1999-055 O CENO
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AIRPORT
LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND WAYNE ALLEN
CONSTRUCTION, INC TO LEASE CERTAIN PREMISES OF THE MUNICIPAL AIRPORT
FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING OFFICE AND HANGAR
FACILITIES THEREON, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Manager is authorized to execute an airport lease agreement
between the City of Denton, Texas and Wayne Allen Construction, Ine, to lease certmn premises
of the Mumclpal Airport for the purposes of and constructing and malntalmng an office and
hangar facilities thereon, under the terms and conditions contained within this Agreement, which
ts attached hereto and made a part hereof
SECTION II That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the/~J~____~ day of--~,qdd~41~/--- , 1999
J~VlILLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
This lease is made and executed thls/~ day of ~
1999, at Denton, Texas, by and between the City of Dent'on, Texa~/. ·
a municipal corporation, hereinafter referred to as "Lessor",
Wayne Allen Construction, Inc , having his principal offices at
100 North Locust, Suite 1, Denton, Texas 76201, 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 sa~d
a~rport and construct and maintain an a~rcraft 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
I. 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 PRINCIPLES OF OPERATIONS The right to conduct
aeronautical activities for furnishing services to the public is
granted to Lessee sub3ect to Lessee agreeing
1 To furnish said services on a fair, equal and not
un3ustly discriminatory basis to all users thereof, and
2 To charge fair, reasonable and not un3ustly
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-DISCRIMINATION Lessee, for h~mself, 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
Page 1 of 18
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-EXCLUSIVE RIGHT 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 T~tle 49
U S C Appendix §1349
E PUBLIC AREAS
i Lessor reserves the right to further develop or ~mprove
the landing area of the airport as it sees fit,
regardless of the desires or v~ews of Lessee, and
without interference or hindrance
2 Lessor shall be obligated to maintain and keep in good
repair the landing area of the airport and all publicly
owned facilities of the airport, together with the right
to direct and control all activities of Lessee in this
regard
3 During time of war or national emergency, Lessor shall
have the right to lease the landing area or any part
thereof to the United States Government for military or
naval use, and, if such lease is executed, the
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provmszons of th~s mnstrument mnsofar as they are
mncons~stent wmth the provmsmons of the lease to the
Government, shall be suspended
4 Lessor reserves the rmght to take any actmon at
considers necessary to protect the aermal approaches of
the airport agamnst obstruction, together wzth the rmght
to prevent Lessee from erectmng, or permmttmng to be
erected, any building or other structure on or ad]acent
to the amrport whmch, mn the oplnmon of Lessor, would
lmmlt the usefulness or safety of the amrport or
constmtute a hazard to amrcraft or to amrcraft
navmgatmon
5 This Lease shall be subordmnate to the provmsmons of any
exmstzng or future agreement between Lessor and the
Unmted States or agency thereof, relatmve to the
operatmon or mamntenance of the amrport
II. LEASED PRAISES
Lessor, for and mn conslderatmon of the covenants and agree-
ments here~n contamned, to be kept by Lessee, does hereby demise
and lease unto Lessee, and Lessee does hereby hare and take from
Lessor, the followmng described land satuated an Denton County,
Texas
A LAND A tract of land, bemng approxzmately 11,000 square
feet, or 0 253 acres, drawn and outlmned on Attachment "A" as Lot
lA, and legally descrmbed mn Attachment "B," such attachments
bemng ~ncorporated heremn by reference
B A tract of land, being approxmmately 8,800 square feet,
or 0 202 acres, drawn and outlmned on Attachment UA" as Lot lB,
and legally descrabed mn Attachment KB," such attachments being
mncorporated heremn by reference
C Rmght ~ First Refusal to Lease Lot 2 and Lot 4
Provided that,6,,d for so long as Lessee constructs or has u~der
construction a hangar fac~lmty no less than 3,500 square feet on
Lot lA and a hangar facmlmty no less than 2,500 square feet on Lot
lB, and mmprovements thereon, Lessee shall have a rmght of fmrst
refusal on any lease negotiated on that tract of land mdentmfmed
and descrmbed on Attachment nC" as Lot 2 and Lot 4, each measurzng
80 feet by 110 feet, approxmmately 8,800 square feet mn area or a
total of 17,600 square feet
The Lessor shall notify Lessee, mn wr~tmng, of any bonafmde
offer on lease options wmth third partmes on the ~dentmfzed Lot 2
and Lot 4 Lessee shall have thirty (30) days to exercise mts
rzght of flrst refusal on Lot 2 and Lot 4 Terms of the agreement
shall be smmllar to those ~dent~fzed for Lot lB In no event
Page 3 of 18
shall this right of first refusal extend more than two (2) years
past the initial execution of this Agreement
Together with the right of ingress and egress to said proper-
ty, 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 lnvltees For
purposes of this agreement, the term ,,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
C IMPROVEMENTS PROVIDED BY LESSOR NONE There will be no
zmprovements provided by Lessor, except as set forth in Article
II E ~Access to utilities" below
For the purpose of this Agreement, the term "Lessor improve-
ments'' 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 Ail
Lessor improvements must be described in detail above, or above
referenced and attached to this Agreement in an exhibit approved
by Lessor
D IMPROVEMENTS PROVIDED BY LESSEE On Lot lA, Lessee shall
construct a hangar/office facility not less than 3,500 square feet
with tax1way access and appropriate culverts or drainage as
required by City ordinances in the utzllty right of way south and
west of the proposed hangar as well as other improvements as
determined necessary by City ordinances On Lot lB, Lessee shall
also construct a hangar/office facility not less than 2,500 square
feet with similar infrastructure improvements as outlined for Lot
lA above
E EASEMENTS Lessor and Lessee by mutual agreement may
establish, on the leased premises, easements for public access on
roads and taxlways
F ACCESS TO UTILITIES 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 Lessor shall make required sewer l~nes
available to Lessee by October 15, 1999 Sewer lines will be
within one hundred (100) feet of the leased premises Lessee will
be required to connect to said sewer line within slx (6) months of
completion of said sewer line
Page 4 of 18
III. TERM
The term of this Agreement shall be for a period of thirty
(30) years, commencln~ on the 1st day of March, 1999, and continu-
ing through the 28th~ Day of February, 2029 , unless earlier
terminated under the provisions of the Agreement Any attempt by
Lessee to renegotlate 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 renegotlated 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 shall be due and payable in twelve (12)
equal monthly installments in the sum in advance, on or
before the 1'= 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"t day of March
each and every year of this lease
1 3/1/99 $0 06 per square foot minimum yearly rental,
ad3usted annually per paragraph IV C Lot lA and
Lot lB
2a. 3/1/04 The current lease rate (previous year's rental)
will be Increased by an additional $0 09 per
square foot, and then adjusted annually per
paragraph IV C for Lot iA
2b 3/1/04 The current lease rate (previous year's rental)
will be increased by an additional $0 06 per
square foot, and then adjusted annually per
paragraph IV C for Lot lB
3a 3/1/14 The current lease rate (previous year's rental)
will be increased by an additional $0 03 per
square foot, and then adjusted annually per
paragraph IV C for Lot lA
3b 3/1/14 The current lease rate (previous year's rental)
will be increased by an additional $0 02 per
square foot, and then adjusted annually per
paragraph IV C for Lot lB
Notwithstanding the foregoing, the annual lease rental to be
Page 5 of 18
reduced by the current lease rate per square foot, times the
number of square feet comprising all easements established ~n
accordance with Article II(D)
B LESSOR IMPROVEMENTS RENTAL~ NONE There are no Lessor
~mprovements on the leased premises
C PAYMENT~ PENALTY~ ADJUSTMENTS All payments due Lessor
from Lessee shall be made to Lessor at the offices of the Finance
Department of the C~ty of Denton, Accounts Receivable, 215 E
McK~nney, Denton, Texas, unless otherwise deslgnated ~n writing by
the Lessor If payments are not received before or on the 15th, a
f~ve (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 w~ll be
due A one (1) percent charge will be added on the 1st of each
subsequent month until the unpaid rental/fee payment zs made
Failure to pay the rent or penalty amounts on delinquent rent
shall constitute an event of default of th~s lease
The yearly rental for land and improvements herein leased
shall be readjusted at the end of each one (1) year perlod during
the term of this lease on the basis of the proportion that the
then current Un,ted 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 ~s based upon the formulae
set forth zn Sectzon IV A for the land herein leased Each
rental adjustment, if any, shall occur on the 1st day of March,
beginning 2000, and every year thereafter on such date
The adjustments ~n the yearly rent shall be determined by
multIplying the minimum yearly rent as set forth ~n Section IV A
by a fraction, the numerator of which ls the zndex number for the
last month prior to the adjustment, and the denominator of which
· s the ~ndex number applicable at the execution of th~s lease
If the product of th~s multiplication is greater than the m~n~mum
yearly rent as set forth in Section IV A , Lessee shall pay th~s
greater amount as the yearly rent until the time of the next
rental ad]ustment as called for ~n this section If the product
of this multiplication ~s less than the m~nlmum yearly rent of as
set forth in Section IV A , there shall be no adjustment ~n the
annual rent at that t~me, and Lessee shall pay the previous
year's annual rent untzl the t~me of the next rental ad3ustment
as called for in th~s sectlon In no event shall any rental
adjustment called for in th~s section result ~n an annual rent
less than the previous year's annual rent The adjustment shall
be lzmlted so that the annual rental payment determined for any
g~ven year shall not exceed the annual rental payment calculated
for the previous year by more than ten (10) percent
Page 6 of 18
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
d~scontlnued during the term of th~s lease, the remaining rental
adjustments called for in th~s section shall be made using the
formula set forth ~n Subsectlon (a) above, but substituting the
index numbers for the Consumer Price Index-Seasonally Adjusted
U S City Average For Ail 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 th~s section shall be made using the
statistics of the Bureau of Labor Statistics of the Un,ted 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 Un,ted States Department of
Labor ceases to ex~st or ceases to publish statistics concerning
the purchasing power of the consumer dollar during the term of
th~s lease, the remaining rental adjustments called for ~n th~s
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 USE OF LEASED PREMISES Lessee ~s granted the non-
exclusive pravilege to engage in or provide the following
1 Han~ar Leases and Rental The rental or lease of hangars
and hangar space and related fac~l~tles upon the leased
premises
2 Office Space Lease 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 sublessee's 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 ~n this agreement
The use of the leased premises of Lessee, h~s tenants or
sublessees shall be llmlted to only those private, commercial,
retail or ~ndustrlal activities hav~ng to do w~th or related to
airports and aviation No person, bus~ness or corporation may
operate a commercial, retail or ~ndustr~al business upon the
premises of Lessee or upon the Airport without a lease or l~cense
from Lessor authorizing such commercial, retail or industrial
actlvlty The Lessor shall not unreasonably withhold
authorization to conduct aeronautical or related services
Page 7 of 18
B STANDARDS Lessee shall meet or exceed the followang
standards
1 Address Lessee shall file with the Airport Manager and
keep current his ma~l~ng 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 llst of has tenants and sublessees
3 Conduct Lessee shall contractually require h~s
employees and sublessees (and sublessee's lnvltees) to
ab~de by the terms of thas agreement Lessee shall
promptly enforce h~s contractual rights ~n the event of a
default of such covenants
4 Utilities, Taxes and Fees Lessee shall meet all expen-
ses and payments in connectaon with the use of the Premi-
ses and the r~ghts and prlvaleges herein granted,
zncludlng the tamely payment of utllat~es, taxes, permit
fees, lzcense fees and assessments lawfully lev~ed or
assessed
5 Laws Lessee shall comply with all current and future
f-~-~ral, state and local laws, rules and regulatzons
which may apply to the conduct of bus~ness contemplated,
znclud~ng rules, regulations and ordanances promulgated
by Lessor, and Lessee shall keep an effect and post in a
promanent place all necessary and/or required lacenses or
permits
6 Maintenance of Property Lessee shall be responsible for
the maintenance, repair and upkeep of all property,
buildings, structures and improvements, ~ncludlng the
mowing or elimination of grass and other vegetation on
the Premises, and shall keep saad Premises neat, clean
and in respectable condition, free from any objectionable
matter or thing Lessee agrees not to utal~ze or permit
others to utilize areas on the leased premases whach are
located on the outside of any hangar or bualdlng for the
storage of wrecked or permanently d~sabled aircraft,
aircraft parts, automobiles, vehicles of any type, or any
other equipment or ~tems which would d~stract 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 Pamntln~ of Buald~n~s During the orlganal term of th~s
Lease and during each extension, Lessor shall have the
right to requlre, not more than once every flve years,
that the metal exterior of hangar(s) or building(s)
located on the premises be reviewed by the A~rport
Page 8 of 18
Advisory Board for the purpose of determining whether
painting of the exteriors of such buildings or hangars ~s
necessary If the A~rport Advisory Board determines
painting ~s necessary, ~t 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 ~n which the hangar(s)
or building(s) are to be painted, ~f needed ) Lessee
shall complete the painting ~n accordance with such
specifications w~thln one (1) year of receipt of notice
from lessor Lessee agrees to pay all costs and expense
~nvolved ~n the hangar or building painting process
Failure of Lessee to complete the painting required by
Lessor's Clty Council w~th~n one (1) year per~od shall
constitute Lessee's default under this Lease
8 Unauthorized 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 ~ndustr~al, commercial or retail purposes, except
as authorized herein
9 Dwellings It ~s expressly understood and agreed that no
permanent dwelling or domicile may be built, moved to or
establlshed on or w~thln the leased premises nor may
lessee, his tenants, lnv~tees, or guests be permItted to
reslde or remain as a resident on or w~thln the leased
premises or other a~rport premises
10. Qult Possession Lessee shall quit possession of all
premises leased here~n at the end of the primary term of
th~s 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 Harmless Lessee shall ~ndemn~fy and hold harmless
Lessor from and against all loss and damages, ~nclud~ng
death, personal ln]ury, loss of property or other
damages, arising or resulting from the operation of
Lessee's business ~n 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 palnt
products, and to comply with all Local, State and Federal
regulatlons governing the storage, handling or disposal
of such chemicals and paints
Page 9 of 18
13 Hazardous Activities Should Lessee violate any law,
rule, restriction or regulation of the City of Denton or
the Federal Aviation Admln~strat~on, or should the Lessee
engage ~n or permit other persons or agents to engage in
activities which could produce hazards or obstruction to
air navigation, obstructions to visibility or
~nterference w~th any a~rcraft navigational aid station
or device, whether a~rborne or on the ground, then Lessor
shall state such violation in writing and deliver written
not,ce 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 v~olatlon(s) cease
and desist from all such activity creating the
vlolat~on(s) In such event, Lessor shall have the right
to demand that corrective action, as required, be
commenced immediately to restore the leased premises ~nto
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)
fall to cease and desist from said violation(s) and to
~mmed~ately commence correcting the violation(s), and to
complete sa~d corrections within twenty-four (24) hours
following written not~f~catlon, 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
D SIGNS During the term of this Agreement, Lessee shall
have theft, at its own expense, to place in or on the leased
Premzses signs Identifying Lessee Said signs shall be of a size,
shape and design, and at a location or locations, approved by the
Lessor and ~n conformance with any overall d~rect~onal graphics or
sign program established by Lessor for the Airport Lessor's
approval shall not be withheld unreasonably Sa~d s~gns 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 1ts
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 ENJOYMENT 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 r~ghts and privileges here~n granted,
Page 10 of 18
B COMPLIANCE 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 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 ls 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 AND TAXIWAYS That because of the present sixty
thousand (60,000) pound continuous use weight bearing capacity of
the runway and certain taxlways of the Airport, Lessee herein
agrees to limit all aeronautical activity including landing, take-
off and taxiing, to aircraft having an actual weight, including
the wezght of Its fuel, of sixty thousand (60,000) pounds until
such time that the runway and designated taxlways on the Airport
have been improved to handle aircraft of such excessive weights
Additionally, the weight bearing capacity of the access taxlway
adjacent to Lot lA is 30,000 pounds or less and the access taxlway
adjacent to Lot lB is 15,000 pounds or less 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
lnvltees, but shall not include those activities over which it has
no sollcltory 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
sub3ect Lessee to liability for any damages to the Airport that
might result
VIII. LEASEHOLD IMPROVEMENTS
A REQUIREMENTS Before commencing the construction of any
improvements upon the premises, Lessee shall submit
Page 11 of 18
1 Documentation, specifications, or design work, to be
approved by the Lessor, which shall establish that the
amprovements to be built or constructed upon the leased
premises are ~n conformance w~th the overall saze, shape,
color, quality and desagn, in appearance and structure of
the program established by Lessor on the A~rport
2 All plans and speclf~cataons showing the locataon upon
the premises of the proposed construction,
3 The estimated cost of such construction
No construction may commence until Lessor, acting by ~ts C~ty
Council, has approved the plans and specifications and the
location of the ~mprovements, the estimated costs of such
construction and the agreed estimated l~fe of the building or
structure Approval by the C~ty Council shall not be unreasonably
w~thheld, should the Council fall to deny Lessee's plans and
spec~f~cataons w~th~n saxty (60) days of submission thereof to the
Council, such plans and specifications shall be deemed approved
Documentary evidence of the actual cost of construction on public
areas only (such as tax,ways) shall be delivered by Lessee to
Lessor's C~ty Manager from t~me to t~me as such costs are pa~d by
Lessee, and Lessor's Clty Manager is hereby authorized to endorse
upon a copy of this lease f~led w~th the C~ty Secretary of Lessor
such actual amounts as he shall have found to have been paad by
Lessee, and the fandangs of the Caty Manager when endorsed by ham
upon saad contract shall be conclusive upon all part~es for all
purposes of th~s agreement
B ADDITIONAL CONSTRUCTION OR IMPROVEMENTS Lessee ~s
hereby authorized to construct upon the land herein leased, at bls
own cost and expense, buildings, hangars, and structures, that
Lessor and Lessee mutually agree are necessary for use ~n
connection w~th the operations authorized by th~s lease, provided
however, before commencing the construction of any ~mprovements
upon the premmses, Lessee shall submzt plans and specifications
for approval by Lessor as specified an Article VIII A , above
C OWNERSHIP OF IMPROVEMENTS All buildings and ~mprovements
constructed upon the premises by Lessee shall remain the property
of Lessee unless sa~d property becomes the property of Lessor
under the following condzt~ons, terms and provzslons
1 Removal of Buzldan~s No building or permanent f~xture
may be removed from the premises
2 Assumption All bulld~ngs and ~mprovements of whatever
nature rema~nlng upon the leased premises at the end of
the primary term, or any extension thereof, of th~s lease
shall automatlcally become the property of Lessor
Page 12 of 18
absolutely in fee without any cost to Lessor
3 Bulldln~ L1fe It is agreed that the life of the
building to be constructed by Lessee on the property
here~n leased is thirty (30) years
4 Cancellatlon Should th~s lease be cancelled for any
reason before the end of the thirty (30) year expected
building l~fe, it is especially understood and agreed
that Lessor reserves the right to purchase all bu~ldlngs,
structures and ~mproYements then existing upon the
premises by tenderlng to Lessee one thirtieth (1/30) of
the undepreclated value of such building for each year
rema~nlng on the agreed life of such building The
undeprec~ated value of all improvements is to be
determined by hav~ng such improvements appraised by three
appraisers, one appointed by Lessor, one appointed by
Lessee and one appolnted 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 ~n sa~d hangar,
structure, building or improvement shall, upon default of
Lessee~s obligations to said mortgagee, have the right to enter
upon said leased premlses and operate or manage sa~d hangar,
structure, building or improvement according to the terms of this
Agreement, for a per~od not to exceed the term of the mortgage
w~th Lessee, or until the loan ~s 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 r~ght of the mortgagee
referred to herein is l~m~ted and restricted to those
improvements constructed with funds borrowed from mortgagee,
those improvements purchased with the borrowed funds, and those
~mprovements pledged to secure the ref~nanclng of the
improvements
B Lessee shall have the right to place a first mortgage
lien upon the leasehold ~n 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
a~rport property or for the construction of public facilities on
the Airport However, any such easements shall not interfere w~th
Lessee~s use of the leased premlses and Lessor shall restore the
property to original condlt~on upon the installation of any
Page 13 of 18
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
XI. ASSIGNMENT OF LEASE
Lessee expressly covenants that it will not assign th~s 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 t~e-down space,
without the written consent of Lessor Lessor agrees that ~t w~ll
not unreasonably withhold 1ts 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, l~cense, 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
XiI. INSURANCE
A REQUIRED INSURANCE Lessee shall maintain continuously
in effect at all times during the term of this agreement, at
Lessee~s expense, the follow2ng insurance coverage
1 Comprehensive general liability covering the leased
premises, the Lessee or ~ts company, its personnel, and
· ts operations on the airport
2 Aircraft liability to cover all flight operations of
Lessee
3 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 In3ury and Property Damage
One Million Dollars ($1,000,000) combined single limits
on a per occurrence basis
5 Ail policies shall name the City of Denton as an
additional named insured and provide for a minimum of
thirty (30) days written notice to the City prior to the
Page 14 of 18
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 thls lease, Lessor here~n reserves the
right to adjust or lncrease the l~abll~ty insurance amounts
required of the Lessee, and to require any additional rider,
provisions, or cert~flcates of ~nsurance, and Lessee hereby agrees
to provide any such lnsurance requirements as may be requlred by
Lessor, provided however, that any requirements shall be commensu-
rate wlth ~nsurance requzrements at other public use airports
similar to the Denton Municipal Airport ~n size and ~n scope of
aviation actlv~t~es, located ~n the southwestern region of the
United States Lessee herein agrees to comply with all increased
or adjusted lnsurance requirements that may be requlred by the
Lessor throughout the orlglnal or extended term of thls lease,
including types of insurance and monetary amounts or limits of
· nsurance, and to comply w~th sa~d insurance requirements w~thln
sixty (60) days following the receipt of a not~ce ~n writing from
Lessor stating the zncreased or adjusted ~nsurance requirements
Lessee shall have the rzght to maintain ~n force both types of
insurance and amounts of insurance which exceed Lessor's mlnlmum
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 southwestern region of the
Un,ted States of America, then in such event, Lessor shall have
the right to require that Lessee maintain in force types of
· nsurance and/or amount of insurance as specified by State law
Failure of Lessee to comply w~th the minimum specified amounts
or types of insurance as requlred by Lessor shall constitute
Lessee's default of this Lease
XIII. CANCELLATION BY LESSOR
In the event that Lessee shall file a voluntary petition in
bankrugtcy or proceedings in bankruptcy shall be instituted
against ~t and Lessee thereafter ~s ad~udlcated bankrupt pursuant
to such proceedings, or any court shall take jurisdiction of
Lessee and 1ts assets pursuant to proceedings brought under the
provisions of any Federal reorganization act, or Lessee shall be
divested of 1ts estate herein by other operation of law, or Lessee
shall fall 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
Page 15 of 18
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 C 4 (Cancellation)
hereof
XIV. CANCELLATION BY LESSEE
Lessee may cancel this Agreement, in whole or part, and termi-
nate all or any of its obligations hereunder at any time, by
thirty (30) days written notice, upon or after the happening of
any one of the following events (1) issuance by any court of
competent jurisdiction of a permanent in]unction 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 sa~d premises and facilities
continuing for a longer period than n~nety (90) days due to any
law or any order, rule or regulation of any appropriate
governmental authority hav~ng 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
sa~d 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 avlatlon 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 ENTIRE AGREEMENT This Agreement constitutes the entire
understanding between the parties and as of 1ts 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 BINDING EFFECT All covenants, stipulations and agree-
ments herein shall extend to, bind and inure to the benefit of the
legal representatives, successors and assigns of the respective
parties hereto
C SEVERABILITY If a provision hereof shall be finally
declared void or illegal by any court or administrative agency
Page 16 of 18
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 NOTICE Any not~ce given by one party to the other in
connectzon ~-~h th~s agreement shall be in writing and shall be
sent by registered mall, return receipt requested, wlth postage
and registration fees prepaid as follows
1 If to Lessor, addressed to
City Manager
City of Denton
215 E McKlnney Street
Denton, Texas 76201
2 If to Lessee, addressed to
Mr Wayne Allen
Wayne Allen Construction, Inc
100 North Locust, Suite 1
Denton, TX 76201
Notices shall be deemed to have been received on the date of
receipt as shown on the return receipt
E HEADINGS The headings used ~n this Agreement are
· ntended--~ convenlence of reference only and do not define or
limit the scope or meanlng of any provision of this Agreement
F GOVERNING LAW This Agreement ~s to be construed in
accordance with the laws of the State of Texas
G MEDIATION The part~es may agree to settle any disputes
under this lease by submzttlng the dispute to mediation or other
means of alternate dispute resolution No mediation or alternate
dispute resolution, arlsmng out of or relating to thls lease,
involving one party's disagreement may include the other party to
the disagreement without the other's approval
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
walver of any subsequent default or breach of the same or any
other covenant or term of th~s Agreement
I INDEPENDENT CONTRACTOR During all times that this Lease
· s ~n effect, the parties agree that Lessee is and shall be deemed
to be an independent contractor and operator and not an 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 ~ndependent contractor and bt is mutually agreed that
nothlng contained here~n shall be deemed or construed to
Page 17 of 18
constitute a partnership or joint venture between the part~es
IN WITNESS WHEREOF, the part~es have executed th~s Agreement
as of the day and year f~rst above written
CITY OF DENTON, TEXAS
LESSOR
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
LESSEE
PRESIDENT & TREASURER
THE STATE OF TEXAS §
COUNTY OF DENTON §
lnstrument was acknowledged before me on the ~/C~day of
~c~ , 1999 by LESSEE
Page 18 of 18
ATTACHMENT "A"
/
-'~- - ~- --"~' - ~7- ,.~ ~,,~ 888'30,0 Esooo ..,'"~'~"" ~-_ __~ -
I
I LOT 3
I
LOT lA ~ LOT lB
I
ms,c..
ATTACHMENT "B"
I)F,~( lllP I
Lt)l IA
AIl thai e~nln t~oI of I~nd ~lluat~l In ll~e ~lllt~m H~II ~'~y. Ah~l~I ~ ~70, City of Denlon~
Addition !o die Cily of Dent6n, De,lion Co~mly, I e~.~ ~ ~e~O~d~(I in ('~l~iuel (l, P~e ~9~ of Ihe
~ I
rollowa
B~OINNING for dm ~oull~e~l comes ~fflhe hnel being described Impel.
r.d .el, flum wl,loh. ~nmele n mm,,,ent ro.,,d al Ihe Northwest c,~mer
Hoflh 09 De~ees 41 ~nult~ I~ ~e~nd~ We~l n di~l~ne~ of 1701 91
ll~NCE Norlh 01 Degree, 21 Mlnules 50 Sece.d~ l'.sl a dhla.ce of
~pped bon tod scl for
I11ENCE ~oull~ 88 De~ees 36 Minme~ 10 ~omh ~sl. dial.nee or 100 00 feet to. %"
c~pp~ I~o,, rod scl R~
II~NCE 8otJll~ 01 Degrees 23 Mlnule~ s0 Seoond~ We~! a d~l~,toe ol 110 00 r~l Io a ~.~"
capped ho. ~od sel For ~mer,
~]~NCB Notlh ~B Degrees t6 Mlnule~ 10 ~o~tds Wesl a dlslan~
PLACE OF UBOINNIHO a.d enclosing 0 25 .eres of I~,,d more or les.
DE$CRIP rlON
0 20 ACRF
LOT lB
All II ,al collaln Iract of land ellualed .1 rite William Nell Survey, Abstract ti 9/'0, City of Denton, Denlon
County, Texas and being a pad of Lol '1, Block 1 of $oulhea$l Alrpod Addlllon, an Addition Io Ihs City
of Denton, Denton Counly, Texas as recorded In Cabinet O, Page 2g§ gl the Hal Records of Denlon
Counly, Texas, Ihs subject tracl being more perbculerly described ae follows,
D['GIl',ININO~for the Soulhwest comer of the Irecl being described herein al a ½" capped iron rod set
for corner from which e concrete monument found at the Nodhwesl comer of ee~d Addition bears North
12 Degrees F:~ Minutes 52 Seconds Wesl a dlelance of 1125 93 loot
fl IENCE North 01 Degree 23 M~nules 50 Seconds East a dislance of 1 i0 O0 feel Io a W' capped iron
rod set for comer,
I'l IENCE South 08 Degrees 36 Minutes 10 Seconds Easl a dmlance of 80 O0 feet Io a s,V' cappoJ ,,on
rod Scl for corner,
]HE NCE South 01 Degree 23 Minute 50 Second West a dmlance o! 110 O0 foot to a ½" capped iron
rod set for corner,
]'11ENCE N0dh 88 Degrees 36 M~nutes 10 Seconds West a distance of 80 00 feel to the PLACE OF
BEGINNING and enclosing 0 20 of an acre of lend more or less