that .
are most nearly comparable to the CPI-U applicable to the Dallas-Fort Worth geographical
region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to
exist or ceases to publish statistics concerning the purchasing power of the consumer dollar
during the Lease Term, the remaining rental adjustments called for in this section shall be
made using the most nearly comparable statistics published by a recognized financial
authority selected by Lessor.
V. HIGHTS AND 0131.TCTATICUS OF T FSSF.F,
A. YTSF OF T FASF.T) PRRMTSFS, Lessee is granted the non-exclusive privilege to
engage in owner/operator activities providing the following aviation services:
1. General Aircraft Maintenance: Lessee is granted the non-exclusive right to
conduct airframe and power plant maintenance.
2. Avinnics: Lessee is granted the non-exclusive right to provide for the sale,
installation and maintenance of aircraft avionics and associated electrical
equipment.
3. Ilan~g r Sn c . T ,easin& Lessee is granted the non-exclusive right to rent
hangar space.
4. Offi~Tac . Lensing, Lessee is granted the non-exclusive right to rent office
space.
5. Aircraft Tn eHor Shan- Lessee is granted the non-exclusive right to rent space
AIRPORT LEASE AGREEMENT Jet Works - Page 7
for the repair, restoration, or reinstallation of aircraft interior components.
Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct
any services not specifically listed in this Lease Agreement. The use of the Leased Premises
by Lessee, its tenants, employees, invitees or guests shall be limited to only those private,
commercial, retail or industrial activities having to do with or related to airports and avia-
tion. Except as specifically authorized in this Lease Agreement, no person, business or
corporation may operate a commercial, retail or industrial business upon the Leased
Premises or upon the Airport without a lease or license from Lessor authorizing such
commercial, retail or industrial activity. The Lessor shall not unreasonably withhold
authorization to conduct aeronautical or related services.
B. STAN ARDS Lessee shall meet or exceed the following standards:
1. 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.
2. List,. Lessee shall file with the Airport Manager and keep current a list of its
tenants and sublessees.
3. Conduct. Lessee shall contractually require its employees and sublessees (and
sublessee's invitees) to abide by the terms of this Lease Agreement. Lessee
shall promptly enforce its contractual rights in the event of a default of such
covenants.
4. f Ttilitie-g. Taxes anti Fees_ Lessee shall meet all expenses and payments in
connection with the use of the Leased Premises and the rights and privileges
herein granted, including the timely payment of utilities, taxes, permit fees,
license fees and assessments lawfully levied or assessed.
5. Its. Lessee shall comply with all current and future federal, state and local
laws, rules and regulations which may apply to the conduct of business
contemplated, including rules, regulations and ordinances promulgated by
Lessor, and Lessee shall keep in effect and post in a prominent place all
necessary and/or required licenses or permits.
6. Mg,j3jena„ .P- of Pruner Lessee shall be responsible for the maintenance,
repair and upkeep of all property, buildings, structures and improvements,
including the mowing or elimination of grass and other vegetation on the
Leased Premises, and shall keep the Leased Premises neat, clean and in
respectable condition, free from any objectional matter or thing, including
trash or debris. Lessee agrees not to utilize or permit others to utilize areas on
the Leased Premises which are located on the outside of any hangar or
building for the storage of wrecked or permanently disabled aircraft, aircraft
parts, automobiles, vehicles of any type, or any other equipment or items
AIRPORT LEASE AGREEMENT Jet Works - Page 8
i
which would distract from the appearance of the leased premises. Lessee
agrees that at no time shall the Leased Premises be used for a flea market type
sales operation.
7. Psi tins of Builci& During the Lease Term of this Lease Agreement and
during each extension, Lessor shall have the right to require, not more than
once every five years, that the metal exterior of hangar(s) or building(s)
located on the Leased Premises be repainted. The Lessor may require Lessee
to repaint said exteriors according to Lessor's specifications (to specify color
of paint, quality of workmanship and the year and month in which the
hangar(s) or building(s) are to be painted, if needed.) Lessee shall complete
the painting in accordance with such specifications within one (1) year of
receipt of notice from Lessor. Lessee agrees to pay all costs and expense
involved in the hangar or building painting process. Failure of Lessee to
complete the painting required by Lessor, within the one (1) year period shall
constitute Lessee's default under this Lease Agreement.
g, 11nautherized use of Leased Pry. Lessee may not use any of the Leased
premises for any use not authorized herein unless Lessor gives Lessee prior
written approval of such additional use. Without limiting the foregoing the
Leased premises shall not be used for the operation of a motel, hotel,
restaurant, private club or bar, apartment house, storage of recreational
vehicles, automobiles, or marine vehicles, or for industrial, commercial, retail,
or other purposes, except as authorized herein.
9. Dwellings- It is expressly understood and agreed that no dwelling or domicile
may be built, moved to or established on or within the Leased Premises nor
may lessee, its tenants, employees, invitees, or guests be permitted to reside or
remain as a resident on or within the Leased Premises or other Airport
premises. . Lessee may have a pilot lounge, including restroom and shower
facilities for use by flight crew and passengers.
10. Quit Pncsessinn_ Lessee shall quit possession of the Leased Premises at the
end -of the Lease Term or any renewal or extension thereof, or upon
cancellation or termination of the Lease Agreement, and deliver up the Lease
Premises to Lessor in as good condition as existed when possession was taken
by Lessee, reasonable wear and tear excepted.
Indemnity. Lessee must indemnify, hold harmless and defend the Lessor, its
11.
officers, agents and employees, from and against liability for any and all
claims, liens, suits, demands and/or actions for damages, injuries to persons
(including death), property damage, (including loss of use), and expenses,
including court costs, attorneys' fees and other reasonable costs, occasioned
by or incidental to the Lessee's occupancy or use of the Leased Premises or
the Airport and/or activities conducted in connection with or incidental to this
Lease Agreement, including all such causes of action based on common,
AIRPORT LEASE AGREEMENT Jet Works - Page 9
constitutional or statutory law, or based in whole or in part upon the negligent
or intentional acts or omissions of Lessee, its officers, agents employees,
invitees or other persons. Lessee must at all times exercise reasonable
precautions on behalf of, and be solely responsible for, the safety of its
officers, employees, agents, customers, visitors, invitees, licensees and other
persons, as well as their property, while in, on, or involved in any way with
the use of the Leased Premises. The Lessor is not liable or responsible for
the negligence or intentional* acts or omissions of the Lessee, its officers,
agents, employees, agents, customers, visitors and other persons. The Lessor
shall assume no responsibility or liability for harm, injury, or any damaging
events which are directly or indirectly attributable to premise defects, whether
real or alleged, which may now exist or which may hereafter arise upon the
Leased Premises, responsibility for all such defects being expressly assumed
by the Lessee. The Lessee agrees that this indemnity provision applies to all
claims, suits, demands, and actions arising from all premise defects or
conditions.
12. Chemicals. Lessee agrees to properly store, collect and dispose of all chemicals
and chemical residues; to properly store, confine, collect and dispose of all
paint, including paint spray in the atmosphere, and paint products; and to
comply with all Local, State and Federal regulations governing the storage,
handling or disposal of such chemicals and paints. Further, the Lessee shall be
solely responsible for all discharges, whether accidental or intentional, of any
4 chemical and for the costs associated with the cleanup, remediation and
disposal of said chemicals.
13. Haar aus Activities. Should Lessee violate any law, rule, restriction or
regulation of the City of Denton or the Federal Aviation Administration, or any
other regulatory authority, or should the Lessee engage in or permit other
persons or agents to engage in activities which could produce hazards or
obstruction to air navigation, obstructions to visibility or interference with- any
aircraft navigational aid station or device, whether airborne or on the ground,
AIRPORT LEASE AGREEMENT Jet Works - Page 10
then Lessor shall state such violation in writing and deliver written notice to
Lessee or Lessee's agent on the Leased Premises, or to the person(s) on the
Leased Premises who are causing said violation(s), and upon delivery of such
written notice, Lessor shall have the right to demand that the person(s)
responsible for the violation(s) cease and desist from all such activity creating
the violation(s). In such event, Lessor shall have the right to demand that
corrective action, as required, be commenced immediately to restore the Leased
Premises into conformance with the particular law, rule or aeronautical
regulation being violated. Should Lessee, Lessee's agent, or the person(s)
responsible for the violation(s) fail to cease and desist from said violation(s)
and to immediately commence correcting the violation(s), and to complete said
corrections within twenty-four (24) hours following written notification, then
Lessor shall have the right to enter onto the Leased Premises and correct the
violation(s) at the sole cost and expense of Lessee, and Lessor shall not be
responsible for any damages incurred to any improvements on the Leased
Premises as a result of the corrective action process. In addition, such violation
shall be considered a material default by Lessee authorizing Lessor, at its sole
option and discretion, to immediately terminate and cancel this Lease
Agreement.
C. SIB. 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- of Lessor. Lessee, at its sole expense, shall be
responsible for the creation, installation and maintenance of all such Signage. Lessee shall
pay to Lessor any and all damages, injuries, or repairs resulting from the installation,
maintenance or repair of any such Signage. Any Signage placed on the Leased Premises
shall be maintained at all times in a safe, neat, sightly and good physical condition. All
sgnage shall be removed from the Leased Premises by Lessee immediately upon receipt of
instructions for removal of same from Lessor, including without limitation, upon expiration
or termination of this Lease Agreement. If Lessee fails to remove the Signage then Lessor
may do so at the sole cost and expense of Lessee. Lessee shall be permitted the right to
place two wall signs, no greater than thirty-two square feet each, identifying the commercial
hangar operation. All signage shall comply with all applicable ordinances including the
City of Denton sign ordinance."
D. ENTRY. Lessor and its_ designees shall have the right to enter the Leased
Premises upon reasonable advance notice (written or oral) and at any reasonable times for
the purposes of inspecting the Leased Premises, performing any worm which Lessor elects
to perform under this Lease Agreement, and exhibiting the Leased Premises for sale,
lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do any
work, which under any other provision of this Lease Agreement Lessee is required to
perform, and any performance by Lessor shall not constitute a waiver of Lessee's default.
AIRPORT LEASE AGREEMENT Jet Works - Page 11
{-r
s
VI. COVENANTS BY-1 ESSOR
Lessor hereby agrees as follows:
A. PRA , TT • RNTnYNMNT_ Upon on payment of all rent, fees, and performance
of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee
shall peaceably hold and enjoy the Leased Premises and all rights and privileges herein
granted.
B. CO T.TANCF_ Lessor warrants and represents that in the establishment,
construction and operation of the Airport, that Lessor has heretofore and at this time is
complying with all existing rules, regulations, and criteria distributed by the Federal
Aviation Administration, or any other governmental authority relating to and including, but
not limited to, noise abatement, air rights and easements over adjoining and contiguous
areas, over-flight in landing or takeoff to the end that Lessee will not be legally liable for
any action of trespass or similar cause of action by virtue of any aerial operations of
adjoining property in the course of normal take-off and landing procedures from the
Airport; Lessor further warrants and represents that at all times during the Lease Term, or
any renewal or extension of same, that it will continue to comply with the foregoing.
V11. SPECIAL C.01MITIONS
It is expressly understood and agreed by and between Lessor and Lessee that this
Lease Agreement is subject to the following special terms and conditions.
RITINDMAYS ANT) TAXTWAYS. Because of the present sixty thousand (60,000)
pound continuous use weight bearing capacity of the taxiway of Lockheed, Lessee herein
agrees to limit all aeronautical activity including landing, take-off and taxiing, to aircraft
having an actual weight, including the weight of its fuel, of sixty thousand (60,000) pounds
or less,.until such time that the runway and designated taxiways on the Airport have been
improved to handle aircraft of such excessive weights. It is further agreed that, based on
qualified engineering studies, the weight restrictions and provisions of this clause may be
adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as
such studies may dictate. "Aeronautical activity" referred to in this clause shall include any
activity of the Lessee or its agents or subcontractors, and its customers and invitees, but
shall not include those activities over which it has no solicitory part or control, such as an
unsolicited or unscheduled or emergency landing. A pattern of violating the provisions of
this section on two or more occasions shall be sufficient to cause the immediate termination
of this entire Lease Agreement and subject Lessee to liability for any damages to the Airport
that might result.
AIRPORT LEASE AGREEMENT Jet Works - Page 12
r
}
t
1
%r
VIII. T RA SFHnT T7 TM-PR OVF.MF.NTS
A. RF(~T TTRF.M I S. Before commencing the construction of any improvements
on the Leased Premises including Lessee's Improvements (the "Lease Improvements'),
Lessee shall submit:
1. Documentation, specifications, or design work, to be approved by the Lessor,
which shall establish that the improvements to be built or constructed upon the
Leased Premises are in conformance with the overall size, shape, color, quality
and design, in appearance and structure of the program established by Lessor
on the Airport.
2. All plans and specifications showing the location upon the Leased Premises of
the proposed construction and improvements;
3. The estimated cost of such construction. .
No construction may commence *until Lessor has approved the plans and
specifications and the location of the Lease Improvements, and the estimated costs of such
construction. Approval by the Lessor shall not be unreasonably withheld. Documentary
evidence of the actual cost of construction on public areas only (such as taxiways) shall be
delivered by Lessee to Lessors City Manager from time to time as such costs are paid by
Lessee, and Lessor's City Manager or designee is hereby authorized to endorse upon a copy
of this Lease Agreement filed with the City Secretary of Lessor such actual amounts as he
shall have found to have been paid by Lessee, and the findings of the City Manager when
endorsed by him upon said contract shall be conclusive upon all parties for all purposes of
this Lease Agreement.
No later than 30 days after completion of the Lease Improvements, Lessee shall
submit to Lessor detailed as built plans of the Lease Improvements and documentary
evidence acceptable to Lessor evidencing the total cost to construct the Lease Improvements
("Cost to Construct Lease Improvements').
B. ADDMONAT, CONSTRUCTION OR TMPROVI NTS: Lessee is hereby
authorized to construct upon the Leased Premises, at its own cost and expense, buildings,
hangars, and structures, that Lessor and Lessee mutually agree are necessary for use in
connection with the operations authorized. by this Lease Agreement, provided however,
Lessee shall comply with all of the requirements of Section VIU.A., above. Such additional
improvements shall be a part of the Lease Improvements.
C. O NF.RSHTP OF TMPRQV A=S: Except as otherwise provided in this
Lease Agreement, the Lease Improvements constructed upon the Leased Premises by
Lessee shall remain the property of Lessee during the Lease Term subject to the following
conditions, terms and provisions:
1. Removal of Riildin~S. No building or permanent fixture may be removed
AIRPORT LEASE AGREEMENT Jet Works - Page 13
from the Leased Premises.
2. Asslitirdon. The Lease Improvements shall automatically become the
property of Lessor absolutely free, without any cost to Lessor, at the end of the
Lease Term, or any extension thereof. .
3. Failure to Complete .escee's Tmprovements. The Lease Improvements shall
immediately become the property of Lessor at no cost, expense, or
compensation to Lessee should Lessee fail to complete the Lessee's
improvements within the Construction Period as provided in Section II.D. of
this Lease Agreement.
4. neellation or Termination. Should this Lease Agreement be cancelled or
terminated before the end of the Lease Term, or extension thereof, Lessor shall
have the right to purchase all of the Lease Improvements. In the event of a
cancellation or termination, other then due to a default by Lessee that has not
been cured as provided below, the purchase price shall be equal to the most
recent value of the Lease Improvements as determined by the Denton County
Central Appraisal District ("Value of the Lease Improvements") reduced by
1/30 for each year of the Lease Term that has expired as of the date of
termination (the "Purchase Price"). Should the Denton County Central
Appraisal District not determine a separate value for the Lease Improvements,
or should such separate valuation be older than two years, then the Purchase
Price will be determined taking the Cost to Construct the Lease Improvements
reduced by 1/30 for each year the Lease Term has expired as of the date of
termination. If the termination or cancellation is due to a default by Lessee that
has not been cured within 30 days after written notice of default to Lessee,
then the Purchase Price as determined above shall be reduced by 50%.
However, if Lessee provides written notice to Lessor within said 30 day cure
period that it is impossible to cure such default within said time period, then
the Lessor may consent to an extension of such time to cure, which consent
will not be unreasonably withheld.
IX. SI$ROGATION DE MORTGACTER
Any person, corporation or institution that lends money to Lessee for construction
of any hangar, structure, building or improvement and retains a security interest in said
hangar, structure, building or improvement shall, upon default of Lessee's obligations to
said mortgagee, have the right to enter upon the Leased Premises and operate or manage
said hangar, structure, building or improvement according to the terms of this Lease
Agreement, for a period not to exceed the term of the mortgage with Lessee, or until the
loan is paid in full, whichever comes first, but in no event longer than the Lease Term. It
is expressly understood and agreed that the right of the mortgagee referred to herein is
limited and restricted to those improvements constructed with funds borrowed from
mortgagee, those improvements purchased with the borrowed funds, and - those
improvements pledged to secure the refinancing of the improvements.
AIRPORT LEASE AGREEMENT Jet Works - Page 14
~r
X. RTGET F F.ASF.11M-NI
Lessor shall have the right to establish easements, at no cost to Lessee, upon the
Leased Premises for the purpose of providing underground utility services to, from or
across the Airport property or for the construction of public facilities on the Airport.
However, any such easements shall not interfere with Lessee's use of the Leased Premises
and Lessor shall restore the property to the original condition as is reasonable practicable
upon the installation of any utility services on, in, over or under any such easement at the
conclusion of such construction. Construction in or at the easement shall be completed
within a reasonable time.
) G. ASST TM iIFNT DE T_.F.ASE
Lessee expressly covenants that it will not assign this Lease Agreement, convey more
than fifty percent (50%) of the interest in its business, through the sale of stock or otherwise,
transfer, license, nor sublet the whole or any part of the Leased Premises for any purpose,
except for rental of hangar space or tie-down space for storage of aircraft only, without the
written consent of Lessor. Lessor agrees that it will not unreasonably withhold its approval
of such sale, sublease, transfer, license, or assignment of the facilities for Airport related
purposes; provided however, that no such assignment, sublease, transfer, license, sale or
otherwise shall be approved if the rental, fees or payments, received or charged are in excess
of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion
of the Leased Premises proposed to be assigned, subleased, transferred, licensed, or
otherwise. The provisions of this Lease Agreement shall remain binding upon the
assignees, if any, of Lessee.
}1[[, INSi TR AN('F.
A. RF.QT TIRED TNST TR ANCE: Regardless of-the activities contemplated under this
Lease Agreement, Lessee shall maintain continuously in effect at all times during the term
of this agreement, at Lessee's sole expense, the following minimum insurance coverages:
1. Commercial (Public) General Liability covering the Lessee or its company, its
employees, agents, tenants and independent contractors, and its operations on the
airport. Coverage shall be in an amount not less than $1,000,000 per occurrence
and provide coverage for premises/operations and contractual liability AND where
exposure exists, coverage for: products/completed operations; explosion, collapse
and underground property damage.
2. All risk property insurance on a replacement cost basis covering loss or damage to
all facilities used by the Lessee, either as a part of this agreement or erected by the
Lessee subsequent to this agreement. Under no circumstances shall the Lessor be
liable for any damages to fixtures, merchandise or other personal property of the
Lessee or its tenants.
AIRPORT LEASE AGREEMENT Jet Works - Page 15
3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non-
Owned Autos and Hired Cars:
For operation in aircraft movement areas the limit of liability shall be $100,000
per occurrence.
For other operations the limit of liability shall be consistent with the amount set
by State Law.
B. ADDITIONAL COVER AGES: In addition to the above referenced coverages, the
following insurance is required if the activity or exposure exists or is contemplated:
1. Aircraft Fuel/oil Storage and Dispensing - Comprehensive Commercial (Public)
General Liability shall include coverage or separate coverage shall be provided for
Environmental Impairment Liability.
2. Aircraft Sales or Aircraft Charter and Air Taxi - Aircraft Liability in the amount of
$1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Passenger Liability in an amount of $100,000 per person (per passenger seat) shall
be provided.
3. Aircraft Rental or Flight Training Aircraft Liability in the amount of $1,000,000
per occurrence to include Hull Coverage and Liability, Passenger Liability in the
amount of $100,000 per person (per passenger seat) and Student/Renter Liability
covering all users in the amount of $500,000 per occurrence.
4. Specialized Commercial Flying (including crop dusting, seeding, and spraying,
banner towing and aerial advertising, aerial photography and surveying, fire
fighting, power line or pipe line patrol) - Aircraft Liability in the amount of
$1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Passenger Liability in an amount of $100,000 per person (per passenger seat)
shall be provided.
5. Aircraft Storage, Maintenance and/or Repair - Aircraft Liability in the amount
of $1,000,000 per occurrence to include Hull Coverage and Liability. In
addition, Hanger Keepers Liability in the amount of $500,000 per occurrence
shall be provided. The requirement for Hangar Keepers Liability shall not
apply to individual owner/operators whose primary use of the hangar space is
the storage of their own aircraft. The requirement does not apply to such
individuals notwithstanding the fact that they may, from time to time, permit
the storage of non-owned aircraft in the hangar space and charge a fee for the
storage of such aircraft so long as such use is in the nature of a rent-sharing
agreement rather than a commercial aircraft storage business.
C. COVERAGE R'FQj LM RM=S : All insurance coverages shall comply with the
AIRPORT LEASE AGREEMENT Jet Works - Page 16
following requirements:
L' All liability policies shall name the City of Denton, and its officers and employees
as an additional named insured and provide for a minimum of 30 days written
notice to the City of any cancellation or material change to the policy.
2. All insurance required by this Lease Agreement 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 the City's office of Risk Management for their adequacy as to content,
form of protection and providing company.
3. 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 of the Lessee hereunder.
4. The Lessor shall be provided with a copy of all such policies and renewal
certificates. Failure of Lessee to comply with the minimum specified amounts or
types of insurance as required by Lessor shall constitute Lessee's default of this
Lease Agreement.
5. During the Lease Term, or any extension thereof, Lessor herein reserves the right
to, with 60 days notice, adjust or increase the liability insurance amounts required
of the Lessee, and to require any additional rider, provisions, or certificates of
insurance, and Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor; provided however, that any requirements shall be
commensurate with insurance requirements at other public use airports similar to
the Denton Municipal Airport in size and in scope of aviation activities, located in
the southwestern region of the United States.
XIIL CAN I I ATT N RY .FSSOR
In the event that Lessee shall file a voluntary petition in bankruptcy or
proceedings in bankruptcy shall be instituted against it and Lessee thereafter is
adjudicated bankrupt pursuant to such proceedings, or any court shall take jurisdiction of
Lessee and its assets pursuant to proceedings brought under the provisions of any Federal
reorganization act, or Lessee shall be divested of its estate herein by other operation of
law; or Lessee shall fail to perform, keep and observe any of the terms, covenants, or
conditions herein contained, or on its part to be performed, the Lessor may give Lessee
written notice to correct such condition or cure such default and, if any condition or
default shall continue for thirty (30) days after the receipt of such notice by Lessee, then
Lessor may terminate this Lease Agreement by written notice to Lessee. However, if
Lessee provides written notice to Lessor within said 30 day cure period that it is impossible
to cure such default within said time period, then the Lessor may consent to an extension of
AIRPORT LEASE AGREEMENT Jet Works - Page 17
t
such time to cure, which consent will not be unreasonably withheld. In the event of
default, Lessor has the right to purchase any or all of the Lease Improvements under the
provisions of Section VIH.C.4. hereof.
) UV. (-.ANC.F.. -.ATION RY FSSF.F.
Lessee may cancel this Lease Agreement, in whole or part, and terminate all or any of
its obligations hereunder at any time, by thirty (30) days written notice, upon or after the
happening of any one of the following events: (1) issuance by any court of competent juris-
diction of a permanent injunction in any wary preventing or restraining the use of the Airport
or any part thereof for airport purposes; (2) the breach by Lessor of any of the covenants or
agreements contained herein and the failure of Lessor to remedy such breach for a period of
ninety (90) days after receipt of a written notice of the existence of such breach, (3) the
inability of Lessee to use the Lease Premises and facilities continuing for a longer period
than ninety (90) days due to- any law or any order, rule or regulation of any appropriate
governmental authority having jurisdiction over the operations of Lessor or due to war,
earthquake or other casualty; or (4) the assumption or recapture by the United States
Government, or any authorized- agency thereof, of the maintenance and operation of said
airport and facilities or any substantial part or parts thereof.
Upon the happening of any of the four events listed in the preceding paragraph, such
that the Leased Premises cannot be used for aviation purposes, then the Lessee may cancel
this Lease Agreement as aforesaid, or may elect to continue this Lease Agreement under its
terms, except, however, that the use of the Leased Premises shall not be limited to aviation
purposes, their use being only limited by such laws and ordinances as may be applicable at
that time.
Should Lessor close the Airport and relocate the Airport to another location during the
primary term of this Lease Agreement, Lessee shall have the right to relocate its facilities to
the new airport at a suitable location under the same or similar terms of this Lease
Agreement. The cost of relocation of Lessee's facilities will be shared by Lessor and Lessee
in proportion to the number of years remaining on the primary term of this Lease
Agreement. In this regard Lessor will be responsible for 1130 of the such costs for every
year remaining on the primary term.
XI, WSC:R ..ANEOT TS PROVISIONS
A. ENTIRE, ACTS MMENT. This Lease Agreement constitutes the entire
understanding between the parties and as: of its Effective Date supersedes all prior or
independent Agreements between the parties covering the subject matter hereof. Any
change or modification hereof shall be in writing signed by both parties.
B. RTNIMTNCT F.FFF.CT- All covenants, stipulations and agreements herein shall
extend to, bind and inure to the benefit of the legal representatives, successors and assigns
AIRPORT LEASE AGREEMENT Jet Works - Page 18
of the respective parties hereto.
C. SEVER ARTT TTY. If a provision hereof shall be finally declared void or illegal by
any court or administrative agency having jurisdiction, the entire Lease Agreement shall not
be void; but the remaining provisions shall continue in effect as nearly as possible in
accordance with the original intent of the parties.
D. NnTTCF_ Any notice given by one party to the other in connection with this
Lease Agreement shall be in writing and shall be sent by certified mail, return receipt
requested, with postage fees prepaid or via facsimile as follows:
1. If to Lessor, addressed to:
City Manager
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Fax No.940.349.8596
2. If to Lessee, addressed to:
Chris Hoskins, President
Jet Works Aviation, Inc.
400 Gulf Stream Road, 9S
Fort Worth, Texas 76106
Phone (817) 626-4584
Fax No. (817) 626-1928
With copy to :
Morton L. Herman.
Cantey & Hangar L.L.P.
Burnett Plaza, Suite 2100
801 Cherry Street, Unit #12
Fort Worth, Texas 76102-6881
Fax No. (817) 877-2807
E. B ADTNGS_ The headings used in this Lease Agreement are intended for
convenience of reference only and do not define or limit the scope or meaning of any
provision of this Agreement.
F. C,~O=MNCT LAW ANIZVI1.. This Lease Agreement is to be construed in
accordance with the laws of the State of Texas and is fully performable in Denton County,
Texas. Exclusive venue for any lawsuit to enforce the terms or conditions of this Lease
Agreement shall be a court of competent jurisdiction in Denton County, Texas.
AIRPORT LEASE AGREEMENT Jet Works - Page 19
.t
.y
G. NO WAIVER_ No waiver by Lessor or Lessee of any default or breach of
covenant or term of this Lease Agreement may be treated as a waiver of any subsequent
default or breach of the same or any other covenant or term of this Lease Agreement.
H. NO AG N(``Y_ During all times that this Lease Agreement is in effect, the parties
agree that Lessee is and shall not be deemed an agent or employee of the Lessor.
I. FORCE MATEURE. None of the Parties shall be in default or otherwise liable
for any delay in or failure of performance under this Lease Agreement if such delay or
failure arises by any reason beyond their reasonable control, including any act of God,
any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires,
epidemics, riots, failures or delay in transportation or communications. However, lack of
funds shall not be deemed to be a reason beyond a Party's reasonable control. The Parties
y will promptly inform and consult with each other as to any of the above causes, which in
their judgment may or could be the cause of a delay in the performance of this Lease
Agreement.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the
Effective Date first above written.
CITY OF DENTON, TEXAS, LESSOR
BY:
MICHAEL A. CO , CTI'Y AGER
ATTEST:
JENNTER WALTERS, CITY SECRETARY
s
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY:
AIRPORT LEASE AGREEMENT Jet Works - Page 20
JET WORKS AVIATION, INC.
BY:
-Z~Z 4, JfA,-
CHRIS HOS S, PRESIDENT
AIRPORT LEASE AGREEMENT Jet Works - Page 21
ACKNOWLEDGMENTS
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the Z1~ay of A&Zoj 2004, by
Michael A. Conduf~ City Manager of the City of Denton, Texas, on behalf of said
municipality.
JANE E. RICHARDSON
Zl~* = Notary Public, State of Texas
My Commission Expires
June 27, 2005
NARY PUBLIC, STATE OF TEXAS
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the i~ day of \ ~e-M ber, 2004 by
Chris Hoskins, President, Jet Works Aviation, Inc.,. a Texas corporation, on behalf of said
corporation.
NOTARY PUBLIC, STATE OF TEXAS
P JULIE CHAPMAN
N = NOTARY PUBLIC
Co a~ r State of Texas
ofrf Comm. Exp. 08-27-2008
AIRPORT LEASE AGREEMENT Jet Works - Page 22
LEASE ESTOPPEL
This Lease Estoppel (this "Agreement") dated June 18, 2009, is entered into by the CITY OF
DENTON, TEXAS, a municipal corporation (hereinafter called "Lessor"), and JET WORKS AIR
CENTER MANAGEMENT, L.L.C. (hereinafter called "Lessee"), and GREATER EAST TEXAS
CERTIFIED DEVELOPMENT CORPORATION (hereinafter called "CDC'), for the benefit of the
SMALL BUSINESS ADMINISTRATION (hereinafter called "SBA").
WITNESSETH:
WHEREAS, Lessee desires to obtain financing through CDC to facilitate the construction
of the Improvements more fully described in Section H.D.3. of the Third Amendment to the Airport
Lease Agreement with Jet Works Air Center Management, LLC; and
WHEREAS, CDC requires the parties to execute this Agreement before it will provide
financing to Lessee, the proceeds of which will be used to finance the Improvements;
NOW THEREFORE, in consideration of the promises and mutual covenants contained in
this Agreement, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
SBA Loan 32203760-10.
SBA Loan Name: JET WORKS AIR CENTER.
Authorization: the Authorization for Debenture Guaranty, as amended, issued by the SBA
in connection with the loans and bearing SBA Loan No. 32203760-10.
CDC Loan: the loan from CDC to Lessee extended pursuant to the Authorization.
Lease: the Airport Lease Agreement Commercial Operator dated December 1, 2004, by and
between the City of Denton, Texas, a municipal corporation, as lessor, and Jet Works
Aviation, Inc., a Texas corporation, as lessee, filed August 24, 2005, under CC# 2005-
105852, real property records of Denton County, Texas. Amendment filed August 31, 2005,
recorded under CC# 2005-109289, real property records of Denton County, Texas. Lease
Estoppel filed May 31, 2006, recorded under CC# 2006-64021, real property records of
Denton County, Texas. Assignment to Jet Works Air Center Management, LLC, filed March
125 2008, recorded under CC# 2008-26558, real property records of Denton County, Texas.
Lease Estoppel
Loan No.: 85271440-05 Page 1/7
EXHIBIT B
Third Amendment to the Airport Lease Agreement dated April 15, 2008, filed May 6, 2008,
recorded under CC# 2008-493485 real property records of Denton County, Texas.
Loan Documents: the documents, as modified, that are now or hereafter executed in
connection with or as security for the CDC Loan, including without limitation, any
promissory notes, loan agreements, servicing agent agreements, guarantees, deeds of trust,
security agreements, certifications, and affidavits.
Project Property: The leasehold estate in a 4.74 acre tract of land, situated in the Thomas
Toby Survey, Abstract No. 1285, City of Denton, Denton County, Texas, and being a part
of that called 74.94 acre tract of land described in deed to the City of Denton as recorded in
Volume 304, Page 503 of the Deed Records of Denton County, Texas, and which said 4.74
acres of land being more particularly described by metes and bounds on the attached Exhibit
A, incorporated herein for all purposes.
ARTICLE 2 - AGREEMENTS
1. Lessor's Consent to Granting and Existence of Liens. Lessor consents to the granting and
existence of liens against Lessee's leasehold estate in the Project Property to secure amounts
due under the Loan Documents.
2. Lease Modifications and Cancellations. The Lease will not be modified or cancelled without
the CDC's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. In the event the Lease is cancelled or terminated pursuant to Article
u or XIH and any other provisions of the Lease, CDC shall have the right to either (1) acquire
the Lease and assume all the Lessee's rights and obligations under the Lease, or (2) present
to the Lessor a replacement Lessee acceptable to Lessor in its reasonable approval, to assume
all the Lessee's obligations under the Lease. Provided, however, in the event of any
cancellation of the Lease which is not caused by a default of Lessor, Lessee, CDC or any
assignee or successor in interest to Lessee shall pay all Lessor's administrative costs of such
cancellation, including without limitation, all attorney's fees, administrative costs and
Lessor's staff time associated with such cancellation.
3. CDC's Right to Acquire Leasehold Estate. If there is a default under the Loan Documents
and the default continues without being cured, then the CDC will have the right to acquire
the leasehold estate through foreclosure or assignment of lease in lieu of foreclosure. The
CDC's acquisition of the leasehold estate will not constitute a default or termination of the
Lease.
4. CDC's Rights as Lessee. If the CDC acquires the leasehold estate as stated in paragraph 3
above, then it will succeed to the rights of Lessee under the Lease, including without
limitation, the right to exercise any options exercisable by the Lessee under the Lease. And
Lease Estoppel
Loan No.: 85271440-05 Page 2/7
in addition, and notwithstanding anything contained in the Lease to the contrary, the CDC,
as lessee under the Lease, will have the right (1) to assign the Lease, or (2) to sublease all or
any part of the leased premises to a lessee that is acceptable to Lessor in its reasonable
approval. Provided, however, in the event of an assignment of the Lease, CDC or the
assignee shall pay all of Lessor's administrative cost of processing such assignment as
described in paragraph 2.
5. CDC's Duties as Lessee; Lessor's Exclusive Remedy for Breach. If the CDC acquires the
leasehold estate as stated in paragraph 3 above, then it will be obligated to pay rent and to
perform Lessee's other obligations under the Lease, including any delinquent or back rental
or other charges owed as a result of the default.
6. Notice of Material Defaults. Lessor agrees to give the CDC written notice of all material
defaults under the Lease. A material default is any default upon which Lessor intends to take
action.
7. CDC's Right to Cure Defaults. The CDC shall have the right to cure any or all defaults under
the Lease.
Opportunity to Cure Monetary Defaults. In the event of a material monetary default under
the Lease, Lessor agrees to give the CDC a period of 90 days to cure the default before
exercising any of its remedies under the Lease. The first day of the ninety day period is the
day the CDC actually receives the default notice.
9. Opportunity to Cure Non-Monetary Defaults. In the event of a material non-monetary default
under the Lease, Lessor shall take no action to exercise its remedies under the Lease if within
forty-five (45) days following receipt by the CDC of a default notice: (1) the CDC has cured
any non-monetary defaults that are susceptible of being cured by it; and (2) the CDC has
commenced all necessary action to obtain possession of the Property, the CDC is diligently
proceeding to obtain possession of the Project Property, and any rental and other amounts
due under the Lease with all interest, penalties and other charges that may be due under the
Lease, have been and continue to be paid to Lessor.
10. Notices. All notices, requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of service if
served personally, or on the day it is deposited in the United States mail, by first class mail,
registered or certified, postage prepaid, and properly addressed as follows:
Lessor City Manager
City of Denton, Texas
215 E. McKinney St.
Denton, TX 76201
Fax No. (940) 349-8596
Lease Estoppel
Loan No.: 85271440-05 Page 3/7
Lessee Walter W. Cecil
Jet Works Air Center Management, L.L.C.
5035 Warbird Dr.
Denton, TX 76207-4541
CDC/SBA John Hart, President
Greater East Texas Certified Development Corporation
P.O. Box 8274
Tyler, TX 75711
Fax No. (903) 535-9232
11. Subordination of Landlord's Lien. Lessor subordinates all its liens and security interests in
each lessee's personal property located on the Project Property to the liens and security
interest of CDC in such personal property.
12. Condemnation Awards and Hazard Insurance Proceeds. Notwithstanding anything contained
in the Lease to the contrary, the provisions of the Loan Documents shall govern and control
the use and application of the proceeds of any condemnation award or casualty insurance
policy payable with regard to condemnation or casualty.
13. Conflicts. In the event of a conflict between the terms of the Lease and this agreement, the
terms of this agreement will control, provided all terms of the Lease which are not in conflict
with this Agreement shall remain in full force and effect.
14. Binding Effect. This agreement shall be binding upon the undersigned and their successors,
assigns, and legal representative. This agreement is intended to benefit and may be enforced
by the Lessor, the CDC and the SBA and their successors, assigns, and legal representative.
This Agreement is given to assure the Lender, CDC and the SBA, their successors and
assigns, as to the interpretation of certain Lease provisions affecting the CDC's interest. It
is not intended to cnofer nor shall it confer any right or benefit upon the Lessee or any third
Party other than CDC and SBA.
CITY OF DENTON, TEXAS,
a municipal corporati
By:
George Campbell, City Manager
Attest:
Jennifer Walters,
Cit~SecretaryBy:
Lease Estoppel
Loan No.: 85271440- Page 4/7
Approved as to legal form:
Anita Burgess,
. City Attorney
By:
ATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on V
by GEORGE CAMPBELL, City Manager of CITY OF DENTO , TEXAS, a municipal corporation,
on behalf of said municipal corporation
`~~.o~~er a~sa,~
JENNIFER K. WAITERS
Notary Public, State of Texas
My Commission Expires
l ft
DeCe
mber 14, 2010
N Public tate of Texas
Lease Estoppel
Loan No.: 85271440-05
Page 5/7
JET WORKS AIR CENTER MANAGEMENT,
L.L.C., a Texas limited liability company
By: Denton Business Air Center Ltd,
a Texas limited partnership
its sole Member
By: Denton Business Air Management,
LLC, a Texas limited liability
company, individually and as
its sole General Partner
By: 0-~-/
Wa • r Wayne Cecil,
its Chief Executive Officer
THE STATE OF TEXAS
COUNTY OF DENTON
BEFORE ME, the undersigned notary public on this day personally appeared WALTER
WAYNE CECIL, known to me or proved to me through description of identity card or other
document to be the person whose na1ae is subscribed to the foregoing instrument and acknowledged
to me that he executed the same as Chief Executive Officer and as the act of DENTON BUSINESS
AIR MANAGEMENT, LLC, a Texas limited liability company, General Partner, as the act of
DENTON BUSINESS AIR CENTER LTD, a Texas limited partnership, sole Member, as the act of
JET WORKS AIR CENTER MANAGEMENT, L.L.C., a Texas limited liability company, and for
the purposes and consideration therein expressed.
2009.
GIVEN UNDER MY HAND AND SEAL OF 91E this ~J day of ,
Notary Public, State of Texas
~~.►*'!d., GARTH D. SHIPLEY
Notary Public. State of Texas
My Commission Expires
June 13, 2012
Lease Estoppel
Loan No.: 85271440-05 Page 6/7
GREATER EAST TEXAS CERTIFIED
DEVELOPMENT CORPORATION,
a Texas co o ation
By: ~ r. ~7~a
Judy P- Loden,
Vic resident
THE STATE OF TEXAS
COUNTY OF %,AU-4
. BEFORE ME, the undersigned notary public, on this day personally appeared JUDY E.
LODEN, proved to me through description of identity card or other document to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that she executed the same
as the act of GREATER EAST TEXAS CERTIFIED DEVELOPMENT CORPORATION, a Texas
corporation, as its Vice President and for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SE F OFFICE thisa~day of ,
2009.
N&tary Public, State 2ff T
ASSIGNMENT: CDC assigns this Lease Estoppel to SBA.
By:
Typed Name: Judy E. Loden, Vice President
Date: 6 Q 7
0
authorized officer of CDC.
AFTER RECORDING, RETURN TO:
WILLIAM M. COOK
Attorney at Law
9603 Murmuring Creek Dr.
Austin, Texas 78736
Lease Estoppel
Loan No.: 85271440-05 Page 7/7