2003-084FILE REFERENCE FORM 2003-084
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First Amendment to Airport Lease Agreement 06/30/03 JR
5:\Our Documents\0rdinances\03wann Airport Lease.doc
ORDINANCE NO. dgZl_
AN ORDINANCE APPROVING AN AIRPORT LEASE AGREEMENT BETWEEN THE
CITY OF DENTON AND JVC REAL ESTATE LLC FOR USE OF A PORTION OF THE
DENTON MUNICIPAL AIRPORT FOR COMMERCIAL HANGAR/OFFICE AND
RELATED AVIATION FACILITIES; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, The Denton Airport Advisory Board has recommended the approval of the
herein described Airport Lease Agreement; and
WHEREAS, the City Council of the City of Denton, Texas hereby finds that said Airport
Lease Agreement is in the public interest; NOW, THEREFORE:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to execute an Airport Lease
Agreement between the City of Denton and JVC Real Estate LLC in substantially the form of the
Airport Lease Agreement which is attached to and made a part of this ordinance for all purposes,
for the purpose of providing commercial hangar and related aviation facilities at the Denton
Municipal Airport.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the G? day of '2003.
VEINE AOgR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRO ED AS O LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNE
BY:
Y
AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
IAW3
This lease is made and executed this 25th day of March, 2007, at Denton, Texas, by and
between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor", and
JVC Real Estate LLC having principal offices at 1424 Gables Court, Plano, Texas 75075,
hereinafter referred to as "Lessee".
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Municipal Airport (Airport) in the
City of Denton, County of Denton, State of Texas; and
WHEREAS, Lessee desires to lease certain premises on said airport and construct and
maintain an aircraft hangar and related aviation facilities thereon; and
NOW, THEREFORE, for and in consideration of the promises and the mutual covenants
contained in this Agreement, the parties agree as follows:
L CONDITIONS OF AGREEMENT
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER
CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION
SHALL BE BINDING.
A. PRTNCTPT F4 OF OPRR ATIONS. The right to conduct aeronautical and related
activities for furnishing services to the public is granted to Lessee subject to Lessee agreeing:
1. To furnish said services on a fair, equal and not unjustly discriminatory basis to all
users thereof; and
2. To charge fair, reasonable and not unjustly discriminatory prices for each unit or
service; provided, that Lessee may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price reductions to
volume purchasers.
B. NON-DTSCRTMTNATTON: Lessee, for himself, his personal representatives,
successors and interests, and assigns, as a part of the consideration hereof, does hereby covenant
and agree as a covenant running with the land that:
1. No person on the grounds of race, religion, color, sex, or national origin shall be
excluded from participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of said facilities;
2. In the construction of any improvements on, over, or under such land and the
furnishings of services thereon, no person on the grounds of race, religion, color, sex,
or national origin shall be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination;
3. Lessee shall use the premises in compliance with all other requirements imposed by
or pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted
programs of the Department of Transportation - Effectual of Title VI of the Civil
Rights Act of 1964, as said Regulations may be amended.
C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT. It is clearly understood by
Lessee that no right or privilege has been granted which would operate to prevent any person, firm
or corporation operating aircraft on the airport from performing any services on its own aircraft
with its own regular employees (including, but not limited to, maintenance and repair) that it may
choose to perform.
D. NON-FXCHISTVF RTC.HT. It is understood and agreed that nothing herein contained
shall be construed to grant or authorize the granting of an exclusive right within the meaning of
Title 49 U.S.C. Appendix §1349.
E. PUBLIC AREAS,
Lessor reserves the right to further develop or improve the landing area of the airport
as it sees fit, regardless of the desires or views of Lessee, and without interference or
hindrance.
2. Lessor shall be obligated to maintain and keep in good repair the landing area of the
airport and all publicly owned facilities of the airport, together with the right to direct
and control all activities of Lessee in this regard.
During time of war or national emergency, Lessor shall have the right to lease the
landing area or any part thereof to the United States Government for military or naval
use, and, if such lease is executed, the provisions of this instrument insofar as they are
inconsistent with the provisions of the lease to the Government, shall be suspended.
4. Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the airport against obstruction, together with the right to prevent Lessee
from erecting, or permitting to be erected, any building or other structure on or
adjacent to the airport which, in the opinion of Lessor, would limit the usefulness or
safety of the airport or constitute a hazard to aircraft or to aircraft navigation.
VANN LEASE 03.DOC-Page 2
5. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States or agency thereof, relative to the operation or
maintenance of the airport.
II. LEASED PREMISES
Lessor, for and in consideration of the covenants and agreements herein contained, to be kept
by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby hire and take from
Lessor, the following described land situated in Denton County, Texas:
A. Land. A tract of land, being approximately 7,700 square feet, or 0.177 acres, drawn and
outlined on Attachment "A" as Lot 11 and known as 4730 Lockheed Lane. Within 30 days of the
approval of this agreement, Lessee will provide City of Denton Legal Department a legal
description, identified as Attachment "B" to be incorporated in the Lease agreement. Should a
legal description of 4730 Lockheed Lane not be provided within the 30-day time frame, Lessor has
the right to terminate this agreement.
Together with the right of ingress and egress to said property; and the right in common with
others so authorized of passage upon the Airport property generally, subject to reasonable
regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers,
patrons and invitees. For purposes of this agreement, the tern "Premises" shall mean all property
located within the metes and bounds described and identified within Attachment "B", including
leasehold improvements constructed by the Lessee, but not including certain easements or property
owned and/or controlled by the Lessor.
B. IMPROVEMENTS PROVIDED BY LESSOR: NONE: There will be no improvements
provided by Lessor, except as set forth in Article H.E. "Access to Utilities" below.
For the purpose of this Agreement, the term "Lessor improvements" shall mean those things
on or adjacent to the Premises belonging to, constructed by, or to be constructed by the Lessor,
which enhance or increase, the value or quality of the leased land or property. Unless otherwise
noted herein, all Lessor improvements are and will remain the property of Lessor. All Lessor
improvements must be described in detail above, or above referenced and attached to this
Agreement in an exhibit approved by Lessor.
C. TMPROVFMFNTS PROVIDED RY LESSEE On Lot 11, Lessee shall construct a
hangar/office facility not less than 2,500 square feet with taxiway access and appropriate culverts or
drainage as required by City ordinances in the utility right of way south and north of the proposed
hangar as well as other improvements as determined necessary by City ordinances. A building
permit shall be pulled for said improvements within 270 days and said improvements shall be
completed not less than 720 days from the date of this agreement.
D. FASF.MFNTS. Lessor and Lessee by mutual agreement may establish, on the leased
premises, easements for public access on roads and taxiways.
VANN LEASH 03.DOC-Page 3
E. ACCESS TOT 1TTL.TTTES. Lessor represents that there are water and 3-phase electricity
lines within three hundred feet (300) of the leased premises available to "tap-in" by Lessee, and
that the same are sufficient for usual and customary service on the leased premises. Lessee will be
required to connect to the sewer line located approximately fifty feet (50') north of said lot.
III. TERM
The term of this Agreement shall be for a period of thirty years (30), commencing on the 1 st
day of April, 2003, and continuing through the last day of March, 2033, unless earlier terminated
under the provisions of the Agreement. Any attempt by Lessee to renegotiate this Lease shall be in
writing addressed to the City Manager at least one hundred eighty (180) days before the expiration
of the stated term of this lease, 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 terms. The
rental and terms to be negotiated shall be reasonable and consistent with the then value, rentals and
terms of similar property on the airport.
IV. PAYMENTS, RENTALS AND FEES
Lessee covenants and agrees to pay Lessor, as consideration for this lease, the following
payments, rentals and fees:
A. LAND RENTAL- lessee shall pay to the Lessor for the use and occupancy of the
premises the sum of twelve cents ($0.12) per square foot per year, for a total of $924 due and
payable in twelve (12) equal monthly installments in the sum in advance, on or before the 1st day
of each and every month during the term of this agreement. Lessee may have the option to pay
annual rentals and fees in whole on or before the 1 st day of October, at the beginning of the City's
fiscal year, each and every year of this lease.
Notwithstanding the foregoing, the annual lease rental to be reduced by the current lease rate per
square foot, times the number of square feet comprising all easements established in accordance
with Article II(D)
B. LESSOR TMPROVEMENTS RENTALS. NONE: There are no Lessor improvements
on the leased premises.
C. PAYMENT, PENALTY, ADD ISTMRNTS. All payments due Lessor from Lessee shall
be made to Lessor at the offices of the Finance Department of the City of Denton, Accounts
Receivable, 215 E. McKinney, Denton, Texas, unless otherwise designated in writing by the
Lessor. If payments are not received on or before the 15th, a five (5) percent penalty will be due as
of the 16th. If payments are not received by the 1st of the subsequent month, an additional penalty
of one (1) percent of the unpaid rental/fee amount will be due. A one (1) percent charge will be
added on the 1 st of each subsequent month until the unpaid rental/fee payment is made. Failure to
pay the rent or penalty amounts on delinquent rent shall constitute an event of default of this lease.
VANN LEASE 03.DOC-Page 4
The yearly rental for land and improvements herein leased shall be readjusted at the end of
each two (2) year period during the term of this lease on the basis of the proportion that the then
current United States Consumer Price Index for all urban consumers (CPI-U) for the Dallas-Fort
Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor
Statistics bears to the applicable index at the execution of this lease. The original land rental
amount is based upon the formulae set forth in Section W.A. for the land herein leased. Each rental
adjustment, if any, shall occur on the 1 st day of April, beginning 2005, and every year thereafter on
such date.
The adjustments in the yearly rent shall be determined by multiplying the minimum
yearly rent as set forth in Section W.A. by a fraction, the numerator of which is the index
number for the last month prior to the adjustment, and the denominator of which is the index
number applicable at the execution of this lease. If the product of this multiplication is greater
than the minimum yearly rent as set forth in Section W.A., Lessee shall pay this greater amount
as the yearly rent until the time of the next rental adjustment as called for in this section. If the
product of this multiplication is less than the minimum yearly rent of as set forth in Section
W.A., there shall be no adjustment in the annual rent at that time, and Lessee shall pay the
previous year's annual rent until the time of the next rental adjustment as called for in this
section. In no event shall any rental adjustment called for in this section result in an annual rent
less than the previous year's annual rent. The adjustment shall be limited so that the annual
rental payment determined for any given year shall not exceed the annual rental payment
calculated for the previous year by more than ten (10) percent.
If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth
geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is
discontinued during the term of this lease, the remaining rental adjustments called for in this section
shall be made using the formula set forth in Subsection (a) above, but substituting the index
numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For
All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas-Fort
Worth geographical region. If both the CPI-U for the Dallas-Fort Worth geographical region and
the U.S. City Average are discontinued during the term of this lease, the remaining rental
adjustments called for in this section shall be made using the statistics of the Bureau of Labor
Statistics of the United States Department of Labor that are most nearly comparable to the CPI-U
applicable to the Dallas-Fort Worth geographical region. If the Bureau of Labor Statistics of the
United States Department of Labor ceases to exist or ceases to publish statistics concerning the
purchasing power of the consumer dollar during the term of this lease, the remaining rental
adjustments called for in this section shall be made using the most nearly comparable statistics
published by a recognized financial authority selected by Lessor.
V. RIGHTS AND OBLIGATIONS OF LESSEE
A. ITSR OF LEASED PREMISES. Lessee is granted the non-exclusive privilege to engage
in or provide the following:
VANN LEASE 03.DOC-Page 5
1. Hangar T. eases and Rental. The rental or lease of hangars and hangar space and related
facilities upon the leased premises.
2. Office Space Tease or Rental. The rental or lease of office space in or adjoining
Lessee's hangars.
3. Aircraft and Storage To provide storage of both Lessee's and sublessees' aircraft and
aviation related equipment and supplies upon or within the leased premises.
Lessee, his tenants and sublessees shall not be authorized to conduct any services not
specifically listed in this agreement. The use of the leased premises of Lessee, his tenants or
sublessees shall be limited to only those private, commercial, retail or industrial activities having to
do with or related to airports and aviation. No person, business or corporation may operate a
commercial, retail or industrial business upon the premises of Lessee or upon the Airport without a
lease or license from Lessor authorizing such commercial, retail or industrial activity. The Lessor
shall not unreasonably withhold authorization to conduct aeronautical or related services.
B. STANDART)S. Lessee shall meet or exceed the following standards:
1. Address. Lessee shall file with the Airport Manager and keep current his mailing
addresses, telephone numbers and contacts where he can be reached in an emergency.
2. List- Lessee shall file with the Airport Manager and keep current a list of his tenants
and sublessees.
3. C ondnrt. Lessee shall contractually require his employees and sublessees (and
sublessee's invitees) to abide by the terms of this agreement. Lessee shall promptly
enforce his contractual rights in the event of a default of such covenants.
4. Utilities, Taxes and Fees- Lessee shall meet all expenses and payments in connection
with the use of the Premises and the rights and privileges herein granted, including the
timely payment of utilities, taxes, permit fees, license fees and assessments lawfully
levied or assessed.
5. Laws. Lessee shall comply with all current and future federal, state and local laws,
rules and regulations which may apply to the conduct of business contemplated,
including rules, regulations and ordinances promulgated by Lessor, and Lessee shall
keep in effect and post in a prominent place all necessary and/or required licenses or
permits.
6. Maintenance of ProrertT. Lessee shall be responsible for the maintenance, repair and
upkeep of all property, buildings, structures and improvements, including the mowing
or elimination of grass and other vegetation on the Premises, and shall keep said
Premises neat, clean and in respectable condition, free from any objectional matter or
thing. Lessee agrees not to utilize or permit others to utilize areas on the leased
VANN LEASE 03.DOC-Page 6
premises which are located on the outside of any hangar or building for the storage of
wrecked or permanently disabled aircraft, aircraft parts, automobiles, vehicles of any
type, or any other equipment or items which would distract from the appearance of the
leased premises. Lessee agrees that at no time shall the leased premises be used for a
flea market type sales operation.
7. Painting of Buildings. During the original term of this Lease and during each extension,
Lessor shall have the right to require, not more than once every five years, that the
metal exterior of hangar(s) or building(s) located on the premises be reviewed by the
Airport Advisory Board for the purpose of determining whether painting of the
exteriors of such buildings or hangars is necessary. If the Airport Advisory Board
determines painting is necessary, it shall furnish a recommendation to this effect to the
City Council. The Council, may, upon the Board's recommendation, require Lessee to
repaint said exteriors according to Lessors specifications (to specify color of paint,
quality of workmanship and the year and month in which the hangar(s) or building(s)
are to be painted, if needed.) Lessee shall complete the painting in accordance with
such specifications within one (1) year of receipt of notice from Lessor. Lessee agrees
to pay all costs and expense involved in the hangar or building painting process.
Failure of Lessee to complete the painting required by Lessor's City Council within
one (1) year period shall constitute Lessee's default under this Lease.
8. 1 Tnanthorized use of premises, Lessee may not use any of the leased land or premises
for the operation of a motel, hotel, restaurant, private club or bar, apartment house, or
for industrial, commercial or retail purposes, except as authorized herein.
9. Dwellings. It is expressly understood and agreed that no permanent dwelling or
domicile may be built, moved to or established on or within the leased premises nor
may lessee, his tenants, invitees, or guests be permitted to reside or remain as a resident
on or within the leased premises or other airport premises.
10. Quit Possession. Lessee shall quit possession of all premises leased herein at the end
of the primary term of this lease or any renewal or extension thereof, and deliver up the
premises to Lessor in as good condition as existed when possession was taken by
Lessee, reasonable wear and tear excepted.
11. Hold 1Tam,less, Lessee shall indemnify and hold harmless Lessor from and against all
loss and damages, including death, personal injury, loss of property or other damages,
arising or resulting from the operation of Lessee's business in and upon the leased
premises.
12. Chemicals. Lessee agrees to properly store, collect and dispose of all chemicals and
chemical residues; to properly store, confine, collect and dispose of all paint, including
paint spray in the atmosphere, and paint products; and to comply with all Local, State
and Federal regulations governing the storage, handling or disposal of such chemicals
and paints.
VANN LEASE 03.000-Page 7
13. Hazardous Activities, Should Lessee violate any law, rule, restriction or regulation of
the City of Denton or the Federal Aviation Administration, or should the Lessee
engage in or permit other persons or agents to engage in activities which could produce
hazards or obstruction to air navigation, obstructions to visibility or interference with
any aircraft navigational aid station or device, whether airborne or on the ground, then
Lessor shall state such violation in writing and deliver written notice to Lessee or
Lessee's agent on the leased premises, or to the person(s) on the leased premises who
are causing said violation(s), and upon delivery of such written notice, Lessor shall
have the right to demand that the person(s) responsible for the violation(s) cease and
desist from all such activity creating the violation(s). In such event, Lessor shall have
the right to demand that corrective action, as required, be commenced immediately to
restore the leased premises into conformance with the particular law, rule or
aeronautical regulation being violated. Should Lessee, Lessee's agent, or the person(s)
responsible for the violation(s) fail to cease and desist from said violation(s) and to
immediately commence correcting the violation(s), and to complete said corrections
within twenty-four (24) hours following written notification, then Lessor shall have the
right to enter onto the leased premises and correct the violation(s), 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.
C. SiCLN.S. During the term of this Agreement, Lessee shall have the right, at its own
expense, to place in or on the leased Premises signs identifying Lessee. Said signs shall be of a
size, shape and design, and at a location or locations, approved by the Lessor and in conformance
with any overall directional graphics or sign program established by Lessor for the Airport.
Lessor's approval shall not be withheld unreasonably. Said signs shall be maintained in good repair
throughout the term of this agreement. Notwithstanding any other provision of this agreement, said
signs shall remain the property of Lessee. Lessee shall remove, at its expense, all lettering, signs
and placards so erected on the premises at the expiration of the term of this Agreement or
extensions thereof.
VI. COVENANTS BY LESSOR
Lessor hereby agrees as follows:
A. PEACEFUL F.NInYMFNT. That on payment of rent, fees, and performance of the
covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably
hold and enjoy the leased premises and all rights and privileges herein granted;
B. COMPT.TANCF.. Lessor warrants and represents that in the establishment, construction
and operation of said Denton Municipal Airport, that Lessor has heretofore and at this time is
complying with all existing rules, regulations, and criteria distributed by the Federal Aviation
Administration, or any other governmental authority relating to and including, but not limited to,
noise abatement, air rights and easements over adjoining and contiguous areas, over-flight in
landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass or
VANN LEASE 03.DOC-Page s
similar cause of action by virtue of any aerial operations of adjoining property in the course of
normal take-off and landing procedures from said Denton Municipal Airport; Lessor further
warrants and represents that at all times during the term hereof, or any renewal or extension of
same, that it will continue to comply with the foregoing.
VII. SPECIAL CONDITIONS
It is expressly understood and agreed by and between Lessor and Lessee that this lease
agreement is subject to the following special terms and conditions.
A. RUNWAYS ANDTAXIWAYS, That because of the present fifteen thousand (15,000)
pound continuous use weight bearing capacity of the designated taxiway (Lockheed Lane), Lessee
herein agrees to limit all aeronautical activity including landing, take-off and taxiing, to aircraft
having an actual weight, including the weight of its fuel, of fifteen thousand (15,000), until such
time that the runway and designated taxiways on the Airport have been improved to handle aircraft
of such excessive weights. It is further agreed that, based on qualified engineering studies, the
weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee
agrees to abide by any such changes or revisions as such studies may dictate. "Aeronautical
Activity" referred to in this clause shall include that activity of the Lessee or its agents or
subcontractors, and its customers and invitees, but shall not include those activities over which it
has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing. A
pattern of negligent disregard of the provisions of this section shall be sufficient to cause the
immediate termination of this entire Agreement and subject Lessee to liability for any damages to
the Airport that might result.
VIII. LEASEHOLD IMPROVEMENTS
A. REQ TRF.MENTS: Before commencing the construction of any improvements upon
the premises, Lessee shall submit:
1. Documentation, specifications, or design work, to be approved by the Lessor, which
shall establish that the improvements to be built or constructed upon the leased
premises are in conformance with the overall size, shape, color, quality and design, in
appearance and structure of the program established by Lessor on the Airport.
2. All plans and specifications showing the location upon the premises of the proposed
construction;
3. The estimated cost of such construction.
No construction may commence until Lessor, acting by its City Council, has approved the
plans and specifications and the location of the improvements, the estimated costs of such construc-
tion and the agreed estimated life of the building or structure. Approval by the City Council shall
not be unreasonably withheld; should the Council fail to deny Lessee's plans and specifications
within sixty (60) days of submission thereof to the Council, such plans and specifications shall be
VANN LEASE 03.DOC-Page 9
deemed approved. Documentary evidence of the actual cost of construction on public areas only
(such as taxiways) shall be delivered by Lessee to Lessor's City Manager from time to time as such
costs are paid by Lessee, and Lessor's City Manager is hereby authorized to endorse upon a copy of
this lease filed with the City Secretary of Lessor such actual amounts as he shall have found to have
been paid by Lessee, and the findings of the City Manager when endorsed by him upon said
contract shall be conclusive upon all parties for all purposes of this agreement.
B. ADDTTTONAT, CONSTRT TCTTON OR TMPROVFMFNTS: Lessee is hereby authorized
to construct upon the land herein leased, at his own cost and expense, buildings, hangars, and struc-
tures, that Lessor and Lessee mutually agree are necessary for use in connection with the operations
authorized by this lease, provided however, before commencing the construction of any improve-
ments upon the premises, Lessee shall submit plans and specifications for approval by Lessor as
specified in Article VIII.A., above.
C. O VNFRSAIP OF TMPROVF.MF.NTS: All buildings and improvements constructed
upon the premises by Lessee shall remain the property of Lessee unless said property becomes the
property of Lessor under the following conditions, terms and provisions:
Removal of Buildings. No building or permanent fixture may be removed from the
premises.
2. Assumption. All buildings and improvements of whatever nature remaining upon the
leased premises at the end of the primary term, or any extension thereof, of this lease
shall automatically become the property of Lessor absolutely in fee without any cost to
Lessor.
3. Building Life. It is agreed that the life of the building to be constructed by Lessee on
the property herein leased is thirty years (30).
4. Cancellation. Should this lease be cancelled for any reason before the end of the thirty
(30) year expected building life, it is especially understood and agreed that Lessor
reserves the right to purchase all buildings, structures and improvements then existing
upon the premises by tendering to Lessee one thirtieth (1/30) of the undepreciated
value of such building for each year remaining on the agreed life of such building. The
undepreciated value of all improvements is to be determined by having such
improvements appraised by three appraisers, one appointed by Lessor, one appointed
by Lessee and one appointed by the two appraisers.
IX. SUBROGATION OF MORTGAGEE
A. Any person, corporation or institution that lends money to Lessee for construction
of any hangar, structure, building or improvement and retains a security interest in said hangar,
structure, building or improvement shall, upon default of Lessee's obligations to said mortgagee,
VANN LEASE 03.DOC-Page to
have the right to enter upon said leased premises and operate or manage said hangar, structure,
building or improvement according to the terms of this Agreement, for a period not to exceed the
term of the mortgage with Lessee, or until the loan is paid in full, whichever comes first, but in
no event longer than the term of this lease. It is expressly understood and agreed that the right of
the mortgagee referred to herein is limited and restricted to those improvements constructed with
funds borrowed from mortgagee, those improvements purchased with the borrowed funds, and
those improvements pledged to secure the refinancing of the improvements.
B. Lessee shall have the right to place a first mortgage lien upon the leasehold in an
amount not to exceed eighty-five percent (85%) of the construction cost or current market value
of the leasehold improvements.
X. RIGHT OF EASEMENT
Lessor shall have the right to establish easements, at no cost to Lessee, upon the leased
ground space for the purpose of providing underground utility services to, from or across the airport
property or for the construction of public facilities on the Airport. However, any such easements
shall not interfere with Lessee's use of the leased premises and Lessor shall restore the property to
original condition upon the installation of any utility services on, in, over or under any such
easement or the conclusion of such construction. Construction in or at the easement shall be
completed within a reasonable time.
M. ASSIGNMENT OF LEASE
Lessee expressly covenants that it will not assign this lease, convey more than ten percent
(10%) of the interest in his business, through the sale of stock or otherwise, transfer, license, nor
sublet the whole or any part of the said premises for any purpose, except for rental of hangar space
or tie-down space, without the written consent of Lessor. Lessor agrees that it will not unreason-
ably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for
the airport related purposes; provided however, that no such assignment, sublease, transfer, license,
sale or otherwise shall be approved if the rental, fees or payments, received or charged are in excess
of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion of the
premises proposed to be assigned, subleased, transferred, licensed, or otherwise. The provisions of
this lease shall remain binding upon the assignees, if any, of Lessee.
MI. INSURANCE
A. REQT TTRFD TNST TR ANCF: Lessee shall maintain continuously in effect at all times
during the term of this agreement, at Lessee's expense, the following insurance coverage:
1. Comprehensive general liability covering the leased premises, the Lessee or its
company, its personnel, and its operations on the airport.
2. Aircraft liability to cover all flight operations of Lessee.
VANN LEASE 03.DOC-Page 11
Fire and extended coverage for replacement value for all facilities used by the Lessee
either as a part of this agreement or erected by the Lessee subsequent to this agreement.
4. Liability insurance limits shall be in the following minimum amounts:
Bodily Injury and Property Damage:
One Million Dollars ($1,000,000) combined single limits on a per occurrence basis.
All policies shall name the City of Denton as an additional named insured and provide
for a minimum of thirty days (30) written notice to the City prior to the effective date
of any cancellation or lapse of such policy.
6. All policies must be approved by the Lessor.
7. The Lessor shall be provided with a copy of all such policies and renewal certificates.
During the term of this lease, Lessor herein reserves the right to adjust or increase the liability
insurance amounts required of the Lessee, and to require any additional rider, provisions, or
certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor; provided however, that any requirements shall be commensurate with
insurance requirements at other public use airports similar to the Denton Municipal Airport in size
and in scope of aviation activities, located in the southwestern region of the United States. Lessee
herein agrees to comply with all increased or adjusted insurance requirements that may be required
by the Lessor throughout the original or extended term of this lease, including types of insurance
and monetary amounts or limits of insurance, and to comply with said insurance requirements
within sixty (60) days following the receipt of a notice in writing from Lessor stating the increased
or adjusted insurance requirements. Lessee shall have the right to maintain in force both types of
insurance and amounts of insurance, which exceed Lessor's minimum insurance requirements.
In the event that State law should be amended to require types of insurance and/or insurance
amounts which exceed those of like or similar public use airports in the southwestem region of the
United States of America, then in such event, Lessor shall have the right to require that Lessee
maintain in force types of insurance and/or amount of insurance as specified by State law.
Failure of Lessee to comply with the minimum specified amounts or types of insurance as
required by Lessor shall constitute Lessee's default of this Lease.
VANN LEASE 03.DOC-Page 12
XIII. CANCELLATION BY LESSOR
In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in
bankruptcy shall be instituted against it and Lessee thereafter is adjudicated bankrupt pursuant to
such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to
proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be
divested of its estate herein by other operation of law; or Lessee shall fail to perform, keep and
observe any of the terms, covenants, or conditions herein contained, or on its part to be performed,
the Lessor may give Lessee written notice to correct such condition or cure such default and, if any
condition or default shall continue for thirty (30) days after the receipt of such notice by Lessee,
then Lessor may terminate this lease by written notice to Lessee. In the event of default, Lessor has
the right to purchase any or all structures on the leased premises under the provisions of Section
VIII. Paragraph CA. (Cancellation) hereof.
XIV. CANCELLATION BY LESSEE
Lessee may cancel this 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
anyone of the following events: (1) issuance by any court of competent jurisdiction of a permanent
injunction in any way preventing or restraining the use of said airport or any part thereof for airport
purposes; (2) the breach by Lessor of any of the covenants or agreements contained herein and the
failure of Lessor to remedy such breach for a period of ninety (90) days after receipt of a written
notice of the existence of such breach; (3) the inability of Lessee to use said premises and facilities
continuing for a longer period than ninety (90) days due to any law or any order, rule or regulation
of any appropriate governmental authority having jurisdiction over the operations of Lessor or due
to war, earthquake or other casualty; or (4) the assumption or recapture by the United States
Government, or any authorized agency thereof, of the maintenance and operation of said airport and
facilities or any substantial part or parts thereof.
Upon the happening of any of the four events listed in the preceding paragraph, such that the
leased premises cannot be used for aviation purposes, then the Lessee may cancel this lease as
aforesaid, or may elect to continue this lease under its terms, except, however, that the use of the
leased premises shall not be limited to aviation purposes, their use being only limited by such laws
and ordinances as may be applicable at that time.
XV. MISCELLANEOUS PROVISIONS
A. F.NTTRF. AC;RFEMENT. This Agreement constitutes the entire understanding between
the parties and as of its effective date supersedes all prior or independent Agreements between the
parties covering the subject matter hereof. Any change or modification hereof shall be in writing
signed by both parties.
B. RTNDTNC; F.FFFCT, All covenants, stipulations and agreements herein shall extend to,
bind and inure to the benefit of the legal representatives, successors and assigns of the respective
VANN LEASE 03.DOC-Page 13
parties hereto.
C. SF.VF.RARTT.TTY, If a provision hereof shall be finally declared void or illegal by any
court or administrative agency having jurisdiction, the entire 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. NOTTCF. Any notice given by one party to the other in connection with this
agreement shall be in writing and shall be sent by registered mail, return receipt requested, with
postage and registration fees prepaid as follows:
If to Lessor, addressed to:
City Manager
City of Denton
215 E. McKinney Street
Denton, Texas 76201
2. If to Lessee, addressed to:
JVC Real Estate LLC
John Vann, President
1424 Gables Court
Plano, Texas 75075
Notices shall be deemed to have been received on the date of receipt as shown on the return
receipt.
E. HEADINGS. The headings used in this Agreement are intended for convenience of
reference only and do not define or limit the scope or meaning of any provision of this Agreement.
F. GOVERNING LAW. This Agreement is to be construed in accordance with the laws of
the State of Texas.
G. MF.DIATI(~N. Prior to instituting suit in a court of competent jurisdiction, the parties
shall, in good faith attempt to settle any controversy or claim by any party hereto arising out of or
relating to this Agreement by mediation in accordance with the laws and rules, then obtaining, of
the State of Texas and the State Bar of Texas.
H. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant or
term of this lease may be treated as a waiver of any subsequent default or breach of the same or any
other covenant or term of this Agreement.
1. TNDFPF.NDF.NT CONTRACTOR. During all times that this Lease is in effect, the parties
agree that Lessee is and shall be deemed to be an independent contractor and operator and not an
VANN LEASE 03.DOC-Page 14
agent or employee of the Lessor with respect to their acts or omissions hereunder. For all the
purposes hereunder, Lessee is and shall be deemed an independent contractor and it is mutually
agreed that nothing contained herein shall be deemed or construed to constitute a partnership or
joint venture between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
CITY OF DENTON, TEXAS, LESSOR
B
Michael A. Conduff, City ag r
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
CITY OF DENTON, TEXAS
B 0
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
JVC Real Estate LLC
Real Estate LLC
VANN LEASE 03.DOC-Page 15
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the Q day of Match, 2003 by LESSEE.
WiCIM,
C2 \ JEANE i FE SCOTT NO ARY PUBLIC, STATE OF TEXAS
N f 7"PUBLIC
O
r TEXAS
, iii-31-2005
My Commission Expires: J' - 3 ) - 0 S
VANN LEASE 03.DOC-Page 16
ATTACHMENT "A"
Concrete Monument North
West Corner Lot 1, Block 1
Southeast Airport Addition
Cabinet G, Page 295 v'
Qo
L
L>'
CIO
150' TAXIWAY DRAINAGE
& UTILITY EASEMENT
- - _ - - - S 88036'10"E 70.00'
I I 0 0
o d
Lot 3 I Lot 4 I Lot ~1 w Lot12 3
\ O O
to !n
to O
N N
I I o 0
O
I 7
88036'10"W 70.6_0'
P.O.B.
- _%29RF - - - '_o /?RF
LOCKHEED
24' Asphalt Road
NG • NATURAL GROUND
EER = BURIED ELECTRIC RISER
IRF = IRON ROD FOUND
IRS/CAP • 1/2' IRON ROD SET W/CAP
FCP FENCE CORNER POST
P.L. PROPERTY LINE
B L. SUILOINS LINE
U.E • UTILITY EASEMENT
P U E. • PUBLIC UTILITY EASEMENT
DE • DRAINAGE EASEMENT
COMM. ESMT • COMMUNICATION ESMT
WM • WATER METER
TR TELEPHONE RISER
ELECTRIC RISER
=A•YS= ELECTRIC TRANSFORMER
POWER POLE
P L'GHT POLE
R.O 'N. = RIGHT OF WAY
P 0 B. • PC NY OF BEGINNING
00 C • POINT OF COMMENCING
-OHU-- • OVER-HEAD UTILITY
;.ATV- • CABLE TV LINE
= ELECTRIC LINE
--T-- TELEPHONE LINE
W-RE FENCE
--I!I- WOOD FENCE
-9-- • PIPE B CABLE FENCE
--P-- CHAINLINK FENCE
! PLAT OR DEED CALL -
CCNTROL UNG MONUMENT 501
• BASE BEARING
FIRST AMENDMENT TO AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
THIS FIRST AMENDMENT TO AIRPORT LEASE AGREEMENT COMMERCIAL
OPERATOR is made and entered into on this 3-:5' day of June, 2003, but effective as of the 25th
day of March, 2003, by and between the City of Denton, Texas, a municipal corporation ("Lessor"),
and JVC Real Estate, LLC, a Texas limited liability company ("Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into that certain Airport Lease Agreement
Commercial Operator mistakenly dated March 25, 2002 and effective April 1, 2003 (the "Lease");
and
WHEREAS, Lessor and Lessee wish to correct and amend the Lease as hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. The correct date of execution of the Lease was March 25, 2003 (as more consistent
with the date of acknowledgment stated therein), and the initial paragraph of the Lease is hereby
amended to reflect such correct date.
2. In that the property description within Exhibit A to the Lease contains an error, such
legal description is hereby amended to be and read in its entirety as follows:
All that certain lot, tract, orporcel of land situated in the W ILLIAM NEIL SUFWEY, ABSTRACT NUMBER
970, in the Cityof Denton, Denton County, Texas, and being apart of Lot 1, Block 1 of the SOUTHEAST AIRPORT
ADDITION, an Addition to the City of Denton, Denton County, Texas, as recorded in Cabinet G, Page 295 of the
Plat Records of Denton County, Texas, the subject tract being more particularly described as fdlows:
Beginning for the Southeast corner of the tract being described herein at a capped iron and set
for corner from which a concrete monument found at the Northwest corner of said Addition
bears North 24 degrees 39 minutes 36 seconds West adistance of 1861.31 feel;
THENCE NORTH 88 degree:; 36 minutes 10 seconds West a dslance of 70.00 feel;
THENCE North 01 degrees 23minules 50 sewnds East a distance of 110.08 feet to a capped
iron rod set for the Northwest Corner;
THENCE South 88 degrees 36 minutes 10 seconds East a distance of 70.00 feet to a capped
iron rod set for the Northeast Comer;
THENCE South 01 degrees 23 minutes 50 seconds West a dstance of 110.00 feet back to
the place ofbeginning, and enclosing 0.18 acres of land, more or less.
3. Except as expressly modified and amended hereby, the Lease remains in full force
and effect.
FIRST AMENDMENT TO AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR Page 1
IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Airport
Lease Agreement Commercial Operator as of the date indicated above.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
CITY OF DENTON, TEXAS
BY: of til/~l d
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
CI1
BY
JVC REAL ESTATE, LLC, LESSEE
THE STATE OF TEXAS
COUNTY OF DENTON
is instrument was acknowledged before me on the ~day of June, 2003 by LESSEE.
GAYLE GRUBBS
NOTARY PUBLIC eta
4 tr STATE OF TEXAS
Mp COMM EXP. 3-24-2005 NOTARY UBLIC, STATE OF TEXAS
My Commission
FIRST AMENDMENT TO AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR Page 2