2006-217SdOur DocumentsVOrdinancesV06Wssignment of pad site JVC-4736.doc
ORDINANCE NO.
AN ORDINANCE APPROVING AN ASSIGNMENT OF A CERTAIN COMMERCIAL
AIRPORT OPERATOR'S LEASE BETWEEN JVC REAL ESTATE, L.L.C. AND THE CITY
OF DENTON TO 4736 LOCKHEED ASSOCIATES, LTD., APPROVING CONSENTS TO
SUBLEASE FROM 4736 LOCKHEED ASSOCIATES, LTD. TO JVC HANGARS, L.L.C.;
APPROVING A FRACTIONAL INTEREST CONCEPT WHICH SUBDIVIDES THE JVC
REAL ESTATE, L.L.C. LEASE INTO NINE SEPARATE UNITS ALLOWING A PARTIAL
TRANSFER, SUBLEASE AND ASSIGNMENT OF THESE UNITS; DELEGATING TO THE
INTERIM CITY MANAGER THE AUTHORITY TO APPROVE ASSIGNMENTS FROM
JVC HANGARS, L.L.C., OR ANY SUCCESSOR IN INTEREST OF THE FRACTIONAL
UNITS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Ordinance 2006-064 the City Council approved a Fractional Interest
Concept for the hangar and office improvements erected on JVC Real Estate, L.L.C.'s
Commercial Operator's Lease (`Lease") at the Airport dated September 21, 2004 of
approximately .455 acres of land; and
WHEREAS, John Vann, President of JVC Real Estate, L.L.C. has proposed a
substantially similar "Fractional Interest Concept" (`Concept") whereby the hangar and office
improvements erected on JVC Real Estate, L.L.C.'s Commercial Operator's Lease (`Lease") at
the Airport dated September 21, 2004 consisting of 1.240 acres of land which would be split into
nine separate units which could be subsequently assigned, conveyed or subleased under a
partnership agreement; and
WHEREAS, the Airport Advisory Board (`Airport Board"), at its meeting of July 12,
2006, recommended the City Council approve this Concept, the Assignment of the Lease from
JVC Real Estate, L.L.C. to a partnership known as 4736 LOCKHEED ASSOCIATES, LTD.
(`Partnership") and consent to subleases from the Partnership to JVC Hangars, L.L.C.; and
WHEREAS, the Concept involves the ultimate transfer and sublease of the separate
hangar/office units to limited partners of the Partnership provided that the Partnership and
previous assignors remain fully liable and responsible for compliance with all the terms of the
Lease in case of a default and the Partnership will remain primarily responsible for paying the
rent and performing all the lessee's obligations under the Lease; and
WHEREAS, the City Council deems it in the public interest to approve the Concept and
the requested assignments and consents to sublease and to delegate to the Interim City Manager
the authority to approve the assignment, transfer, and sublease of the separate units under the
Lease to the limited partners; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein.
SECTION 2. The City Council approves the Concept set forth above subject to the
hangar/office improvements meeting all applicable City Code requirements and the Interim City
S AOur Documents\Ordinances\06\Assignmenl of pad site JVC-4736.doc
Manager, or his designee, is hereby authorized to execute an Assignment of a leasehold interest
in the Airport Lease Agreement Commercial Operator at the Denton Municipal Airport described
above from JVC Real Estate, L.L.C. to 4736 LOCKHEED ASSOCIATES, LTD., upon payment
to the City of the $500 transfer fee and the City's administrative costs in substantially the form of
the Assignment attached to and made a part of this Ordinance for all purposes, to evidence the
City's consent to the Assignment.
SECTION 3. The Interim City Manager, or his designee, is hereby authorized to execute
the Consents to Sublease under the Airport Lease Agreement Commercial Operator at the
Denton Municipal Airport described above from 4736 LOCKHEED ASSOCIATES, LTD. to
JVC Hangars, L.L.C., upon the payment to the City of a $250 transfer fee for each sublease in
substantially the form of the Consent to Sublease attached to and made a part of Ordinance for
all purposes, to evidence the City's consent to the subleases.
SECTION 4. The City Council hereby delegates the authority to the Interim City
Manager to approve any assignments, subleases, and transfers of the separate hangar/office units
under the Lease from JVC Hangars, L.L.C. under the Concept provided that all previous
assignors, including JVC Real Estate, L.L.C., the 4736 LOCKHEED ASSOCIATES, LTD.
Partnership and JVC Hangars, L.L.C., shall remain fully responsible for compliance with the
Lease terms and conditions in the event of a default and the Partnership shall remain primarily
responsible for performance of all the obligations of the Lease.
SECTION 5. Save and except as amended hereby, all the remaining clauses, sentences,
paragraphs, sections and subsections of Chapter 3 of the City Code shall remain in full force and
effect.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the lf� day of
ATTEST:
JEN IFER WALTERS, �ITY SECRETARY
BY: \)
APPRO D AS LEGAL FORM:
EDWIN M. SNYDER, C TY ATTORNEY
BY: I V
Page 2 of 2
2006.
McNEILL, MAYOR
C\Documents and Set Ings%heitzman\Local Settings\Temporary Internet Files\OLKD\Ground Lease Assignment.rtf
LEASE ASSIGNMENT OF
COMMERCIAL OPERATORS LEASE AT
DENTON MUNICIPAL AIRPORT
DATE: July 25, 2006
ASSIGNOR: JVC Real Estate, L.L.C.
ASSIGNEE: 4736 LOCKHEED ASSOCIATES, LTD.
LEASE: Date: September 21, 2004
Landlord: City of Denton, Texas
Tenant: JVC Real Estate, L.L.C.
Premises: Approximately 1.240 acres of land located at 4736 Lockheed Lane,
Denton, Texas 76207 and more fully described in the Attachment
A which is made a part of this Assignment for all purposes.
Assignor assigns to Assignee Tenant's interest in the lease.
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 purchase from Assignor prior to this
Assignment becoming effective.
Landlord consents to this assignment. Landlord agrees to notify Assignor within
30 days of any Assignee default.
B. Assignor agrees as a condition of Landlord's consent to this Assignment that:
1. Assignor will remain liable on the Lease should Assignee default on the
Lease.
2. Assignor will pay or will have the Assignee pay the Landlord a $500
transfer fee.
3. Assignor will pay or will have the Assignee pay all the Landlord's
administrative costs of handling and processing this assignment, including
without limitation, all Landlord's reasonable attorneys fees and Landlord's
staff time associated with this assignment.
PREVIOUS ASSIGNMENTS: None
JVC Real Estate Ir.L.C., Assignor
J
Page 1 of 3
C:\Documents and Settings\bheitzman\Local Settings\Temporary Internet Fi1cs\0LKD\Ground Lease Assignment.rtf
4736 LOCKHEED ASSOCIATES, LTD., Assignee
A Texas Limited Partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.
A Texas Limited Liability Company
City of Denton, Landlord
#Wwq
Howard Martin, Interi City Manager
Attest:
Jennifer Walters, City Secretary
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By:
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the 20* day of Z41
2006, by John Vann, President of JVC Real Estate, L.L.C., a State of TexasCorpn
behalf of said Corporation.
[SE
BRANDT HEITZMAN
Notary public, State of Texas
My Commission Expires
May 12. 2008
N tory Public, State o xas
My Commission Ex s
(or Notary Stamp)
Page 2 of 3
C:\Documents and Settings\bheitzrnan\Local Settings\Temporary Internet Files\OLKD\Ground Lease AssignmenLrif
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the 16 � day of J-,tiQ.,l
2006, by John Vann, Manager of 4736 LOCKHEED INVESTORS, L.L.C., a S ate of Texas
Corporation, on behalf of said corporation, and the
General Partner on behalf of 4736 LOCKHEE
Partnership.
J -7..71-0'`'4
o BRANDT HEITZMAN Notary Public, State of Texas
[SE € MyComfnleeionExplres
;tMi1�S` May 12, 2008
STATE OF TEXAS
COUNTY OF DENTON
corporation acknowledged this instrument as
D ASSOCIATES, LTD., a Texas Limited
otary Public, State of Texa
My Commission Expires
(or Notary Stamp)
5�
This instrument was acknowledged before me on the _ day of
2006, by Howard Martin, Interim City Manager on behalf the City of Denton, Texas, Wimunicipal
corporation.
"p1"" JANE E. RICHARDSON
av eye.,,
Notary Public, State of Texas
[SE ••,.., My Commission Expires
a.;.
�,p�•;I•`' June 21, 2009
(J,U,V c6 h M6Wii J
Ndtary Public, State of Texas
My Commission Expires
(or Notary Stamp)
Page 3 of 3
CADocumcnts and Settings\bheitzman\Local Settings\Temporary Internet Files\OLKD\Ground Lease Assignment.rtf
ATTACHMENT A
LEGAL DESCRIPTION
1.240 Acres
All that certain tract of parcel of land situated in the WILLIAM NEIL SURVEY, ABSTRACT
NUMBER 970 in the City of Denton, Denton County, Texas, and being a part of Lot 1, Block 1
of Southeast Airport Addition, an addition to the City of Denton, Denton County, Texas,
according to the Plat thereof recorded in Cabinet G, Page 295 of the Plat Records of Denton
County, Texas, and being more particularly described as follows:
Beginning at a 3/8" iron rod found at the northwest corner of the herein described tract and being
South 15 Degrees 02 Minutes 44 Seconds East, a distance of 1816.50 feet from a found concrete
monument at the northwest corner of said Addition at a found concrete monument;
Thence South 89 Degrees 43 Minutes 31 Seconds East, a distance of 300.00 feet to a %z" capped
iron rod set at the northeast corner of the herein described tract and said iron rod being West, 30
feet from the existing centerline of an asphalt road under apparent public use posted as SKY
LANE;
Thence South 00 Degrees 16 Minutes 29 Seconds West, a distance of 180.00 feet to a Yz" capped
iron rod set at the southeast corner of the herein described tract;
Thence North 89 Degrees 43 Minutes 31 Seconds West, a distance of 300.00 feet to a''/z" capped
iron rod set for the southwest corner of the herein described tract;
Thence North 00 Degrees 16 Minutes 29 Seconds East, a distance of 180.00 feet to the POINT
OF BEGINNING and containing 1.240 acres of land.
Page 1 of 1
CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-1 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page 1
City of Denton, Texas
By:
Nat
Titl
Dat
Attest:
Jennifer Walters, City Secretary
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By: , ° fir!^ 1
ACKNOWLEDGED AN/AGREED:
AGREED:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
General Partner
By:
hn- ann, Marfager
Date: 1 6 ' 0�j
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangarkonsent to sublease-I.af
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-2 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation; the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page 1
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
ot, '�4A
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By:G'v r
ACKNOWLEDGED AND AGR ED:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
General Partner
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangar\consent to sublease-2.rtf
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-3 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page I
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By:l'�
ACKNOWLEDGED AND AG ED:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
Date:
General Partner
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangar\consent to sublease-3rif
CONSENT TO SUBLEASE - Page 3
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-4 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
.to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page I
City of Denton, Texas
Attest:
Jefmifer Walters, City Secretary
13Y.
Aporoved as to Legai Form:
Edwin M. Snyder, City Attorney
ACKNOWLEDGED AND AGREED:
Tenant:
.4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
Date
a Texas limited liability company,
BLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangar\consent to sublease4stf
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
EXHIBIT "A" - Page Solo
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-5 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page I
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By: �� y
ACKNOWLEDGED AND AG D:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
General Partner
Vann, MAnager
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangar\consent to sublease-5.rif
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-6 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page 1
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
C
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, I—L.C.,
a Texas limited liaoj}itY compapy,
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangar\consent to sublease-6.rtf
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
EXHIBIT "A" - Page Solo
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-7 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page 1
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By:
ACKNOWLEDGED AND A REED:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vann\nine unit hangar\conscnt to sublease-Zrif
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
EXHI� BIT': - Page SOIP
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-8 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page I
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
By: + L �t—" Z)
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By:
Y
ACKNOWLEDGED AND AGREED:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
General Partner
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
vannWne unit hangar\consent to sublease-8.rtf
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
EXHIBIT "A" - Page Solo
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CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate, L.L.C.
("JVC"), as tenant (the "Ground Lease"). The interest of JVC as tenant under Ground
Lease was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
described in the Ground Lease (the "Leased Premises"). The Master Landlord hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-9 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
"Sublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall control.
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pager to follow]
CONSENT TO SUBLEASE - Page 1
City of Denton, Texas
Attest:
Jennifer Walters, City Secretary
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By: i
ACKNOWLEDGED ANDGREED:
Tenant:
4736 LOCKHEED ASSOCIATES, LTD.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
General Partndr
Subtenant:
CONSENT TO SUBLEASE - Page 2,
JVC HANGARS, L.L.C.,
a Texas limited liability company
G:\VANN\Nine Unit Hangar\Consent to Sublease-9a.rtf
CONSENT TO SUBLEASE - Page 3
EXHIBIT "A"
EXHIBIT "A" - Page Solo
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NAZH�
WHEREAS, The City of Denton, Texas (the "Master Landlord") is the sole
landlord under that certain Airport Lease Agreement - Commercial Operator dated
September 21, 2004, entered into between the Master Landlord, as landlord, and JVC
Real Estate, L.L.C. ("JVC"), as tenant (the "Ground Lease").
WHEREAS, the Ground Lease covers approximately 1.240 acres of land located
at 4736 Lockheed Lane, Denton, Texas, and being more particularly described in the
Ground Lease, attached hereto as Exhibit A and incorporated herein for all purposes.
WHEREAS, the interest of JVC as tenant under Ground Lease was assigned to
WAVOINIftrirmi
and consent of Master Landlord.
NOW THEREFORE, in consideration of the mutual covenants set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Master Landlord hereby consents to Assignor's assignment of the
Ground Lease to Petersen Hangar, LLC ("Assignee") on the following terms and
-onditions:
Assignee agrees to assume and be fully liable for the performance of each and
every term, provision, covenant, duty and obligation of Assignor under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent, This
Consent to Assignment of Subleases shall in no way release Assignee from any of its
covenants, agreements, liabilities and duties under the Ground Lease, Nothing herein
contained shall be deemed a waiver or release of any of the Master Landlord's fights
under the Ground Lease; and
Assignor shall pay to the Master Landlord a transfer fee equal to $500.00 in
connection Pith Master Landlord providing its consent to the Assigruneint of the Ground
Lease.
Assignor will pay or will have Assignee pay all ofthe Landlords' administratiV11
costs on handling and processing the assignment of the Ground Lease ftom Assignor
Assignee, including without limitation, all of Landlord's reasonable attorneys' fees a
Landlord's staff tirne associated with said assignment. 11
PREVIOUS ASSIGNMENT: Lease Assigm-nent of Commercial Operator-, Lease
at Denton Municipal Airport dated July 25, 2006 between JVC Real Estate, L.L.0 as
assignor and 4736 Lockheed Associates, Ltd. as assignee.
Page 1
�o`nsent to Assignment of Ground Lease
Attest:
Jen,ii If 6- Walters, Citycrelary
r\
1A
ApptA�ed as to t)cgal Forrn:
A t
--
By:
By: __
J(
By:
S1
4736 Lockheed Investors, L.L.C-
Us General Partner
City of Denton, Texas
.. .... ...... ... .
B y:
i. r. ......
J 6 ge Camj+ell, City Manager
e 4,
Date:
Consent to Assignment of Ground Lease Page 2
(Ground .ease)
Consent to Assignmentof Ground Lease Page 3
SAC)ur Dociii73eri,,at:.oiibacts':O4l4ii-Y)oi-t Lease IVC' 1 .2396 ncj,e,, doc
AM I -I
-10RT LEASE AGRFEMENT
C0MTV1ERC1,1%L OPER,A,rOR
This Lcase Agreernent is Tnade and executed to be effecti-vc this Twerily First day of
September, 2004 (the "Effective Date") at Denton, Texas, by and be peen the City of
Denton, Texas, a municipal corporation, hereiiiatter referred to m "Lessor", VC Real
Estate L,L.C,, hereinafter referred to as "Lessec".
WHEREAS. Lessor now owns, controls and operates the Denton Municipal Airport
(the "Airport") in the City ofDenton, County of Denton, State ofTexas; arid
WHEREAS, Lessee desires to lease certain prerrilses at the Airport and construct and
maintain an aircraft hancar arid related aviation facilities thereon;
C -
NOW, THE REFORE, for and in consideration of the prop -rises and the mutual
covenants contaiiied in this Agreei-nent, the parties agree as follows:
I Eh
NOTWITHSTANDING A-NFY LANGUAGE TO THE CONTRARY HEREINAFTER
CC) NTARNED, THE LANGUAGE IN I'_ AG JS A THROUGH D OF THIS
SECTION SHALL BE BINDING.
A. '�'rbe right to conduct aeronautical and related
activities for fornishing services to the public is granted to Lessee subject to Lessee
agreeing:
1, To furnish said services on a fair, equal and net urOustly discrirninatory basis
to all users thereof, And
2. To charge fair, reasonable and not uti-justly discriminatory prices for each unit
or service; provided, that Lessee may be allowed to make reasonable and
nondiscruranatory discounts, rebates, or other sir-nilar types of price reductions
to voluine purchasers,
B. Lessee, For itself, its personal representatives,
successors, mid assigns, as a pail of the consideration hereof does hereby
covenant and agree as a covenant rLurning with the land that:
1. No person on the grounds of race., refigiort, color, sex, or national origin shall
be excluded fianr participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of said facilities"
I In Vie construction of any improvements on, over, or under such land and the
0
fitinisbing of Services thercon, no person ori the grounds of race, refigiori,
color, sex, or national ori -Min shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to disciiminatiOfl;
1 Lessee shall use the premises in compliance With a[] other requiterneirts
imposed by or pursuant to Title 49, Code of ederal Regulations. Department
of Transportation, Subtitle A, Office ofthe Secretary, Part 21. Nondisertirm-
nation in Federally assisted programs of the Department of TrarisporLation -
Effbetual of Title VI of the Civil Rights Act of 1964, as said Regulations may
be amended,
C' Rf(_yf-ff ()P WT-M11F)i TAT Q TCT MAINT"T'Arv,"i AlW'PA-PT
taw. .1 - _ It is clearly
understood by Lessee that no ' ZD
ngla or pr[vilege has been granted which would operate to
prevent army person, firin or corporation operatnig aircraft on the Airport from performing
any services on its own aircraft with its own regular employees (Including, but not litnited
I
to, maintenance and repair.) that it rnay choose to perfortrT.
D N0NJ!XLLj,_LSB,'1 - -1. rstood and agreed that nothing herein
_ -,—R,Ijjll IT is unde
contained shall be construed to ggant or authorize the granting of an exclusive right within
themeaningof Title 49 U,S,C. Appendix 51349.
E. JBLLCL_AdU:, AS
1. Lessor reso.n7es the night to further develop or improve fl-te landing area of the
Airport as it sees fit, regardless of the desires or views of Lessee, and without
interference or bindrarice.
2. Lessor shall be obligated to Triaintain and keep in good repair the landing area
of the Airport and all publicly owned facilities of the Aiij)orl, together with the
right to direct and control all activities of Lessee in this regard,
C,
3. During time of war or national ernergenc
L_ y, Lessor shall have the right to lease
tI.ic landing area or any pail thereof to the United States Governi.rient for
military or naval use, arid, if' such lease is executed, the provisiovs of this
instrument insofar as they are inconsistent with the provisions of the lease to
the Govcniment., 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
�D t,
prevent Lessee from erecting', or permitting to be erected, any building or other
structure on or adjacent to the Airport which, I I
I � , , in the opinion of Lessor, would
jil,nit the usefulness or safety of the Airport or constitute a liazard to aircraft or
to aircraft navigation.
5. This Lease Agreement stiall be subordinate to the provisions of any existing or
future ae
u-cetrient between Lessor and the United States or agency thereof,
ATRPOT�'j IJ -ASI; A1GRFF.1N1flN`1- PV !,L('
relative to the operation or rnannteriance of the Airport,
11. LEAS11111-RIL
Lessor, for and in consideration of the covenants arid a-reorn
ents herein contained, to
be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease
f7-orn Lessor, for the lease term described in Article III, the following described land situated
in Denton County, Texas:
A. Laud. A tract of land, being approxiinately 180 feet by 300 feet, 54,000 square feet,
or 1.2396 acres, drawn and outlined on Attachnacrit "A", and legally described in
Attachment "B," such attachments benag incorporated herein by reference (the "Leased
Prernrses")
Together witla the right of ingress and egress to the Leased Premises; and the tight i1i
con-urion with others so auff
I wrized of passage upon the, Airport property generally, subject,
S
to reasonable regulations by the City of Denton arid such rights shall extend to Le, sCC 's
employees, passengers, patrons and invitees. For purposes of this a.19reenictit, the torris,
"Leased Promises" 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 easernerits 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 AgTcenlent a legal
description of the leased preirlises accurately describing the leased premises that is
acceptable to Lessor, If Lessee falls to do so. Lessor at its option may teinrinate this
Agreement, in which case it grill. have no further force and. effect. The approved legal
desenption will be attaclied to this Acrreeinerit as Attachirient "B".
R NONE: There will be no
improvements provided by Lessor, except as set Forth in Article ME, "Access to Utilities"
below.
For the purpose of dais Lease Agreement, the ten- n "Lessor improvenlents" shall meati
those thitigs on or adjacent to the Leased Premises belonging to, constructed by, or to be
constructed by the Lessor, which enhance or increase, the value or quality of the Leased
Premises. Iji-Ijess otlien,,qse rioted herein. all Lessor improvements are and tivill. remain flic
pro perry of Lessor, All Lessor intprovements must be describud in detail above, or above
ref'crenced and attached to this in an exhibit ;ipproved by Lessor.
C. On the Leased Premises, Lessee
shall construct a hangar/office colariplex totaling not less than 27,000 square feet with
taxiway access and appropriate culvert or drainage as required by 'City ordinances in the
Utility right of way south and north ofthe proposed hangar as well as other improvements as
determined necessary by City ordinances (the "Lessee"s Improvements"), Lessee shall
I
provide a rririij.nium of 7 (seven) auto parking spaces on the proposed lease p1ramises and 9
(nine additional auto parking g spaces at a -reed locations outside of the lease boundary.
1-11
Lessee's Improvements shall be cornn-ionced no later than 270 days and completed no later
than 720 days frorn the effective date of this Lease Agreement as evidenced by the issuance
of at Certificate of Occupancy (the "Construction Period").
Notwithstanding anything contained in this Lease Agreement to the contrary, a
failure to complete the ]'lessees 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 ease Lessee's rights tinder the Lease Agreement will immediately
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.
D. Lessor and Lessee by mutual a.,Veem.ent may establish, on the
Leased Prernises, casements for public access on roads and taxiways.
E. ALXTSE._JD(,J;'IILI= Lessor rcpreserits that there are water, sewer and 3-
phase electricity lines within close proxinaity to the Leased Premises available to "tap -in" by
Lessee, and that the saute are sufficient for usual and castornaly service on the Leased.
Prernj ses.
The iel-rrl of thus [_,case Agrcerri,ent shl-ili be for a I)eriod of thlriy (30) years, corn-
inencirig on flirt 21st day of Septen-d:)cr, 2004 and con'(iniiiij- fhrokrg) the 20"' day of
September of 2034, unless earlier terminated under the provisions of the Lease Agreement
(the "Lease Term"), Any attempt by Lessee to renegotiate this Lease AgoTecirient shall be in
writing addressed to the City Manager or his designee at least one hundred eighty (180)
days before the expiration of the Lease Tertia. and at least 180 days before the expiration of
any additional renegotiated period, Lessee has the option to renew for t\7,,,o (2) additional ten
(10) year terms. The rental and tffrrns to be negotiated shall be reasonable and consistent
with the then value, rentals and terms of similar property on the Airport.
AIR PO MY L; ASEA(d 1 FNIFINF ' JVI' 1 1k,' -
-1 I'LL 1, , , 1, , I-
Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement,
the 110110,�Aling payments, rentals and fees:
A. LANLUIEXIAL shall be dae and payable in the sari of $0,12 per square foot or
$6,480 per year (the "Original Keret"`), payable in twelve (12) equal monthly installinents, in
the sung of Five Hundred and Forty Dollars and no cents ($540,00) in advance, on or before
the 1st day of each and every month during the terin of this Lease Agreenient, Lessee has
the option to pay annual rentals and fees in whole on or before the I st day of October, at the
beginning of the City's fiscal year, each and every year of dais Lease Agreement,
Notwithstanding the foregoing the annual lease rental will be reduced by the current lease
0��
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 Article 11. (D).
B, 1� f NONE: There are no Lessor
improvements oil the Leased Premises.
C, IT l' .,° 1-1\1—f-),-').LL,"�LM.-E?�]:S. All payments due Lessor ftorn Lessee
shall be made to Lessor at the offices of the FIriance Department of the City of Denton,
Cus(orner Service Division, 601 West F
fickory, Denton. Texas, unless othenvise desiSpated
in writing by the Lessor. If payi-nents are not received on or b(.-,J'oie flic 15"' day of the
1110rith, a five percent (5%) penalty will be due as of the 16th. If payments are not received
by the first of the subsequent month, aia additional penalty of one percent (I %) ofthe unpaid
rental/fee arnount will be duc. A one percent (1%) charge will be added oil the first of each
subsequent month until the unpaid rerital/fee payment is r. -made, The Original Rent for the
Leased Prerruses shall be readjusted at the end of each one year period during the Lease
Terin on the basis of the proportion that the then current United States Consumer Price
hidex for all urban consumers (M-1-)) for the Dallas -Fort Worth Bureau of Labor Statistics
bears to the previous odd month 2604 index, which was,___.179.1 (1982-84 = 100), Each.
rental adjustment, if any, shall occur on the 1st day of October, beginning 2006, and every
other year thereafter an such date,
The adjustments in the yearly rent shall be determined by multiplying the Original
Rent by a fi-action, the numerator of which is the index number for the last month prior to
the adjustiarent, and the denomiliator of which is the index; number applicable at the
execullon. of this Lease Agreement, If the product of this multiplication is greater than
the Original Rent, Lessee shall pay this (YT,cater amount as the yearly rent until the three of'
the next rental ad ' justnient as called for in this section. if tire: 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 tirne of the next rental.
adjustment as called for in this section. In no event shall any rental adjustment called for
in this section result ire an annual rent less than time, previous year's anTlUal Tent. The
adjustment shall be limited so that the annual rental payment detenriffied for any given
two-year period shall not exceed the annual rental payment calculated for the previous
M adjustment by more than twenty percent (20%) percent.
If the consumer price index for all urban consurners (CPI-T-T)f(.)r the Dallas -Fort
Worth geographical region, as cornpilod by the t1.S. Department of Labor., Bureau of Labor-
Statistics,
aborStatistics, is discontinued during the Lease Term, the remaining rental adjustments called
f'or in this section shall be inade using the forrnula set forth above, but by substituting tyre
index muribers for the Consumer Price Index -Seasonally Adjusted -U.S. City Average For
All [ten -is For All Urban Consurners (CPI -U) for the index iiuinbers for the CPI -U
applicable to the Dailas-Fort Worth geographical I -- graphical region, If both the CPI -LJ for the Dallas -
Fort Worth geographical region and the I i.S, City Average are discontinued during the
Lease 'ferni, the remaining rental adjustments called for in this section shall be madc using
the statistics of Lbe Bureau cif Labor Statistics of the Unned States Department of Labor that
are most nearly comparable to the CPf-U applicable to the Dallas -Fon \Vorth geographical
region. If the Bureau of"Labor Statistics of the United States Departtylent of Labor ceases to
exist or ceases to publish statistics concerning the purchasing power of the consurrier dollar
during the Lease Meier., enn, the remaining rental arjusttuents called for In this section shall be
n-rado using the most nearly comparable statistics published by a recognized financial
authority selected by Lessor.
V. R
A. LiSELessee, isI
ggranted the non-eXCIUSiVC prig I lege cy
-,C to
engage owner/operator activities providing the f'ollowing aviation services:
Lessee is granted the tori -exclusive right to renthaugar
space.
Lessee is granted the non-exclusive rig -11 -it to rent office
space.
3, J-ik:.,r Lessee is granted the iron -exclusive right to charge for tie -
down services ori Lessee's property.
Lessee, its tenants, employees, invitees and guests shall riot be arith,onzed to conduct
any services not specifically listed in this Lease Agreerrierri. The use of the Leased Premises
by Lessee, its tenants, employees, invitees or guests shall be limited to orily those private,
coininercial, retail or industrial activities having to do with or related to airports and avia-
tion, No person, business or corporation may operite a commercial, retail or industrial
business upon the Leased Premises or upon the Airport without a lease or license from
Lessor authorizing such corninercial, retail or industrial activity. 'Elie Lessor shall riot
wireasonably withhold authorization to conduct aeronautical or related services,
B. S1AjNDAJ Lessee shall meet or exceed the following standards:
1. - s- Lessee shall file with the Airport Manager and keep current its
mailing addresses, telephone numbers and contacts where it earl be reached ill
AIRPOM L,R�`fir' ACIRIFFNIEN"! JVC LH7
2. List- Lessee shall file with the Airport Mana-er and keel) current a list of its
0
teriants and sublessees.
3. Loi-u—hmi. Lessee shall contractually require its ernployces and sublessees (and
sublessce's nivitees) to abide by the ternis of this I -ease Aqrceinent, Lessee
shall promptly enforce its cantractual nights in the event of a default of such
coverrants.
4. Lessee shall inect all expenses and payinclits in
connection with the use of the Leased Premises and the rights and privileges
herein granted, 'including the timely paytrient of utilities, taxes,, permit fees,
license fees and assessments lawfully levied or assessed.
S. Lam -7s. Lessee shall comply wit] -.i all current and future fiederal, state and local
laws, rules and regulations which may apply to the conduct of business
contemplated, including rules, regulations and ordinances promulgated by
I
Lessor, and. Lessee shall keep in effect and post in a prominent place all
necessary and/or required licenses or permits,
6, a Lessee shall be responsible for the niairiteriance,
repair and upkeep of all properly, buildinas, structures arid improvements,
including the mowing or elimination of grass and other vegetation on the
Leased Premises, and shall keep the Leased Premises near, clean and in
respectable condition, free frorn arty objp-ctional mattar or thing, including
trash or debris. Lessee agrees not to utilize or perrnit others to utilize CITC.Iis on
the Leased Premises -which are located on the outside of arty hangar or-
building
rbuilding for the storage of wrecked or permanently disabled aircraft, aircraft
parts, auton.-iobiles, vehicles of any t3j)c4 or any other equipment or items
which would distract from the appearance of the leased premises. Lessee
agrees that at no t1ine shall the Leased Prernises be used for a flea m-arket type
sales operation,
7. f g
aj[jjjrtpv. During the Lease Tenn of this Lease Agreement and
dirrimy each extension, Lessor shall have the right to require, not rnore 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
harilgar(s) or building(s) are to be painted., if needed.) Lessee small complete
the parriting in accordance with such specifications within one (1) year of
receipt of notice from Lessor. Lessee agrees to pay all costs arid expense
involved in the hangar or building painting process. Failure of Lessee to
complete. the painting required by Lessor, within the one (I ) year period shall
constitute Lessee's default under this Lease Agreement.
MFUORI Page
S. I italithnr±z. rl r._.�vk I t.,lrper.Ll?cs r Lessee may not use any of the :C -eased
Premises for any use not authorized herein unless Lessor gives Lessee, prier
written approval of such additional use, Without linaiting the foregoing the
Leased 11remises shall not be used for the operation of a motel, hotel,
restaurant, private: club or bar, apartment hoose, storage of recreational.
vehicles, automobiles, or mine vehicles, or for industrial, corrnnriercial, retail,
or` other purposes, except as authorized herein,
9. L It is expressly understood and agreed that no dwelling or domicile
may be built, moved to or established on or within the. Leased Premises not,
may lessee, its tenants, employees, invitees, or guests be permitted to reside or
remain as a resident on or within the Leased Pren-ises or other Airport
premises. Lessee may have a pilot lounge, including restroom and shower
facilities for use by flight crew and passengers.
10. t,_ .o.s,mss , Lessee shall quit possession of the. Leased Premises at tine
end of the Lease Term or any renewal or extension thereof, or upon
cancellation or ternunation of the Lease Agreement, and deliver rip the Lease
Premises to Lessor in as good condition as existed 't hen possession was takers
by Lessee, reascaiable wear and tear- excepted.
11. JLu1=lt,,,. Lessee rnust indemnify, bold harmless and defend the Lessor; its
officers, agents and employees, fi.-oar and against liability for any and all
claims, hears, sprits, demands rind/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 coasts, oc:casion.ed
by or incidental to the Lessee's occupancy or use of the Leased Premises or
the Airport and/or activities conducted in con-nection with or incidental to this
Lease Agreement, including all such causes of actiorn based on common,
constitutional or statutory law, or based in whole or in, part upon the negligent
or intentional acts or or.7rissioans 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 reAsponsibte for
the negligence or intentional acts or oinissions of the Lessee, its officers,
agents, employees, agents, customers, visitors and other persons. `C he Lessor
shall assume no responsibility or liability for Karan, injury, or any damaging
events which are directly or indirectly attributable to prenjise defects, Whether
real or alleged., which may now exist or which may hereafter arise ripen the
Leased Premises, responsibility for all such defects beiria expressly assumed
by the Lessee. The Lessee agrees that this indemnity provision applies to all
clamis, suits, dennands, and actions arising fir-orn all premise defects or
conlitions.
AMYOR'f t LASE AGREEMENT JVC LLC' - Page 8
III-E-LE-E S () ,R A
--LESSEi . . —INIJE MENIE.,Y
"UNI 'i LE, I. E
E
J Iq A N 111,11 --J-E-I`ASE�
OF JIIE INJUR, EIL OR 1) A M AG L
N \�,I L,i L�iAINDINI'Li— "1'1-11 F F, K
................
SENI NCES--JJJj,S,_TNI - D I-I"NI J .APE
AN CLAIM-11E,S, NEt.
INIIJ11) Li -EAJJJ---fX -DAM —L\LE--RES=S
(T)NITR, ILOECiLN
hLINE
IF'RSON OR P\ji-n!
12. Qicmical-s-. Lessee agrees to properly store, collect arid dispose of all
chemicals atad 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
goveming the storage, handling or disposal. of such cl-,iernicals and paints.
Further, the Lessee shall be solely responsible for all discharges, whether
accidental or intentional, of any chernical and for the costs associated with the
cleanup, remediation and disposal of said chernicals.
13, 1 1 '1
Should Lessee violate any law, rule, restriction or
regulation of the City of Denton or the Feder -at 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
ID n
navigation, obstructions to visibility or interference with any aircraft navigational.
aid station or device, 'whether airborne or on the ground., then Lessor shall state
such -violation in writing and deliver -,N,iitteii notice to Lessee or Lessee's agent on
the Leased Prerialses, or to the person(s) ori the Leased Premises who ere causing
said violation(s), and upon defiveiy of` such written notice, Lessor shall have the
rl,glit Io demand that the persori(s) responsible for the ViOhuiOrl(s) cease and desist
fron-i all such activity creating the violatiori(s), In. such event, Lessor shall have the
right to demand that corrective action, as required, be conu-nenced immediately to
restore the Leased Premises into confon-nance 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 frorn said
violation(s) and to H-urnediately corrinienec correcting the, violation(s), and to
complete said corrections within twenty -.four (24) hours f.ollowing written
notilication, then Lessor shall have the ri,,zht 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 itiaterial. default by Lessee authorizing Lessor, at its sole
1�
AT�zr,oRT
option and discretion, io inarnediately terminate and cancel t1his Lease Agarcornent,
C. SifLNL. No signs, posters, or other similar devices ("Sigmage") shall he placed on
L_
the exterior of the Lease Improvements or on ai.iy portion of the Leased Prenilses or Airport
property svitho Lit the prior written approval of Lessor. Lessee, at its sole expense, shall be
responsible for the creation, installation and niaintenance of all such Sigliage. Lessee. Shall
1--)a-v to Lessor any and all damages, injuries, or repairs resulting ftoin the installation,
maintenance or repair of ajay such Signage. Any Sigriap placed on the Leased Promises
shall be maintained at all times in a safe,, neat, sightly arid pod physical condition. All
signage shall be removed from the Leased Preirrises by Lessce immcdiately upon receipt of
instructions for removal of saine frorn Lessor, including without limitation, upon expiration
or tormhiation ofthis Lease Affeen-iont. If Lessee falls to renaQve the Signage then Lessor
riay do so at the sole cost and expense of Lessee. Lessee shall be pern-litted the right to
place two wall signs, no greater than thirty-W-ro square feet each, identifying the corrunercial
signage barigar operation. All sip shall comply with all applicable ordinances including the
L�
City of Deriton sign ordinance,"
.D. ENTRY. Lessor and its designices shall have the right to enter the Leased
Prciru'SCS UP011 reasonable advance notice (written or oral) and at any reasonable tinics for
the purposes of inspecting the Leased Promises, performing any work -vhlcli Lessor elects
to perf6rin under this Lease Agreement, and exhibiting the Leased Premises for sale,
lease, or inortgape. Nothing in this section shall any imply duty upon Lessor to do any
I Y
work, which under any other provision of this Lease Agreement Lessee is require(] to
perform., arid any performance by Lessor shall not constitute a,�vaiver of Lessee's def',rult.
Irl.
Lessor hereby agr-ees as follows;
A. Upon on payment of all, rent, fees, and performance
Of the, COVeDaruS 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,
.CTS I"L
Lessor warrants and represents that in the establishment,
construction arid operation of the Airport, that Lessor has heretofore and at this tunic: ].a
coniplying with all existing rules, regUlAtions, and eniteria distributed by flie Federal
Aviation Administration, or any other governmental authority relating to and including
but
riot limited to, noise atialorrient,, air rights and easements over ad loluilil- and contiguous
areas, over -flight in landing or takeoff, to the end that Lessee will riot be legally liable for
ariv action of' trespass or similar MUSC Of action by virtire of any acnial operations of
adjornui-g, property in the course of norinal take -off and landing procedures fi-om the
Airport; Lessor further warrants and represents that at all trures during the Lease Tenn, or
aiv reriewal or extension of same., that it will continue to comply with the foregoing.
Page
It is expressly understood and agreed by and between Lessor, and Lessee that this
Lease Agree
g nient is subject to the following special terms and. conditions.
RiJ N, A N D fVV000)
Because of the present. twenty thousand (20,
pound continuous use weight bearing capacity of the taxiway of Lockheed, Lessee herein
agrees to Hatit all aeronautical activity including landing, talce-off and taxiing, to aircraft
haN,Ing an actual weight, rricludnig the weight of its 'Fuel, of twenty thousand (20,000)
pounds or less, until such tirrit that the runway and designated taxiways on the Airport have
beer), irriproved to handle aircraft of such excessive weights, It is further agreed that, based
on qualified enginecrin—g, studies, the weight restrictions and provisions of this clause may be
actiusted, up or down, and that Lessee agrees to abide by any such changes or revisions as
such studies inay dictate. "Aeronautical activity" refcn-ed to in this clause shall include any
activity of the Lessee or its agents or subcontractors, and its customers and invitees, but
I
shall not include those act'vh nies over which has no solicitory part or control, such as an
unsolicited or unscheduled or emergency lauding. A pattern of violating the provisions of
this section on two or more occasions shall be sufficient to cause the immediate termination
of tbis entire Lease Agreement and sulject Lessee to liability for any damages to the Airport
that might result.
VI[I. LE-,_D_iN_,,UE_0UV JINME N'll-AS,
improvements
A. Before comnieDr, u- the Construction ot'any i
on the Leased Prernises including Lessee's Improvements (the "Lease Improvernents"),
Lessee shall submit:
Documentation, spearfications, or design work, to be approved by the Lessor,
which shall establish that the irnprovainents to be built or constructed upon the
Leased Prernises are in conformance with. the overall size, Shape, color, quality
and design, in appearance and structure of the pro.grain establislied by Lessor
on the Airport.
1 All. plans and specification,, showing the location. upon the Leased Premises of
the proposed construction and improvements,
3. The estimated cost of such construction.
No construction may corru-nence until Lessor has approved the plans and
specifications and the location of the Lease hriproveinents, and the estirnated costs of such
construction. Approval by the Lessor shall not be unreasonatfly withheld. Documentary
evidence ofthe actual cost of construction on public areas only (such as taxiways) shall be
delivered by Lessee to Lessor's City Manager fi-oni titare to time as such costs are paid by
Lessee, and Lessor's City Manager or designee is hereby autborized to endorse upon a copy
AJRPORFLEASI.,' MiREEME'NI JVC: LLC -- PHa�c; 'I
of this Lease Agreerrient filed with the City Secretary of Lessor such actual amounts as be
shall have found to have been paid by Lessee, and the findinIgs of the City Manager when
endorsed by lum upou said contract shall be conclusive upon all parties for all purposes of
this Lease Agreement,
No later than 30 days after corripletion of flic Lease Improvements, Lessee shall
submit to Lessor detailed as built. plans of the Lease Improverrients, and documentary
evidorice accq-)table to Lessor evidencing the total cost to construct the Lease Inaprovement . s
I
("Cost to Consti-tict Lease firiprovernents").
L3. A L)J--)s 1 ) N,' =--Si: Lessee is hereby
authorized to construct apon the Leased Pren-lises, 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 VID..A., above. Such additional
huprovcnacrits shall be a part of the Lease Improvements.
C. Except as otherwise provided in this
Lease Agreement, the Lease Iniproverrients constructed UPOD the Leased Premises by
Lessee shall remain the property of Lessee during, th.c Lease Term subject to the following
conditions, terms and provisions:
No buildinIg or permanent fixture may be removed
frons the Leased Premises.
2. Ass urriplusia. The Lease -finproveirients 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.
I EaAUL The Lease Improvenlents shall
inuriediately become the property of Lessor at no cost, expense, or
compensation to Lessee should Lessee fail to complete the Lessee's
Irnproveirients withIn the Construction Period as provided in. Section l].0 of
this Lease Ag
�rcenierit.
4. Should this Lease Agreement be cancelled or
terminated before the end of the Lease Tenri, or extension thereof Lessor shall
have the right to Purchase all of the Lease Iniprove.incrits. In the event of a
cancellation or terrynnation, other fl -ten 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 deteTTirined by the Denton County
Central kppralsal 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
Appi-sisal District not determine a separate value for the Lease Improvements
then the Purchase Price will be dotermined taking the Cost to Construct the
MRTORI LEASILL AGREENIF-IN"I JVCI LAIC� ", -,ago, '�2
!,ease Improverneirts reduced by 1/30 for each year tire, 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 tyre Purchase Price as deterrillned above shall
be reduced by 50%,
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 I'
-essce's obligations to
said mortgagee, have the right to enter upon the Leased Prernises and operate or manage
said hangar, structure, building or improvement according to the terms of this Lease
Agrecrient, for a period not to exceed the term of the mortgage with Lessee, or until the
loan is paid in full, whichever cornes first. but in no event longer than the Lease Terim It
is expressly understood and agreed that the right of the rnortgagee referred to herein is
limited and restricted to those improvements constructed with funds borrowed frorn
mortgagee, those inaprovenients purchased with the borrowed funds, and those
irtiprovcnients pledged to secure the refirianeing of the improvements.
K JUG -1 -Cf -CIE EAS,,))))
IENT
Lessor shall. have the right to establish casements, at no cost to Lessee, upon, the
Leased Premises for the purpose of providing underground utility services to, front or
across the Airport property or for the construction of' public facilities on the Airport.
lfo�vever, any such casements shall riot interfere with Lessee's rise of the Leased Premises
and Lessor shall restore the property to the original condition as is reasonable practicable
upon the installation of an -V utility services on, in, over or under any such easernent at the
conclusion of such constructi . on. Construction in or at the casement shall be corripleted
within a reasonable time,
XL A-SSl—GXPNiE-NIJLQEI-
Lessee expressly covemint-c that it will not assigri this Lease Agreement, convey rnore
than fifty percent (50%) of the interest in its busirless, through the sale of stock or otherwise,
transfer, license, nor sublet the whole or any part of the Leased Prerriises for any purpose,
except for rental ofbangyar space or tie -down space flor storage of aircraft only, without the
N)"ritten consent of Lessor, Lessor agr.ces that it will not urrre!etson ably withhold its approval
ofsucla sale, sublease, Irarisfer, license, or assignment of the facilities for Airport related
p-Liq)oses; provided however., that no such assigni-nent, sublease, transter, 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 ternis of this lease, for such portion
of the Leased Prernises proposed to be assigned, subleased, transferred, licensed, or
()'ill ' erwise. The provisions of fl-jis Lease Agjeernent shall rerriain binding upon the
assign es, if air),, ofLessee.
A. RLI-ILt �U' iplated under this
: Regardless of the activities conten,
Lease Agreement, Lessee shall rnaintain continuously in effiect at all times during the tert-11
of this acireement, at Lessee's sole expense, the following rnini-nium insurance coverages:
Commercial (Public,) General Liability covering the Lessee or its company, its
employees, agents, tenatits and independut contractors, and its operations on the
airport. Coverage shall be in an arnount not less than $1,000,000 per occurrence
and provide coverage for pi ennses/operations and contractual liability AND where
exposure exists, coverage for: products/Completed operation
and underground property damage, s; explosion., collapse
g
I 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 agreenient or erected by the
Lessee subsequent to this agreenient, tJiiderriocir-cumstai-icessl-.ialltlicLessoi-be
liable for may damages to fixtures, merchandise or other personal property of the
Lessee or its tenants.
3. Business Automobile Liability to include coverage for ONvned/Leased Autos, Non -
Owned Autos and Hired Cars:
For operation in aircraft rnovernent areas the limit of liability shall be $100,000
par occurrence,
For other operations the limit of liability shall be consisteii.t with the amount set
by State Law.
13- 1�,1, 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 — (ornprehensive Commercial (Public)
General Liability shall include coverage or separate coverage shall be provided for
Environi-nei.ital Impairment Liability.
2. Aircraft Sales or A.Ircraft Charter and Air Taxi — Aircraft Liability in the amount of
$1.000,000 Per OCCUITMICC 10 include Hull Coverage and Liability. In addition.
Passenger Liability in ari arnount of $100,000
Icer person (per Passenger seat) shall
be provided,
Aircraft Rental or -,[,-light Training - Aircraft Liability in the amount of $1,000,000
per occurrence to include Hull Coverage and Liability, Passenger Liability in the
of'$l00J)('K) per person (per seat) acid Student/R.criter Liability
usersTi ' die ;writ of S500,01'10 per occul ... ence,
I
4. Specialized Commercial Flying (including crop dusting, seeding, and spraying.
banner towing and aerial advertising, aerial photol-rapby and surveying, tire
fighting, power line or pipe line patrol) - Aircraft Liability in the arnount of
$1,000,000 per occurrence to include Hull Coverage and Liability, In addition,
i
Passenger Liability
Passenger . n an arnount of S 1. 00,000 per person (per passenger seat)
shall be provided.
5. Aircraft Storage, Malutenance and/or Rcpalir - Aircraft Liability in the amount of
$1,00MOO Pff OCCUITC11Ce to include Hull Coverage and Liability. In addition,
I-langer Keepers Liability in the arnount of $500,000 per occurrence shall be
provided, This requirement shall not apply to individual owiler/operafors who
provide minimal incidental aircraft storage with or without a fee.
C. CONIFibAC All insurance coverages shall comply Frith the
following recluirernents:
I. All liability policies shall riat-ne the City of Denton, and its officers and employees
as an additional named insured and provide for a rniniinurn of 30 da -vs written
notice to the City of any caticellation or material change to the policy,
2, All insurance required by this Lease Agreement rriust be issued by 21. 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 Disk N4anagerrient for their adequacy as to content,
form of protection and providing company.
I Required insurance naming the City as an additional insured must be prmiiary
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 lirnit 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 mininnin), specified amounts or
types of insurance as required by Lessor shall constitute Lessee's default of this
Lease Agreement.
I
5. During the Lease Terra, or any extension thereof, Lessor herein reserves the fight
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 requirernents as
may be required by Lessor; provided however, that any requirernents shall be
corryinensurate with insurance requirements at other public use airports similar to
the Denton Municipal Airport in size and in scope of aviation activities, located III
the southwestern region of the United States.
AIRPOR-1 Y..I]ASu AGIREENIHIN-11, JVC- '5
In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in
bankruptcy shall be instituted agairist 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
perforrri, keep and observe any of the teriTis, covenants, or conditions heroin contained, or
on its pact to be perlbrnred, the Lessor nray give Lessee wn'tte.1.1 notice to correct such
condition or cure such default and, if any condition or default stiall continue for thirty (30)
days after the receipt of such notice by Lessee, then Lessor may tertinirate this Lease
Agreement by N"fritten notice to Lessee. In the event of' default, Lessor has the riFght to
purchase any or all of the Lease Irnproverrients under the provisions of Section VTH.C.4,
hereof'.
XIVCAM"ELLId 13 1�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 ficillowing events: (1) issuance by any court of competentiuris-
diction of a permanent injunction in. any way preventing or restraining the use of the Airport
or any pail thereof for airport purposes; (2) the breach by Lessor of cuiy cif the covenants or
agreements contained hercin and the failure of Lessor to remedy such breach for a period of
I'littety (90) days after receipt of a written notice of the existence of such breach; (3) the
inability of Lessee to rise the Lease Premises and facilities continuing for a longer period
than ninety (90) days due to arry Jaw or any order, rule or regulation of any appropriate
governtriental authority having jurisdiction over the operations of Lessor or due to vfar,
earthquake or other casualty; or (4) the assumption or recapture by the United States
Government, or any autho 'zed agency thereof,
n of the maintenance and operation of said
airport and facilities or any substantial part or parts thereof.
Ulpon the happening ofany of the four events listed in the preceding paragraph, such
that the Leased Promises caritiot be used for aviation purposes, then the Lessee May cancel
this Lease Aggreerrient as af'oresai'd, or inay elect to continue this Lease Agyrearnerit under its
tennis, except, hoivever, that the use of the Leased Premises shall not belinnited to aviation
purposes, their use being only limited by such laws and ordinances as may be applicable at
that time.
WPlit')1"is—liffills
A_ LSI :11[ "E_&k_iR7
11_, J-- EMENT. This Lease Agreement constitutes the entire
understanding between the parties and as of its Etfiective Date supersedes all prior or
independent Agreements bet,,Nreen ttic parties covering tire subject triatter hereof. Any
charige or modification hereof shall be in writing signied by both parties.
B, Bj E-ME'C11. All covenants, stipulations and agreements herein shall
AIRPO'RI Lr SH O, -M UTIMENTAV UC
extend to, kind and inure to the benefit of the lega; representatives, successors and a, -;sip -,Is
of Clic respective parties hereto.
C.' AI LD. if a provision bereof`shall be finally declared void or illegal by
any court or administrative agency having jurisdiction, the entire Lease Adreernent shall riot
be void; bort the remaining provisions shall continuee in effect as ricarly as possible in
accordance with. the original intent ofthe. parties.
D. Nff= Any notice given by one party to the other in Connection with this
Lease Agreunlent shall be in writing and shall be sent by certified mail, rettrm receipt
requested, with postage fees prepaid or via facsimile as follows:
L 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:
JVC Real Estate L.L.C.
John A. Vann, Ph,D, President
1424 Cables Court
Plano, Texas 75075
Phone (972) 599-9550
Fax No. (972) 964-1928
E. HEAMNfLS. The headings used in this Lease Agreement are intended for
convenience of rei.'erence only and do not define or lirrait the scope or meaning of` any
provision of this Agreement,F. GO -ATN' L -ATN' i_C � 4�',1x� 1 l .:Vl!NliE. This Lease At reezrient is to be cozistrued in
accordance with the laws of the State oFfexas and is fully perfbirniable in Denton County,
Texas. Exclusive venue for any lawsuit to enforce the terms or conditions of this Lease
Agreement shall be a conn of`cornpctent Jurisdiction in Denton County, `Texas.
Cl. 7 E , 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.
II. During all tunes that this Lease Agreernent is in effect, the parties
agree that. Lessee is and shad not be deemed an agent or employee of the :Lessor.
ire«�T�� STEAG���.r�:..:N .��! r�LC - :,. e �7
I R4 WIT NEESS WHEREGF, the parties have executed this Lease Agreement as of the
Effective Date first above written.
CITY OF DENTON, TEXAS, LESSOR
AT TE S T:
JENNIFER WALTERS, CITY SIC TA:
APPROVED AS TO LEGAL FORM
HERBERT L. PROUTY, (111. I'V ATTORNEY
BY
.. . ............ . .
MICHAEL A. N DJD F Y P�i I'R
JVC Real Estate, L.L.C,
m
AIIUC)R'1'1.1,,ASE AGr�tEEN4FNI'J'CLU-' - Page 18
THE STATE OF TEXAS
COUNTY OF DENTON
a-, L�L
This instrument was acknowledged before me on the 2�1—'day of �� I /"'' �;Zl 2004, by
Michael A, Concluff, City Manager of the City of Denton, Texas, on behalf of said
municipality.
IANE E, RICHARDS'ON
Notary Public, State ol 1c 0s
M-01nmission
�
June 27, 2005
THE STATE OF TEXAS §
COUNTY OF DENTON
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N(PI ARY PUBLIC, STATE OF TEXAS
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ASSIGNMENT OF SUBLEASES
THIS ASSIGNMENT OF SUB -LEASES ("Assignment") is executed and entered
into by and between JVC Hangars, L.L.C, a Texas limited liability company ("Assignor")
and Petersen Hangar, LLC, a Texas limited liability company, ("Assignee"), Assignor
and Assignee are collectively referred to herein as the "Parties" and individually as a
"Party."
WHEREAS, 4736 Lockheed Associates, Ltd., a Texas limited partnership
("LAU-) is the owner- ofthe lessee's interest in, to and created by that certain Airport
Lease Agreement -Commercial Operator (the "Ground Lease") dated effective as of
September 21, 2004, by and among the City of Denton, Texas, as lessor (hereafter
"Master Landlord"), and JVC Real Estate, L.L.C., as lessee, as assigned to LAL by that
certain Lease Assignment dated July 25, 2006, leasing and demising that certain lot, tract
or parcel of land together with improvements thereon and rights and appurtenances
belonging thereto (the "Property") described in the Ground Lease (tile "Leased
Premises"), -
WHEREAS, contemporaneously with the execution of this Assignment, LAL has
assigned the Ground Lease to Assignee by that certain Assignment and Assumption of
Airport Lease Agreement — Commercial Operator, dated as of the date hereof ("Ground
Lease Assignment")-,
WHEREAS, LAL subleased portions of the Leased Premises known as Unit 1,
Unit 2, Unit 3, Unit 4, Unit 5, Unit 6, Unit 7, Unit 8 and Unit 9 (each a "Unit" and
collectively the "Subleased Premises"), being depicted oil Exhibit "A" attached hereto, to
Assignor pursuant to nine separate Sublease Agreements (one for each Unit). each dated
July 25, 2006 between LAL and Assignor (each a "Unit Sublease" and collectively the
"Subleases"), with the approval and consent of Master Landlord.
WHEREAS, Assignor has leased each Unit to various third party renters as set
forth in Exhibit B, attached hereto and incorporated herein (collectively referred to as the
"Third -party Rental Agreements").
WHEREAS, Assignor desires to assign and transfer to Assignee all of the lights
and benefits of Assignor in arid to the Subleases and the Third Party Rental Agreetrients
upon the terms hereafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for of good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties hereto agree as follows. -
Assignor does hereby ASSIGN, TRANSFER, SET OVER, CONVEY and
DELIVER unto Assignee, its heirs, legal representatives, successors and assia] , sA
gn I (
the tights, powers, privileges and interests of Assignor in and to each Unit Sublease and
each Third -party Rental Agreement.
_A_Ssigmnent of Subleases—---- Page 1
Assignment of Subleases Page 2
Assignor hereby represents and warrants to Assignee as of the execution of this
Assignment that Assignor is not in default in the perfortriance of any obligation oil its
part under any Unit Sublease or Third - arty Rental Agreement and to the best of its
knowledge, there exists no event or condition, which with the passage of time, the giving
of notice or both would constitute an event of default, or would otherwise create any right
to terminate either a Unit Sublease(s) or a Third -party Rental Agreement(s).
After the date hereof, LAL and Assignor hereby agree, jointly and severally to
indemnify Assignee and its affiliates, managers, officers, directors, employees, agents,
representatives, successors and permitted assigns (collectively, the "Assignee
Indemnified Parties") and save and hold each of them harmless against, and pay on
behalf of or reimburse the Assignee Indemnified Parties as and when incurred for, any
loss, liability, action, cause of action, cost, damage, tax or expense, whether or not arising
out aft ird party claims, including interest, penalties, reasonable attorneys',. consultants'
and experts' fees and expenses and all amounts paid in investigation, defense or
settlement of any of the foregoing (collectively, "Losses", and each a "Loss"), which any
Assignee Indemnified Party may suffer, sustain or become subject to, as a result of, in
connection with, relating, or by virtue of (a) any breach or inaccuracy of any
representation or warranty ofL or Assignor under this Assignment or (b) any claims
made by any current or former tenant of Assignor under the Third -party Rental
Agreements, but only to the extent arising frorn facts or circumstances occurring on or
prior to the date hereof.
No modification, waiver, amendment, discharge, change or termination of this
Assignment shall be valid unless the same is in writing and signed by the Party or Parties
against which the enforcement of such modification, waiver, amendment, discharge,
change or tennination is or may be sought, No single or partial exercise of any right or
power, or any abandonment of steps to enforce such right or power, shall preclude ally
further exercise thereof or the exercise of any other right or power. The waiver by ally
Party hereto of a breach of any to or provision hereof shall not be construed as a
waiver of any subsequent breach.
The provisions of this Assignment shall be binding upon, and shall inure to the
benefit of, each of the Parties hereto and to their respective successors, transferees and
assigns.
This Assiginnerit shall be governed by the laws of the State of Texas without
regard to principles of conflicts of laws.
This Assignment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, and such counterparts
together constitute one instrurnent-
(Signature Page to Follow)
Assignment of Subleases Page 3
EXECUTED on this day of September, 2015.
•
JVC Hangars, L.L.C.
A 'Y,j�,Nas limited liability company
0
Jolie Vann, manager
M
11C1CrSCn'+1dV,ar, LLC
A Texas limited liability C dill
By� - ------
� -1 1,� ' Petersen,a Pin ager
CONS[�N14' 011' 1-1.1'.SSOR
4736 LOCKHEED ASSOCIATES, LTD., the Lessor under each Unit Sublease,
pursuant to Section 10 .2, provides this written consent to the transfer and assignment of each
Unit Sublease set forth herein to Assignee.
Yy: 4736 LOCKHEED INVESTORS,
a Texas limited liability company,
General Partner
Assignment of Subleases Page 4
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1dp A, Lewisville,TX 75057, 214 543.3254]
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Assignment of Subleases _W..Pa-e
WHEREAS, The City of Denton, as (the "Master Landlord") is the sole landlord
under that certain Airport Lease Agreement — Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate,
tenant (the "Ground Lease"),
WHEREAS, the Ground Lease covers approximately 1.240 acres of land located at 4736
Lockheed Lane, Denton, Texas, and being more particularly described in the Ground Lease (the
"Leased Premises").
WHEREAS, the interest of JVC as tenant under Ground Lease was assigned to 4736
Lockheed Associates, Ltd. ("LAL") on or about July 25, 2006 (the "LAL Assignment") with the
approval and consent of Master Landlord.
WHEREAS, the interest of LAL under the Ground Lease and LAL Assignment was
assigned to Petersen Hangar, LLC, a Texas limited liability company ("Assignee") of even date
herewith (the "Petersen Hangar Assignment").
NOW THEREFORE, in consideration of the mutual covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Master Landlord hereby consents to Assignor's assignment of the Subleases to
Assignee on the following terms and conditions:
Assignee's use and occupancy of the Subleased Premises shall be subject to all of the
terms and conditions of the Ground Lease and in the event of any conflict between the terms of
the Ground Lease and the terms of any Unit Sublease, the terms of the Ground Lease shall
control; and
. ........... ........... .......
C ", onsent to Assignment of Subleases Page 1
Assignor shall pay to the Master Landlord a transfer fee equal to $250.00 in connection
with Master Landlord providing its consent to the Assignment of Subleases.
City of Denton, Texas,
By:
(i,corge Campbell, ("Ity Manager
Date:
4�014
Attest:
Jennifer Waiters, City Secretary
By:
Appi v as to"Legud Form:
Anita Burgess, City Attorney
By
�7-
ACKNOWLEDGED AND AGREED:
Assignor:
JVC71- �uwai-s LLC
BY:
) �, ann, Maiiag,'er
ASSI iN EE
Petersen>Hi4t-
yn LLC
7jBy:
Consent to Assignment 1f Subleases Page 2
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THIS ASSIGNMENT AND ASSUMPTION OF AIRPORT LEASE AGREEMENT —
COMMERICIAL OPERATOR ("Assigmuent") is executed and entered into by and between
4736 Lockheed Associates, Ltd., a Texas limited partnership ("Assignor") and Petersen Hangar,
LLC, a Texas limited liability company, ("Assignee"). Assignors and Assignee are collectively
referred to herein as the "Parties" and individually as a "Party."
WITNESSETH:
Lfig
t4ltIn
No modification, waiver, amendment, discharge, change or termination of this
Assignment shall be valid unless the same is in writing and signed by the Party or Parties against
which the enforcement of such modification, waiver, amendment, discharge, change or
termination is or may be sought. No single or partial exercise of any right or power, or any
abandonment of steps to enforce such right or power, shall preclude any further exercise thereof
or the exercise of any other right or power. The waiver by any Party hereto of a breach of any
term or provision hereof shall not be construed as a waiver of any subsequent breach,
This Assignment shall be governed by the laws of the State of Texas without regard to
principles of conflicts of laws.
This Assignment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and such counterparts together constitute
one instrument.
EXECUTED on this day of September, 2015,
AM ffig'r-kill of oil mommi to I tMea I 114�
By: 4736 Lockheed Investors, L.L.0
a Texas limited liability company
0
(icriel-"il R11 -Circe
JON)6V Vlann, Manager
Petersen Hangar, LLC "I'll
A Tex J, 144cd liability c y;,,in
iy
"—ji,
By
IPetersen.
Lip, rsen. Tanager
I
-
M
t O 1 LE ASI AGREEINTENT
COMMERCh,%L OPERATOR
This Lease Agr°eerncnt is made and executed to be effective this Twenty First day of
September, 2004 (tile "Effective Date") at Denton, Texas, by and between the City of
Denton, Texas, a municipal corporation, hereiiiafter referred to as "Lessor", YVC.` deal
Estate L.L..C., hereinafter referred to as "Lessee".
Ia' F, T8i .
WHEREAS, Lessor now owzrs, corer-ols 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
a:nai.ntahi an aircraft hangar and related aviation facilities thereon,
NOW, THEREFORE, for and in consideration of the promises and the rinitual
covenants contained in this Agreement, the parties agree as follows:
NOTWITHSTAINDrNG ANY LANGUAGE TO THE CO14TR Y HER I�tiA TE
CONTAINED, THE LANGUAGE 1N PARAGRAPHS A THROUGH D OF THIS
SECTION SHALL BE J3TNDING.
A. .1 11 1...L iI9 .. ?�_l _L.l_l :L _S. The right to conduct aeronautical and related
activities for furnishing services to the public is granted to Lessee su.hject to Lessee
agreeing:
1. To furnish said services on a fair, equal and not tarrjnst.ly discriminatory basis
to all tirsers tIlUeof, And
2. To charge fair; reasonable and not uir justly discriminatory prices for each unit
or service, provided, that Lessee may be allowed to make reasonable and
r: rondi.scrirninatoty discounts, relates, or other similar types of price reductions
to volume purchasers.
B. Xt:ll,! I.II C .I.�1c ..5 Lessee, Itrt ztself; its l�ersarral re jese art as,
successors, and assigns, as a part of the consideration hereof, does hereby
covenant and agree as 4a covenant rurrning wide the land. that:
1. No person on the grounds of racy., re4ipiorr, color, sex., or national origin_ shall
e excluded frorn participation M. denied the; benefits of, or be otherwise
subjected to discrimination in the use of said facilities;
2. Irr the construction of any improvements on, over, or under such land and the
funlishilig of sc.n,ices thereon. no person ori the grounds of race, religion,
color, sex, or national origin shall be excluded from participatiori, in, denied
the benefits of, Or Otllef-WiSC be SLJ-r7ected to discrinnnatiori;
1 Lessee shall use the premises in compliance with all other requirements
inaposed, 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 progr-ams of the Department of Transportation -
1 ffectual
Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may
be amended,
A��E-1(�.E[ It is clearly
C, RICIM.".
understood by Lessee that no right or privilege has been granted tvhich. would operate to
prevent any person, firm or corporation operating aircraft on the Airport from perforn-lirig
any services on, its own aircraft xith its mvn regular employees (111CILL(fing, but not limited
to, maintenance and repair} that It may choose to perform.
D. &UNAk"I �—, - IGLU ung herefir
-tLSL\-L-R It is understood and agreed that notl
contalried shall be construed to grant or authorize the granting of an. exchisive Tight within
the rneatung of Title 49 US.C. Appendix § 1349.
E. J1LJ11L1C--AJ?-F—AS,
-It
1, Lessor reserves the r'L, -it to further develop or improve the landing area of the
Airport as it sees fir, regardless of the desires or vienss of Lessee, and without
interference or hindrance.
2. Lessor shall be obligated to irraintalin arid keep in. good repair the landing area
of the AnT.)ort and all publicly owned facilities of the Airl)ort, together with the
right to direct arid control all activities of Lessee in this regard.
1 During tine of war or national emergency, Lessor shall have the right to lease
the landing area or any part thereof to the United States Government for
military or naval use, and, if'such. lease is executed, the provisions of this
instrument insofar as they are inconsistent with the provisions of the lease to
the Government., shall he suspended,
4. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport tog
against obstruction, ether with the right to
Z:�
"I
prevent Lessee from erecting, or permitting to be erected, any building or other
structure on or adjacent to the Airl)ort which, in the opinion of Lessor, would
limit the useftilriess or safety of the Airport or constitute a hazard to aircraft or
to aircraft navigation.
S. This Lease Algreerricrit shall be subordinate to the provisions of any existing or
future agrectriont between Lessor and the Thilted States or agency thereof,
Li,`AsE AC-111"JIFNI UNT Wl
-,C - Paue. 2,
relative to the operand or maintenance of the Airport.
Lessor, f6r and in consideration of the covenants and agreements herein contained, to
be kept by Lessee, docs hereby demise and lease unto Lessee, and Lessee does hereby lease
froni Lessor, for the lease term described in Article 111, the following described land situated
in Denton County, Texas:
A, Land. A tract of land, being approximately 180 feet by 300 feet, 54,000 square feet,
or 1.2396 acres, drawn and outlined on Attachnient "A", and legally described in
Attachment "B," such attaclinients being incoq?orated herein by reference (the "Leased
Premises"),
Together with the right of ingross and egress to the Leased Premises; and the right in
common with others so authorized of ()assa,e upon the Adport property generally, subject
to reasonable regulations by the City of Denton and such rights shall extend to Lessee's
employee& passengers, patrons and flivitees. For purposes of this agreement, the term
"Leased Prcinises" shall moan all property located within the motes and bounds described
and identified within Atfachmetit ".13", including leasehold improvements constructed by the
Lessee, but not including certain caselnerits or property owned and/or controlled by the
Lessor.
A. legal description of the leased premises is not currently attached as Attachment "1311,
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 falls to do so. Lessor at its option inay terminate this
Agreement, in which case it will have no further force and effect. The approved legal
description wi I I be attached to thl.s Agreement as Attachinent "B"
B, 1&11'E( j \,,f
S TE There will be no
j:L-1? JJ)ED--11Y—LESa)-R,: NOIN �:
11-11provements provided by Lessor, except as set forth in Article IL . "Access to Utilities"
below
For the purpose of this Lease A. cement, tire, terra "Lessor improvements" shall mean
those things on or adjacent to the Leased Premises belonging to, constructed by, or to be
constructed by the Lessor, ,Ouch enbance or increase, the value or quality of the Leased
Prerruse& Unless othet-mise 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.
C. lLMJDLDJ3` LESESEA-L On the Leased Premises, Lessee
shall construct a liangar/office co uiplex totaling not less than 27,000 square feet with
I
taxiway access and appropriate culverts or drainage as required by City ordinances in the
utility right of way south and north of propose -'
d hangar as well as other improvements as
deteinanied iiecessary by City ordinances (the "Lessee"s fruprovernei.its"). Lessee shall
MRPORI L"ASL', A(FINIBNTPVC: T,U tea_' 3
'de a minimum of 7 (seven) auto park' I I
provi parking spaces mn the proposed. lease promises and 9
(iline additional auto parking spaces at agreed locations outside of the lease boundary.
Lessee's Irnprovenrents shall be con-imenced no later than 270 day's and completed no later
than 720 days front the effeeti�re date of this Lease Agreement as evidenced by the issuance
of. Certificate of Occupancy (the "Construction Paniod"),
Notwithstanding anything contained in this Lease Agreement to the contrary, a
.failure to complete the Lessee's Improvements within the Construction Period iroiy, ,at
the sole option and discretion of the Lessor, result in the immediate termination and
cancellation of this Lease Agreement upon 30 days ivritten notice of cancellation to
Lessee. In such case Lessee's rights tinder the Lease Agreement will immediately
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.
DE-L"' � '�,' Lessor and Lessee by mutual agreernent may establish, on the
Leased Prenaises, easements for public access on roads and taxiways.
E. _111MLLT-11-` _ Lessor represents that there are Nvater, se'"Ter 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
Promises,
The terni of this l -,ease A,greemcnt shall be for a pcnod o[' thloy (30) years, Con]-
inencing on the 21st (hiy of Sep(,_-,rjt[)er-, 2f,,04 and continiling through the 20'11 clay of
September of 2034, unless earlier terminated Linder the provisions of the Lease Ag-ceirient
(the "Lease Tenn"), Any atterript by Lessee to renegotiate this Lease Agrecitient shall be in
WrithIg' addressed to the City Manager or Ids designee at least one hundred eigThty (180)
days before the expiration of the Lease Terni, and at least 180 days before the expiration, of
any additional renegotiated period. Lessee has the option to renew for two (2) additional ten
(10) year ternis. The, rental and terms to be negotiated shall be reasonable and consistent
with. the then value, rentals and terms of similar property on the Airpoit.
,"IRPORA LEASE AGR_EEINIFINII I\T LD'
IV�
Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agrecrilent,
the following payments, rentals and fees:
A. LAND-ld',,N-UAL shall be due and payable in the sura of $0,12 per square foot or
$6,480 per year (the "Orioinal (tent"), payable in twelve (12) equal monthly instailt-rients in
the sum of Five Hundred and Forty Dollars and no cents ($540.00) in advance, 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 I st day of October, at the
beginialril-I of the City's fiscal year, each and every year ofthis Lease Agreement.
Notwi thstaii dint, the foregoing, the annual lease rental will be reduced by the current lease
rate per square foot; cot, as adjusted by the CPl-U referenced in Section IVC., firnes the number
of square feet comprising all easements established in accordance with Article 11(D),
B, .Ll t. [AdJ-L(11. )Y.lJ 'a, -- NONE: There arc no Lessor
I -,A4
improvements on the Leased Premises.
C .L1NA1'A-113YLJ1 USI—Al- 1�Y) U-S'l`N--11EL,,J'S, ill payments due Lessor from Lessee
shall be nutdc to Lessor at the offices of the Finance Department of® the City of Denton,
Customer Service Division, 601 West Hickory, Denton, Texas, unless othenvise designated
in writing by the Lessor, If payments are trot received on or before ilte 15"' day of the
nioruh, a five percent (5%) penalty will be due as of the 16th. 11'payrrients are not received
by the first of the subsequerit month, air additional penalty of one percent (I%) of the unpaid
rental/fee amount will be due. A one percent (1%) charge will be added on the first of cacti
subsequent month until the unpaid reDtal/fee payrrient is inade, The Original Rent for the
Leased Premises shall be readjusted at the end of each one. year period during the Lease
Terni on the basis of the proportion that the then current United States Consuiner 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, which was (1,/82-84 -, 1.00), 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 TrUmerator of which is the index number for the last naonth prior to
the adjustment, and flae denominator of which is the index number applicable at the
execution of this Lease Agyreement, If the product of this iriultiplicaluon is b greater than
the Original Rent, Lessee shall pay this greater amount as the, yearly rent until the th-ne of
the next rental adjustment as called for in this section. Ifthe product of this multiplication
is less than the Original Rent there shall be no adjustment in the annual rent at that ti.ine,
and Lessee shall pay the previous year's annual rent until the time of the next rental
adjustrnerit as called for in this section. hi no event shall any rental adjustment called for
ill this sectlon result in an annual rent less than. tile previous year's annual Tent, The
adjuswient 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
ATRJ10c` 1E -ASE AC,
CP! adjustment by more than twenty percent (20%) peroent.
If the consumer price index for all urban consumers (CM -U} for the Dallas -Fort
Worth geographical region, as compiled by the U.S. Department of Labor; Bureau of Labor
Statistics, Is diSCO]AFF.Med during the Lease Terrri, the renialning rental adjustments called
for In this section shall be made using the formula set forth above, bLLt by substituting the
index numbers for the Consunaer Price Index -Seasonally Adjusted U.S. City Average For
All hemi For All Urban Consiinters (CPI -U) for the index numbers for the CPI -U
applicabIc 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 Terrn, 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 CPT -U applicable to the Dallas -Fort. Worth geographical
ragion. If the Bureau ol"Labor Statistics of the Ul-lited States Department of Labor, ceases to
exist or ceases to publish statistics concerning the purebasing pmver of the consumer dollar
during the Lease Tenn., the remaining rental adjustments called for in this section shall be
inade using the most nearly comparable statistics published by a recognized financial
authority selected by Lessor.
V. R -H-11
A. Lessee is granted the non-exclusive privilege to
engage oAvncr/operator activities providing the following aviation services:
Lessee is granted the WD-eXCIUSIVC right to rent hangar
space.
2. Lessee is granted the rion-exclusive right to rent offlice
space.
3. :r_te.LL)_'ALL.SMdLLL Lessee is &,ranted the nori-exclusive right to charge for tie-
down set -vices on Lessee's property.
Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct
any scrvicesnot specificatly listed. in this Lease Agreement, The use of the Leased Premises
by Lessee, its tenants, employees, Invitces or guests shall be limited to only those private,
cormnercial, retail or Industrial activities having to do with or related to ahl)orts and avia-
tion, No person, business or corporation may operate a corrurierciaj, retail or industrial
business upon the Leased Promises or upon the Airport without a lease or license from
Lessor authorizing such coriunercial,, retail or industrial activity. The Lessor shall not
unreasonably witlihold authorization to conduct aeronautical or related services.
Lessee shall meet or exceed the fallowing standards:
Z__
1.AAd1=,_ Lessee shall file with the a:i
Airport Manager and keep current its
I ,
mailing addresses, telephone numbers and contacts where it cai'i be reached in.
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JVC LLC - Ple 6
an ernergency,
I Li --L Lessee shall file with the Airport Manager and keep current a list of its
tenants and sublessees.
3. CinubiL. Lessee shall contractually require its employees and sublessees (and
sublessee's invitees) to abide by the terms of this Lease Agreenient, Lessee
shall promptly enforce its contractual rights in the event of a default of such
covenants.
4. U Lditit:s Lessee shall meet all expenses and payments in
connection with the use of the Leased premises and the rights and privileges
herein ca-,aritedincluding , i eluding the timely payment of utilities, taxes, perm
Ira . it fees,
license fees and assessments JawJbIly levied or assessed.
5. Laws, Lessee shall comply with all current and (low -c federal, state and local
laws, rales and regulations which may apply to the conduct of business
conternplated, Including rules, regulations acrd ordinances prornulgated by
Lessor, and Lessee shall keep In effect and post In a prominent place at],
necessary and/or required licenses or permits.
6. Lessee shall be responsible for the maintenance,
repair and upkeep of all property, buildings, structures and irnprovernerits,
including the rnow.ing or elimination of grass and other vegetation on the
Leased Premises, and shall keep the Leased Prenuses neat, clean and in
respectable condition, free fron) any objcctiorial matter or thing, including
trash or debris, Lessee agrees not to utilize or peri -nit 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, auton.iobiles, vehicles of any type, or any other eqUipulCut Or items
which would distract from tyro appearance of the leased premises. Lessee
agrees that at no tinic shall the Leased Premises be used for a flea market type
sales operation,
7. During the Lease, Tenn of this Lease Agreement and
during each extension, Lessor shall have the rig!it to require, not more than
once every five years, that the metal exterior of harigar(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' workii.-iariship and the year and mouth in which the
harigar(s) or bu-ildin,-(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 ftoin Lessor. Lessee age.-ces 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,
LEASE AGREEM,-T�1FVCLL,C - �'aue i
8. Llviam,[IuiI -Y-ed- Lessee may not use any of the Leased
Premises for any use riot authorized herein unless Lessor gives Lessee prior
written approval Of'such additional use. Without finaiting the foregoing the
Leased Premises shall not be used for the operation of a rnotel, hotel,
restaurant, private Club or bar, apartment house, storage of recreational
vehicles, automobiles, or marine vehicles, or for iridUstrial, commercial, retail,
or other purposes, except as authorized herein,
9.D�- -- It is expressly understood and agreed that no &velling or domicile
rrmy be built, nroved to or established on or within the Leased Premises nor
may lessee, its tenants,, employees, 161VACCS, Or guests be permitted to reside or
rornain as a resident on or, within the Leased Prennses or otticr Airport
premises, Lessee may have a pilot lounge, including restrooni and shower
facilities.for use by flight crew and passengers,
10. "�l 'LPfisscssion, Lessee shall quit possession of the Leased Premises at the
end of the Lease Tenn or any renewal or extension thereof, or upon
cancellation or tonrunation of the Lease Agreement, and deliver lip the Lease
Premises to Lessor in as good condition as existed when possession was taken
by Lessee, reasonable wear and tear. excepted.
11, Indamnb:,-v. Lessee i-nust indenrnify,
y, hold harmless and defend the Lessor, its
officers, agcrits and employees, from and against liability for any and all
claims, liens, suits, demands arid/or actions for damages, injuries to persons
(including death),. property damage, (including Joss 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 cortnection with or incidental to this
Lease Agreement, including all such causes of action based on corrinion,
constitutional Or Statutory law or based in whole or in part upon the negligent
or intei.itional acts or orrussions of Lessee, its officers, agents employees,
invitees or other persons, Lessee must at all trines exercise reasonable
precautions on behalf of, and be solely responsible for, the safety of its
officers, employees, agents, customers, visitors, invitees, licensees arid 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 ornissions of the Lessee, its officers,
agents, employees., agents, customers, -visitors and other persons. The Lessor
shall assume no responsibility or liability for liarrii, injury. or any damaging
events which are directly or indirectly attributable to prerruse defects, lArhether
real or alleged, which may now exist or which may hereafter arise upon the
Lease(.] 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 prermse defects or
conditions.
AUCIORI :,E YVC (..;C C' - , ap,
AS , I Eal 8
i.fsSI°J . i.? [L)_ 1 �L
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CIREEM[,Ni=ll�ir'1 NTXJIJC-717h�,
�j]-IiNG (7—()1_l 111'_ IN IUR Y,
l`�'.le J-Y-11 I1--1-ANDINIG, I..1: 'r C}e' ! I..11 }'I i t 9 ] it,T[
J.ia! Ll Imo.f 1:1.1-1"fCtI'i'I.'" '[t
A. C..lr. U—M. L JSP. 1), - hjA [iT_;._ CAUSE' (^11~ f1f"'T.ION gill` AIN
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>1i..0 R..�ANLI)_.
1m 1 :L .l' t]l' ANY' t._LL1f.E,1UI.I�:R �' f )i� ENI l -Y
12, -ChimitcaLs, Lessee agrees to properly stege, collect and dispose of all
chemicals and chemical residues; to properly store, confine, collect and
dispose of atl paint, bichading paint spray in the atmosphere, and pant
products; and to comply with all Local, State and Federal regulations
governing the storage:., handling or disposal of such chemicals and paints.
Further, the [�essee4shall be solely responsible for all discharges, whether
accidental or intentional, of any chernical and for the costs associated with the
cleanup, rurrtediation and disposal of said chemicals.
1.3. Should Lessee violate any lav, rule, restriction or
regulation ofthe Cher of Denton or the Federal Aviation Adirli.nistration, or any
other regulatory authority, or should the Lessee engage in or pei it other persons
or agents to engage in activities which could produce hazards or obstruction to air
navigation, obStr6iCtiOnS to visibility or inter{:erence with any aircraft navigational
aid station or device, whether airborne or on the ground, then Lesser shall state
such violation in writing and deliver written notice to Lessee or Lessee's agent on
the Leased Preir-ti.ses, 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 violaticrra(s) cease and desist
frorn all such activity creating the violation(s), 3.n such event., Lessor shall have tate
right to dernand that corrective action, as required, be corrunenced immediately to
restore the Ceased Premises into conformance wide the particular lav, reale 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
c.on7plete said corrections within twenty-four (24) hours following written
notification, there Lessor shall have the right to eater 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 dainages incurred to any improveinerits on the Leased
Premises as a result of the corrective action process, In addition, such violation
shall be considered a material default by Lessee authorizimg Lessor, at its sole
f41}ig'i.)rC11
. ,�:}4:i '� f4( r+, s' �•.'S'(i ;''Y 1' �' LLC 1.r e 9
option anci discretion, to inirnediately terminate and cancel t1his Lease Agreement.
C.S�". No signs,
, posters, or other similar devices ("Signage") shall be placed on
the exterior of tlic 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 daniages, Injuries, or repairs resulting fi-orn the installation.
maintenance or repair of atry such Signage. Any Signage placed on the Leased Prernises
shall be maintained at all times in a safe, neat, sightly artd good physical condition. All
signage shall be removed fi-orri the Leased Premises by Lessee immediately upon receipt of
instructions for removal of sante from Lessor, including without limitation., upon expiration
or termination of this Lease Agrecir-icrit. If Lessce 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-t-wo square feet cacti, identifyiJ.1- 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 aTiy reasonable times for
the purposes of inspecting the Leased Premises, performing any work which Lessor elects
to perform under this Lease Agreement, and exhibiting the Leased Premises for sale,
lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do any
work, which under any other prmision of this Lease A917emcent Lessee is required to
perforrii., and any perforniance by Lessor shall trot constitute a waiver of Lessee's default.
V1.
J. -
Lessor hereby agrees as follows:
A. PI -A C', L f, i ?l , EN
ULv,,1,1' U
pon oil payment of all rent, fees., and perforTnarice
Of the GOVeDants 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.CDA111.�1114N_`J_'. Lessor -warrants and represents that in tl,-Ic establishment,
construction and operation of the Airport, that Lessor has heretofore and at this thric is
cortiplying with all existing-, rules, regulations, and criteria distributed by the Federal
Aviation Administration, or any other governmental authority relating to and including, but
not Iii-nited to, noise abaternertt., air rights and easements over adjoining and contignious
areas, over -flight in landinc, or taReoff to the end that Lessee will not be tegally 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 front the
o -
Airport-, Lessor furthet- warrants and represents that at all times during the Lease Tenn, or
ai-jv renewal or extension of same, that it -o,,111 continue to C0,111ply With the foregoing.
_EA ]VIC' LILC' Page .1 0,
F , I,
VIT.
It is expressly understood arid agreed by and between Lessor and Lessee that a -lis
Lease Aggornient is subject to the following special tennis and conditions.
ILLIL\131[,ILV� Because of the present tv,,enty thousand (20,000)
pound continuous use weight bearing capacity of the taxiway ofLockheed, Lessee heroin
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 twenty thousand (20,000)
pounds or Icss, uritil such time that the runway and designated taxiways on the Airport have
beer) liarproved to handle aircraft of such excessive weights. It is further agrced that, based
on rlaallfred engineering studies, the weight restrictions and provisions of this clause may be
a(tjusted, up or down, and that Lessee agrees to abide by an), 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 soficitoty part or control, such as an
unsolicited or unscheduled or emergency IaMirl,. A pattern of violating the provisions of
this section on two or more occasions -,hall 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.
VIT.1, 1) tri PROVEM
EN
A. 1 n:
Before corarriencing the coristnlftlian of any impro 7e ients
Ln
on the Leased Premises including Lessee's [niproverrients (the "Lease Improvements"),
Lessee shall submit:
l.. Documentation, specifications, or design work, to be approved by the Lessor,
which shall establish that the ituproveincrits to be built or cojistyucted upon the
Leased Premises are in Conformance with the overall size, shape, color, quality
and design, in appearance and structure of the prograin 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 esurnated cost of such construction.
No construction may , v coyinnence until Lessor has approved the plans arid
specifications arid the location of the Lease Irnprovernents, and the estimated costs of such
construction, Approval by the Lessor shall riot be unreasonably withheld, Docurnentw.-Y
evidence of the actual cost of construction on public areas only (such as taxiways) shall be
delivered %y, Lessee to Lessor's City Manager Irorn time to time as such costs are paid by
Lessee, and Lessor's City TvIanager or designee is hereby authorized to endorse upon as copy
of this, !,ease Agreciperit filed with ,lie City Secretary of Lessor sprach fl ch actu�amounts as lie
Z:� -
shall have Bound to have been paid by Lessee, and the finding's of the City Manager when
endorsed by hire Lipon said contracc shall lie conclusive upon I all parties for all purposes of
this Lease Agreentent,
No later [Ilan 30 days after cornpi etion of fire Lease hilprovernents, Lessee shall
submit to Lessor detailed as built plans of the Lease firiproventents and documentary
evidence acceptable to Lessor evidencing the total, cost to construct the Lease hriprovenients
("Cost to Construct Lease firiprovernents ).
AD
—L1,JJ?JM- .41S: Lessee is hereby
authorized to construct upon the Leased Premises, at its oNvn cost and expense, buildings,
hanErlara, and structures, that Lessor and Lessee inutually agree are necessary for use in
connection i -,6th the operations authorized by this Lease Agreement, provided however,
Lessee shall comply with all of the requirements of Section VIII.A., above, Such additional
improvements shall be a part of the Lease Improvements,
C. ("iR�N"ERS,11.1 IF' UE-LAPRO Except as otherwise provided in this
Lease A-rOCITIC11t, the Lease Jin
4� provcments constructed upon the Leased Premises by
Lessee shall rernarn the property of Lessee during the Lease Term subject to the following
conditions, terms and provisions:
No building Or perinarient fixture may be removed
froin. the Leased Premises.
2. Assalruption. The Lease Inaprovenlents shall automatically become the
property of Lessor absolutely free, without any cost to Lessor, at the end ofthe
Lease Terin, or any extension thereof.
The Lease Irnprovernents shall
inirriediately become the property of Lessor at no cost, expense, or
compensatIoll to Lessee should Lessee fail to cornplete the Lessee's
fir)-proverrients within the Construction Period as provided in Section IIC of
this Lease Agreement.
4. U ine � �M
U -nL- � 'L 1. -
J imation, Should this Lease Agreement be cancelled or
terminated before the end of the Lease Term, or extension thereof Lessor shall
have the rdmt to purchase all of the Lease Irriprovernents. 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 hriprovcmunts as deter.r.nined by the Denton County
Central,?])praise] District ("Value of the Lease Improvernerits") 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 f)jsInct not determine a separate 1,,aluo f.br the Lease hriprovcujcj�jts
then the Purch8se Pnce v,111 be deiern-dried the Cost to Constntet 011e
AIRPOR I- LEASE A(.AU-7LMFNi JNIC t,)
-C ale2
Lease Improvements reduced by 1/30 for each year the Lease Terin has
expired as of the date of terrinnation. If the termination or cancellation is due
to a by Lessee that has not hecii cured within 30 days after writiell
notice ot'defaidt to Lessee, fliell the Pur-c..hase Prict detern-nned above sNill
be reduced by 50%,
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
harilgar, structure, building or iMPTOveirient 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 of improvement according to the terms of' this Lease
Agreement, for a period not to exceed the terra of the mortgage with l..xssee, or until the
loan Is paid in full, whichever- comes first, but in no event longer than the Lease Term, It
I . 1; expressly understood arid aLrecd that the right of the morI
�t-agee referred to herein is a s
lu-
rid restricted to those improvements constructed with fnnds borrowed Froin
rnortgagee, those '
u
0 nprovernents purchased with the borrowed funds, and those
inaprovements pledged to secure the refinancing of the improvements.
X, slid
Lessor shall have the right to establish caserrients, at no cost to Lessee, upon the
Leased Premises for the purpose of providing underground
across the Airport pro tl�l ound utility setwices to, from or
perty or for the cons(ruction of public facj[hI,,-,s On Ilie, Airport.,
However, any such easements shall not interC("re with- Lessee's use Leased pj(,ijjis s
and Lessor shall restore the: property to the original condition as is reasonable practicable
upon the installation of any utility services of!, 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 tulle,
Xf,ISIS NML—\-,Ij-LFLjj-' SL,,
Lessee expressly covenants that it will riot assign this Lease Agreement, convey more
than fifty percent (5010) 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 fbr rental of hangar space or tie -down space for storage of aircraft only, without the
written consent of Lessor, Lessor a_q.ccs that it will not unreasonably withhold its approval
of'such sale, sublease, traris&r, license, or assigrurient of the facilities for Airport related
provided however, that no such assignment, transfer, license
purposes provi , gen, ssale or
otherwise shalt be approved if the rental, fees or paNmients, received or charged are in excess
of the rental or, fees paid by Lessee to Lessor uncles the ternis of this lease, for such portion
of the Leased Premises proposed to be assigned, subleased, transfLrred, licensed, or
otherwise. Ilic provisions of tfils Lease A(Tr
assignees, an\, of Lessee..
cernent shall remain binding Upon the
AIRPORTIAEASL Pagl,w 1
XR, 1_�i�7UIEIAJULE
A. Regardless of the activities conternplated under tris
Lease Agreement, Lessee, shall maintain continuously in effect at all times during the term
of tills aoreenrent, at Lessee's sole expense, the following minis ium insurance coverages:
Commercial (Public) General Liability covaric� the Lessee or its company, its
employees, agents, tenants and independent contractors, and its operations on tile
airport. Coverage shall be in an arnoulit not less than $1 ,000,000 per occurrence
and provide coverage for prornises/operations and contractual liability AND where
exposure exists, coverage for: products/cortipleted operations; explosion., collapse
and under gground 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 su ' I)Scqiiciittotliisa,,,�,reement, Under no circumstances shall the Lessor be
liable for any darriagcs to fixtures, merchandise or other personal property of the
Lessee or its tenants.
3. Business Autoniobile Liability to include coverage for Chvned/Leased Autos, Non -
Owned Autos and Hired Cars:
For operation in aircrafl MOVC11rent areas the Iiinit of liability shall be $100,000
per Occurrence,
For other operations the limit of liability shall be corisistent with the artiount set
by State Lave.
B. tri addition to the above referenced coverages, the
follw,ving insurance is required if the activity or exposure exists or is contemplated:
Aircraft Fuel/Olt Storage and Dispensing — Comprebensive Comn:ierclal (Public,)
General Liabifily shall include coverage or separate coveracyc shall be provided for
Environmental finpairnient Liability,
Aircraill Sales or Aircraft Charter and Air']-axl — Aircraft l.,i ability in the arnount of
$1-()00-,000 Per OCCUITNICC to irlChlde Dull Coverage and Liability. ha addition,
Passeriger Liability in an amount of $100,000 per person (per passenger se ha
be provided. g
3. Aircraft Rental or Flight Trarniiag - Aircraft Liability in the aunount of $1,,000,000
per occurrence to include dull Coverage and Passenger Liability in the
arriount of $100,000 per person (per passenger seat) and Student/R.Cilter Liability
covering all users In the amount OfS500,000 per occurrence.
MRPOW! LE St' AC,RJETME , N -i DIC J_L(' P,,ge
4, Specialized Coninierclai .Flying (including crop dusting, seeding, and spraAng,
banxier lowing and aerial advertisirig, aerial photography and surveying, fire
fighting, pmver line or pipe line patrol) - Aircraft Liability in the amount of
$1,000,000 per occurrence to include Ifull Coverage and Liability, In addition,
Passenger Liability in an arnount 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 OCCUITMICe to include Hull Coverage and Liability, fn addition,
Hanger Keepers Liability in the arriount of $500,000 per occurrence shall be
provided. This requirement shall not apply to individual owner/operators who
provide inii-iinial Incidental aircraft storage with or without a fee,
C. All insurance coveraiges shall comply with the
following requirements:
I. All liability lity policies shall name the City of Dunton, and its officers and employees
as an additional, named Insured and provide for a rininriturn of 30 days- written
notice, to the City of any cariceflation or rriatcrial change to the: policy,
I All insurance required by this Lease Agrecinent rriust be issued by a company or
C0111pau]CS Of Sound and adequate financial responsibility and aritholized 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 protectlon and providing coinpany.
I Required insurance naming the City as an additional insured i-nust be primary
insurance and not contributHig with any other insurance available to flic City
whether from athird party ]lability policy or other. Said lirnits of 1 nsurance shall In
no way I linit 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 J.terrilruniurn specified amounts or
types of insurance as required by Lessor shall constitute Lessee's default of this
Lease Agreement,
5. During the Lease:. Terni, or any extension thereof 1,cssor 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
inay be required by Lessor; provided however, that any requiremerits shall be
commensurate Nvith insurance requirements at other public use airports similar to
the Denton Municipal Airport in size and in scope of aviation activities, located 111
the southwestern region of the United States.
AM' PORT Paoe 1�-
X111.
IT] the event that Lessee shall file a voluntary petition in bankrupicy or proceedings in
bankruptcy shall be instituted acyaha
st it acrd Lessee thereaftcr is adjudicated bankrupt
pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets
pursuant to proceedings brought tinder the provisions of ary Federal reorganization act, or
Lessee shall be divested of its estate herein by other operation of law, or Lessee shall fail to
parfibriti5 keep and observe any of the terms, covenants, or conditions herein contained, or
on its pail 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 ter71-Ii.liate this Lease
Ao-i.-c crnent. by ivritten notice to Lessee. Tri the event of default, Lessor has the Tight to
purchase any or all of the Lease huproventerits under the provisioris of Sectioir VTr!.C.4.
h creo 1.
XIV, Cl,.. ,(-J-U-,lam .]--4 �j,\,,-,r3)f,.,@.,'f E
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 w6tten notice, upon or after tire
bappenin- of any one of the following events: (1) issuance by any court of competentjurls-
diction of permanent injunction in any way preventing
, or restraining the use of the Airport
or any part thereof for airport purposes; (2) the breach by Lessor of any of the covenants or
agreements coritaii-ted herein and the failure of Lessor to reinedy 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 Promises acrd facilities continuing for a lon.ger 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,
catiliqualce or other casualty; or (4) the assumption or recapture by the United States
Government, or any, authorized agency thereof, of the niaintenanec and operation of said
airport and facilities or any substantial part or parts thereof.
Upon the happening of any of the fester events listed in the preceding paragraph, such
that the Leased Premises caruiot be used for aviation PLIJ.-POSeS, then the Lessee may cancel
this Lease AgTeenient as aforesaid, or may elect to continue this Lease Agreement tinder its
terms, except, hoNvever, that the use of the Leased Promises shall not be limited to aviation
purposes, their use being only lira ted by such laws and ordinances as nia-y' be applicable at
that time.
W 2,Y )f "I liver
-
A, EM—EERE—AG—RFEMENT1. This Lease Agrecirient constitutes the entire
understanding between the, parties and as of its EfficetIve Date supersedes all prior or
independent A,,c,,,reerncn.ts between the parties covering the subject itiattor hereof. Any
0
change or modification hereof shall be in writing signed by both parties.
R MIN,A All covenants, stipulations and a_reenr
ients herein shall
A fRPOORT 'U"' A,� U MOP EF,,NITFINT "V(' L1,C - a ye 6
extend to, bind and inure to the benefit of the legal representatives, successors and assigns
of the respective parties hereto.
C. 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, M0=11 Any notice given by one party to the othor In Connection with this
Lease Agrrcment shall be in writing and shall be sent by certified mail, return receipt
requested, with postage fees prepaid or via facsimile as follo-,Ars-
L If to Lessor,, addressed to:
City. Mai.iager
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Fax No.940.349.8596
2. Ifto Lessee, addressed to:
JVC Real Estate L,L.C.
John A. Vann, Ph,D, President
1.424 Gables Court
Plano, Texas 75075
Phone (972) 599-9550
Fax No. (972) 964-1928
E. HEADJ=, The 1-teadin-s used in this Lease Agree-nient are intended for
convenience of reference only and do not define or linut the scope or meaning of any
provision of this Agreement.
I'LLA VA N 1) V F" INIJE - This Lease Agreement is to be construed in
accordance with the lasts of the State oil' 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 cornpetentjurisdiction in Denton County, Texas.
G, hLO--3KA=, No waiver. by Lessor or Lessee of any default or breach of
covenant or ten -n of this Lease Agreement may be treated as a waiver of any subsequent
default or breach of the sarne or any other covenant or terra. of this Lease Agreement.
H. N-CY. During all times that this Lease Agreement is in effect, tivu parties
agree that Lessee is arid shall not be dectired an agent or employee of the Lessor,
All,",I'ORI'Lf:�ASE",AGRJ--�E�'vlE'�,,,'T,IVC LLC - VaqH l'i
IN WITNESSWHEF�.HOF, Ilhe parties have executed this Lease AgTeement as of the
Effie dive Date first above written.
MY OF DENTON, TEXAS, LESSOR
BY:
MI(;HAELA,(1) 1)11111:19CIFY�WA
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Lu
y"
APPROVED AS TO LEGAL FORM:
HER BERTL. PROUTY, CITY ATTORNEY
BY�
JVC Real Estate, L.L.C.
m
AMPORTLE'ASE AGREMMENIT SVC LLC -- Page 1.8
ACKNOWLE,DGMENTS
THE STATE OF TEXAS
COUNTY OF DENTON
,pe
This instrument was acknowledged before me on the — day of 2004, by
Michael A. Conduf, City Manager of the City of Denton, Tcx4 on behalf of said
tnul-11cipality
. . . ...........
SANE E, RICHARDSON
Notary Public, State or Texas
My Con-imission kmire5
June 27, 2005
THE STATE OFTEXAS §
COIJNTY'Cil, DENTON
NOTARY PUBLIC, STATE OF TEXAS
A�RPOR'rl.l-�AqEACTU-'Eklf,',Nl'jV(,��t.,LC -- Page 19
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DENTON, TEXAS
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