CITY OF DENTON MEETING NOTICE AND AGENDA ADVISORY BOARD

Wednesday, April 11, 2018, 5:30 p.m. Denton Enterprise Airport Terminal Meeting Room 5000 Airport Road, Denton,

AIRPORT ADVISORY BOARD Robert Tickner, Chairman Sandra Chandler Robert Ismert, Vice Chairman Micah Hope Martin Mainja Ed Ahrens Pete Lane

After determining that a quorum is present, the Airport Advisory Board of the City of Denton, Texas will convene in a Regular Meeting during which the following items will be considered:

PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” Presentations from Members of the Public Citizens may complete one Request to Speak “Public Comment” card per night for the “Presentation from Member of the Public” part of the meeting and submit it to the Airport Staff. Presentation from Members of the Public time is reserved for citizen comment regarding non-agendized items. No official action can be taken on these items. Presentation from Members of the Public is limited to five speakers per meeting with each speaker allowed a maximum of three (3) minutes.

Airport Manager’s Report The public body may not propose, discuss, deliberate or take legal action on any matter in the summary unless the specific matter is properly noticed for legal action.

Under Section 551.042 of the Texas open meetings act, response to citizen comments during the Public Comment time is limited to response to inquiries from the Airport Advisory Board or the public with specific factual information or recitation of policy, or accepting a proposal to place the matter on the agenda for an upcoming meeting AND under Section 551.0415 of the Texas Open Meetings Act, staff and board members may provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after posting of the agenda.

1 Airport Advisory Board April 11 2018 Agenda Page 2 of 3

REGULAR AGENDA

How the Regular Agenda Works: The Board takes a separate action on each item on the Regular Agenda. Any citizen wishing to address the Board regarding any or all items on the Regular Agenda, should complete a Request to Speak “Public Comment” card for each topic you wish to address and submit it to Airport Staff. Speakers will be given three (3) minutes to speak per item. Additional time may be granted to speakers representing two or more persons. Cards for designated speakers and the person they represent must be submitted together. Comment cards must be submitted before public testimony has begun on any Regular Agenda or Public Hearing item.

1. Discussion and possible action to approve the Airport Advisory Board meeting minutes of March 14, 2018. Staff contact: Scott T. Gray, Airport Manager, 940-349-7744, [email protected]

2. Receive information from staff and discuss the Economic Development Quarterly Update. Staff contact: Michelle Cunningham, Business Development Officer, 940-349-7771, [email protected]

3. Receive information from staff and discuss the First Quarterly Financial Report for Fiscal Year 2017-2018 Staff contact: Scott T. Gray, Airport Manager, 940-349-7744, [email protected]

4. Receive information from staff and discuss the Development of Airport Guiding Documents Staff contact: Scott T. Gray, Airport Manager, 940-349-7744, [email protected]

5. Receive information from staff and discuss the Draft Airport Appraisal Report Staff contact: Scott T. Gray, Airport Manager, 940-349-7744, [email protected]

6. Receive information from staff and discuss the Monthly Operations Report – March 2018 Staff contact: Chase Patterson, Operations Coordinator, 940-349-7736, [email protected]

7. Receive information from staff and discuss the Monthly Construction Report Staff contact: Chase Patterson, Operations Coordinator, 940-349-7739, [email protected]

8. Receive information from staff and discuss the Council Airport Committee and/or City Council aviation-related items. Staff contact: Scott T. Gray, Airport Manager, 940-349-7744, [email protected]

9. Discussion and possible action to modify the Airport Advisory Board Meeting Schedule. Staff contact: Julie Mullins, Administrative Assistant, 940-349-7736, [email protected]

10. Discussion and possible action to add Board Member requested item on a future agenda. Staff contact: Scott T. Gray, Airport Manager, 940-349-7744, [email protected]

2 Airport Advisory Board April 11 2018 Agenda Page 3 of 3

Adjournment

NOTE: The Airport Advisory Board reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, including without limitation, Sections 551.071-551.086 of the Texas Open Meetings Act, or as otherwise allowed by law.

CERTIFICATE

I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the ___ day of April, 2018 at ______o'clock (a.m.) (p.m.).

______JENNIFER WALTERS, CITY SECRETARY

THE CITY OF DENTON AIRPORT TERMINAL BUILDING IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY’S OFFICE AT 349-8309 OR USE TELECOMMUNICATION DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY’S OFFICE.

3 Agenda Item No.: 1 AIRPORT ADVISORY BOARD ACTION REPORT Meeting Date: April 11, 2018

Discussion and possible action to Staff Contact: Scott T. Gray, approve the Airport Advisory Board Airport Manager meeting minutes of March 14, 2018 Phone No.: (940) 349-7744

ACTION

Discussion and possible action to approve the Airport Advisory Board meeting minutes of March 14, 2018.

Attachment(s): 1. Airport Advisory Board meeting minutes of March 14, 2018.

Action Taken:

4 DRAFT MINUTES AIRPORT ADVISORY BOARD MARCH 14, 2018

After determining that a quorum is present, the Airport Advisory Board of the City of Denton, Texas will convene in a Regular Schedule Meeting Wednesday, March 14, 2018 at 5:30 p.m. in the Airport Terminal Building Meeting Room at 5000 Airport Road, Denton, Texas, during which the following items were considered:

AIRPORT ADVISORY BOARD IN ATTENDANCE: Chairman Bob Tickner, Vice Chairman Robert Ismert, Martin Mainja, Sandra Chandler, Micah Hope, and Ed Ahrens.

BOARD MEMBERS ABSENT: Pete Lane excused.

STAFF MEMBERS PRESENT: Scott Gray, Airport Manager; Chase Patterson, Airport Operations/Maintenance Supervisor; Trey Lansford, Deputy City Attorney and Julie Mullins, Administrative Assistant and acting Recording Secretary.

PUBLIC PRESENT: None

Presentations from Members of the Public:

There were no citizen comments for this agenda.

Airport Manager’s Report:

Gray informed the Board the staff changes at the Airport. Chase Patterson is now the Supervisor over Maintenance and Operations. Gray handed out an organizational chart for the Board members to see. Gray stated there was a position in maintenance that moved to operations and this position is now posted and will close tonight.

Gray stated Airport staff has started the process for FY 2018-2019 Budget.

Approval of Minutes:

Tickner stated his name was misspelled on page 5; last paragraph of item one.

Mainja made a motion to approve the minutes from February 14, 2018 as amended. Hope seconded the motion. Motion carried unanimously with a vote of (6-0).

REGULAR AGENDA

1. Review the 2015 Airport Master Plan PowerPoint Presentation.

Gray presented the 2015 Airport Master Plan Presentation.

5 Airport Advisory Board March 14, 2018 Page 2 of 3

A number of prior planning efforts, were accomplished, including 2003 Airport Master Plan, 2008 Environmental Assessment for 18-36 and Taxiway Extension, 2008 Airport Layout Plan, 2010 Airport Business Plan, 2011 Forecast and Capacity Study, and the 2015 Master Plan.

The Master Plan started in 2012 and was completed in 2015. The forecast prior based aircraft and operations through 2023 were updated. The preferred alternative included the parallel runway and associated landside development.

2. Discussion and possible action to prepare a RFP for the purposes of soliciting for an Airshow vendor.

Gray stated this item is for discussion and possible action to prepare a RFP for a vendor for an Airshow.

Chandler stated to wait and bring this item back in June for discussion, the Airport will be under construction the rest of this year for the West Side Runway. Mainja agreed with Chandler with waiting, and with the FBO not supportive, by 2020 the FBO might be on board.

Gray stated with US Jet working on their business model for their FBO and remodeling the offices would not be a good time to bring up an airshow.

Ahler suggested to have an open house instead of an Airshow.

Tickner inquired as to what does an RFP looks like? Gray stated, he has two example RFP’s from different cities. Tickner stated the Air Boss can handle the airshow itself, but if the Committee doesn’t handle it correctly, everyone thinks it would be the airport’s fault.

Mainja made a motion to complete an RFP for an Airshow for the year 2020. Chandler seconded the motion. Motion carried with a vote of 6-0.

Gray stated he would visit with the FBO to see if they would be comfortable having an airshow in the year 2020. Gray further stated that he would discuss moving forward with City Management.

3. Monthly Operations Report – February 2018.

Patterson stated operations are down 15%, but 3% up for calendar year 2018. Fueling is up 16% in January and 4% down for fiscal year 2017-2018. Patterson indicated that no alerts or incidents occurred and there were some typical wildlife sightings.

4. Monthly Construction Report – February 2018. Patterson stated Schweizer Road and Taxiway Papa sewer line RFP will close on March 29 and a committee will pick a construction company. Patterson stated all runway and taxiway lighting has been updated. Staff is continuing updates on signage.

6 Airport Advisory Board March 14, 2018 Page 3 of 3

Westside Runway project was projected to start in May/June timeframe. Gray gave an update on the Westside Runway process with TxDOT and FAA, and indicated that the Environmental Assessment has been sent to TxDOT and FAA. Tickner stated, are the leases moving forward on lots for perspective tenants. Gray stated no Development Proposals have gone to the Development Review Committee yet. 5. Council Airport Committee aviation-related items.

Gray indicated there were no new items moving forward. The Council Airport Committee was canceled for the month of March and will be rescheduled the first part of April.

6. Discussion and possible action to modify the Airport Advisory Board Meeting Schedule.

No changes to the meeting schedule were provided.

7. Discussion and possible action to add Board Member requested item on a future agenda.

Gray stated the Economic Development update and First Quarterly Financial Report will be added to next month agenda.

8. The meeting was adjourned at: 7:17 p.m.

______Bob Tickner Chairman

______Julie Mullins Recording Secretary

7 Agenda Item No.: 2 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: April 11, 2018

Receive information from staff and Staff Contact: Michelle discuss the Economic Development Cunningham, Business Quarterly Update Development Officer

Phone No.: (940) 349-7771

INFORMATION Receive information from staff and discuss the Economic Development Quarterly Update

BACKGROUND The airport and its businesses are a leading asset to the City of Denton, and supporting the success of DTO and aviation-related businesses is critical to economic development efforts. Economic Development Department staff provided an overview of their DTO support efforts at the Airport Board’s May 10, 2017 meeting and were requested to provide quarterly updates.

• Discussion continues with Denton ISD, NCTC, and TWU regarding the addition of aviation industry- related certifications and degree programs. However, this has been largely eclipsed by work to potentially locate and fund an industrial training facility in Denton to provide skilled trades programs that would attract aviation-related and other targeted manufacturing to locate in Denton.

• DTO capabilities are promoted in all Economic Development Department responses to requests for proposal by industry site selectors and companies considering location and expansion sites in Denton. City Economic Development staff have responded to five aviation-industry related requests for proposal during the current FY to date; one requiring runway access.

• The recently passed Investment in Opportunity Act federal tax program intends to draw private capital used for development back into distressed communities by providing tax advantages to investors. State Governors may nominate 25% of their state’s total census tracts meeting certain poverty criteria for this designation. Economic Development prepared submission of the DTO census tract for this designation as a potential advantage for attracting development funding. Prior to the submission opportunity, Governor Abbott changed course to instead use state demographer data to make his nomination selections rather than consider submissions. DTO’s tract was not selected for nomination.

• Every two years, City Council must adopt the “Denton Policy for Tax Abatements and Incentives”, providing an opportunity to amend and improve upon the existing policy. The cumbersome aspects of the existing stand-alone Aircraft Incentive Policy were addressed by not re-adopting the stand-alone policy. Instead, a “Based Aircraft Incentive” section was added to the City’s overall abatement and incentive policy adopted for the April 5, 2018-April 5, 2020 timeframe. The section appears on page 9, item D of the attached new incentive policy.

Attachment(s): 1. 2018 City of Denton Incentive Policy

8 RESOLUTION NO. 18- 148

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, AMENDING A POLICY FOR TAX ABATEMENT FOR THE CITY OF DENTON TO ESTABLISH POLICIES, GUIDELINES AND CRITERIA GOVERNING TAX ABATEMENTS AND INCENTIVES WHICH WILL BE KNOWN AS " DENTON POLICY FOR TAX ABATEMENTS AND INCENTIVES"; REPEALING RESOLUTION R2015- 042; AND DECLARING AN EFFECTIVE DATE.

WHEREAS, on June 6, 2000, the City Council approved guidelines and criteria, lcnown as the Denton Policy for Tax Abatement (" Policy"), by passing Resolution No. R2000- 28; and

WHEREAS, on May 1, 2001, the City Council amended the Policy to allow waiver of the five million dollar threshold and the maximum tax abatement percentage; to define professional positions; and, to make other changes as set forth in the amended Policy; and

WHEREAS, the Texas Tax Code requires the tax abatement policies be adopted every two years;

WHEREAS, on August 19, 2003, the City Council amended and adopted the Policy; and

WHEREAS, on December 6, 2005, the City Council amended and adopted the Policy; and

WHEREAS, on December 5, 2008, the City Council adopted the Policy; and

WHEREAS, on Apri120, 2010, the City Council amended and adopted the Policy; and

WHEREAS, on April 17, 2012, the City Council amended and adopted the Policy; and

WHEREAS, on May 6, 2014, the City Council amended and adopted the Policy; and

WHEREAS, on November 3, 2015, the City Council adopted Resolution R2015- 042 approving a policy specifically for aircraft tax abatement and establishing guidelines and criteria governing such agreements; and

WHEREAS, on April 5, 2016, the City Council amended and adopted the Policy; and

WHEREAS, the Policy expires on Apri15, 2018; and

WHEREAS, the City Council desires to promote economic development within Denton; and

WHEREAS, providing tax abatements and incentives within the City or its extraterritorial jurisdiction will likely contribute to the economic development of Denton by encouraging major investment, the creation of jobs, and other economic development benefts; and

WHEREAS, the Property Development and Tax Abatement Act, Chapter 312, Texas Tax Code, allows the City to establish its own criteria for tax abatements which the City had previously adopted guidelines for tax abatement by passing Resolution Nos. R90- 18, R98- 004, R2000- 028,

9 R2001- 020, R2003- 021, R2005- 057, R2008- 003, R2010- 009, R2012- 009, R2014- 016, R2015- 042, and R2016- 009; and

WHEREAS, the City Council deems it in the public interest to repeal Resolution R2015- 042 approving a policy specifically for aircraft tax abatement and instead address such cases under the Policy; and

WHEREAS, the City Council deems it in the public interest to continue to be eligible for participation in tax abatements and incentives and to adopt policies, guidelines, and criteria for tax abatement and incentives which will be known collectively as the " Denton Policy for Tax Abatements and Incentives"; NOW, THEREFORE,

THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:

SECTION 1. The policies, guidelines, and criteria, set forth in the attached as Exhibit which is made a part of this Resolution and incorporated herein for all purposes, is approved, and adopted and shall be known as the " Denton Policy for Tax Abatements and Incentives".

SECTION 2. From and after the effective date of this Resolution, the attached Denton Policy for Tax Abatements and Incentives shall constitute the policies, guidelines and criteria for tax abatement and other incentive agreements for the City of Denton in accordance with Chapter 312 of the Texas Tax Code.

SECTION 3. Resolution R2015- 042 is hereby repealed.

SECTION 4. Pursuant to Texas Tax Code Section 312. 002( c), the Denton Policy for Tax Abatements and Incentives approved herein shall be effective for two ( 2) years from the date of approval of this Resolution, during which time may be amended or repealed by a vote of 3/4 of the members of the Council.

SECTION 5. The City Council reasserts its decision to become eligible to participate in tax abatement and other incentives. The City Council provides certain tax abatements and incentives applicable to business enterprises in various reinvestment zones which are established in the City in accordance with the applicable provisions of Chapter 312 of the Texas Tax Code and in accordance with the Denton Policy for Tax Abatements and Incentives.

SECTION 6. The Denton Policy for Tax Abatements and Incentives shall be filed in the official records with the City Secretary.

SECTION 7. This resolution shall become effective immediately upon its passage and approval.

PASSED AND APPROVED this the """_ day of ' f " y ' 2018.

a ° '

CHRIS WATTS, MAYOR

10 ATTEST: JENNIFER WALTERS, CITY SECRETARY

AS " I) LEGAL FORM: I C)' C LEAL, CITY ATTORNEY

Tyw

BY: _ , ....

11 EXHIBIT A

1',

1 .

A. Denton' s central location on the I- 35 transportation corridor, educated population, skilled workforce, and friendly business clirnate make it a natural place for business and industry success. As the county seat of Denton County, Denton is a well- established city that is currently enjoying rapid growth as companies and individuals are drawn to the opportunities found here. The provisions of this policy apply in the city limits of the City of Denton, Texas, City) and any applicable extraterritorial jurisdiction of the City.

B. The City is cornmitted to promoting economic growth and redevelopment that expands and diversifes the tax base; creates quality jobs; enhances the quality of life for residents; protects human health and the environment, and secures new customers for rnunicipal utilities. The City is a national model for public power through Denton Municipal Electric, which currently incorporates at least 40 percent renewable energy into its portfolio and has committed to obtaining 100% renewable energy by 2020. Local economic development incentives serve as a tool for the City to use in accomplishing these objectives. To provide a framework for the consideration of the use of public resources to stimulate economic activity, the City has established this policy to align the use of incentives with the City' s strategic key focus areas and ensure a positive return on investment for the community, Tax incentives, as described herein, are governed by Section 312 of the Texas Property Tax Code and Chapter 380 of the Texas Local Government Code.

C. While this policy is used to outline the procedures and criteria for granting incentives, nothing in this document implies that the City is under any obligation to provide an incentive to any applicant. Further, though this policy provides a framework for evaluation of incentive applications, every project will be considered on a case- by- case basis by the Economic Development Partnership Board ( EDPB) and the City Council. Incentives will not be considered if a building permit for new construction has been issued, a permit for commercial alterations has been issued, or purchase of an existing building has been executed excluding existing businesses seeking to expand).

D. The City has target industry sectors for recruitment that will be given priority consideration: aviation/ aerospace; advanced manufacturing; renewable energy; research and development; information technology; supply chain for existing primary employers, and significant consumers of municipal utilities. While these sectors will be given priority consideration, not being in a target industry does not disqualify a business from applying for an incentive if it meets other requirements under the policy.

E. Priority consideration may also be given for projects that further the following City economic goals and objectives: Promoting business and community investment Expanding and diversifying the tax base Promoting public-private partnerships in investment Increasing jobs with wages above Denton County' s median wage

l

12 Increasing the percentage ofjobs paying $ 75, 000 per year or more from 10 to 14 percent by 2020 Encouraging higher- skilled and knowledge- based jobs Causing inf ll redevelopment to reduce urban sprawl or to encourage other desirable development Encouraging start- up and small businesses to promote entrepreneurship and innovation Generating new customers for municipal utilities Engaging in sustainable practices or activities

F. Only retail projects ( retail stores, restaurants, shopping centers, or malls) that offer unique goods, services, or a brand that is not currently offered in the Denton city limits may be considered for incentives. This consideration is designed to help address unmet demand and minimize retail leakage from the City into the surrounding trade area. A minimum of $15 million in annual taxable sales generated is required in order to be eligible for consideration of a rebate of sales taxes. The City may rebate a portion of the sales taxes generated not to exceed 50% of the sales tax receipts.

G. This policy is adopted under the authority of the Constitution and Laws of the State of Texas and the City Charter of the City of Denton, Texas.

H. Applicants requesting incentives in Denton will be considered under the provisions of this policy. Projects are evaluated with regard to their return on investment and public benefit. This could include addition of ad valorem tax value, sales tax, quality jobs, or other significant public benefit.

I. Every incentive agreement the City enters into is an investment for the public benefit, and each project is considered with regard to its merit to the community at large. Performance measures will be established for each project, and annual compliance reporting must be completed by incentive recipients prior to receipt of incentives.

J. Projects that do not meet performance measures are subject to recapture of a portion or all of the incentive value. Should an incentive recipient fail to meet performance measures and to perform under the prescribed cures, incentives are subject to repayment to the City of Denton.

K. The Denton County Tax Abatement Policy states that applicants whose projects will be located in or are currently located in a municipality within the county must have an approved and executed Tax Abatement Agreement with that municipality prior to applying for a Denton County tax abatement. Denton County will not utilize Chapter 381 of the Texas Local Government Code to administer a community and economic development program to provide grants as a form of economic development.

1 , 1

Agreement" means a contract between an Incentive recipient and the City clarifying the terms, performance measures, and obligations of the parties.

66Assessed Taxable Value" means the value of the real and business personal property, as appraised

13 by the Denton Central Appraisal District (66DCAD99/or " District99), after any exemptions have been applied.

Base Year Value" means the Assessed Taxable Value as of January 1 preceding the execution of the agreement, excluding land value, inventory, vehicles and supplies, as determined by the DCAD,

Business Park" is defined as a multi- building, multi-tenant, master planned complex of approximately one million square feet or more under roof, constructed to house manufacturing, distribution, assembly, and office facilities.

Business Personal Property99 means property associated with a Project other than Real Property and excluding inventory, vehicles and supplies.

66Capital Investment99 means the total actual capital cost to grantee for the acquisition of land, development, and construction of the Project, including a reasonable capital operating reserve, and the furniture and equipment installed at the Project.

City" means the City of Denton, Texas, and its governing and operating bodies.

City HOT Returns" means City of Denton Hotel/ Motel Occupancy Tax Reports on which the grantee or other persons report and remit City of Denton hotel occupancy taxes imposed under Chapter 351 of the Texas Tax Code on amounts paid for hotel rooms in the Project.

Involvement99 Community Support and may include but is not limited to monetary or active investment in local nonprofits, public institutions or community organizations.

Council" is the City Council of the City of Denton, Texas.

Default" is an event in which a party to an Agreement has failed to meet Performance Measures and to perform under prescribed cures.

Expansion" means an investment in fixed assets that will result in an increase in occupied building areas, increased employment, or higher Assessed Value of Real Property or Business Personal Property by a frm already located in the City.

Facility99 means combined Real and Business Personal Property Improvements that house an economically purposeful activity.

Higher wage" means having an average annual wage of $55, 000 or greater for all positions or at least 25% of the positions have an annual wage of $65, 000 or greater.

lmprovement" means a building, structure, or fixture erected on or affixed to land.

lncentive" means any inducement for economic activity given by the City such as a tax abatement or rebate or any other incentives not prohibited by state or federal law.

66Job99 means a permanent, full- time employment position that has provided or will result in employment of at least 2, 080 hours per position per year. Part-time positions may be aggregated to create a full- time position for consideration in this policy.

Knowledge- based jobs" are defined as occupations which require specialized and theoretical

14 knowledge, usually acquired through a college education or through work experience or other training which provides comparable knowledge; require some research, analysis, report writing and presentations; or require special licensing, certification, or registration to perform the job task.

Leadership in Energy and Environmental Design" ( LEED) certification is a voluntary internationally recognized green building certification system, with verification by a third party that a building or community was designed and built using strategies aimed at improving performance across the following metrics: energy savings, water efficiency, COZ emissions reduction, improved indoor environmental quality, and stewardship of resources.

Local Contractors°' and " Local Sub- Contractors" refers to vendors that have their " principal office or place of business," as reported to the Texas Secretary of State Office, located within Denton City Limits or Extraterritorial Jurisdiction ( ETJ).

Modernization" means the replacement and upgrading of existing facilities which increases the productive input or output, updates the technology, or substantially lowers the unit cost of operation, and extends the economic life of the facility. Modernization may result from the construction, alteration, or installation of buildings, structures, fixed machinery, or equipment.

66performance Measures" are the performance indicators for a Project established by Agreement and reported to the City annually using a certificate of compliance provided in the Agreement or as otherwise prescribed by the Agreement.

Primary Employer" refers to employers that produce products or services which are sold outside of the community or region.

66project" means the combination of proposed investment, improvements, and economic activity that is submitted in an application for an economic incentive.

Real Property" means land or an improvement affixed thereto.

Retai199 means the selling of consumer goods or services to customers.

Retail Leakage" means that local residents are spending more for products or services than local businesses capture and indicates there is an unmet demand in the community for certain types of products. Keeping sales tax dollars in the City is the goal of minimizing retail leakage.

Tax Abatement99 means the full or partial exemption of ad valorem taXes for eligible properties in a reinvestment zone designated as such for economic development purposes for new or expanded business development for a period of up to 10 years. Abatement may be granted for real property improvements and/ or business personal property.

Tax Rebate" means the full or partial refund of municipally imposed tax liability.

Reinvestment Zone" is a geographic area designated as blighted and in need of revitalization for the purpose of granting incentives as authorized by law.

Sales Tax" means the 1% general municipal sales and use taxes imposed by the City of Denton pursuant to Section 321. 103( a) of Texas Tax Code and 0. 5% additional municipal sales and use tax imposed by the City of Denton from property tax reduction pursuant to Section 321. 103( b) of 4

15 the Texas Tax Code and arising ( i) from any person' s collection of sales taxes as a result of sales of taxable items consummated at the Project during the term of this Agreement, ( ii) from any person' s payments to vendors or directly to the Texas Comptroller of Public Accounts of City Sales Taxes on purchases of taxable items consummated at the Project during the term of this Agreement, and ( iii) from City Sales Taxes paid by any person in connection with the construction or equipping of the Project.

Sustainable materials" or products related to manufacturing may include but are not limited to: biobased; recyclable; pollution reduction equipment or systems; and reclaimed goods.

66Texas Comptroller of Public Accounts' Monthly Sales Tax Report99 means reports from the Comptroller to the City as provided in Section 321. 3022 of the Texas Tax Code that identify amounts paid from the Comptroller to the City, by period, of Sales Taxes. If during the term of this Agreement, due to a change in law or policy the Comptroller ceases providing such reports with respect to the Sales Taxes, " Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means alternative documentation that the Parties agree establishes the amounts of Sales Taxes received by the City.

66Construction Sales and Use Tax Grant99 This incentive involves a rebate of a portion of the local sales and use taxes for the purchase of construction materials and furniture/ fixtures/ equipment that would generate additional tax revenue that the City of Denton would not otherwise receive.

Texas Direct Payment Permit" means that permit issued by the State of Texas authorizing Grantee to self-assess and pay applicable state and local use taxes directly to the State of Texas related to selected portions of Grantee' s taxable purchases.

Texas Sales and Use Tax Return" means a return or other statement in a form acceptable to the City setting forth the Grantee' s collection of use tax imposed by the City and received by the City from the State of Texas, for the use of taxable items by Grantee at the Property for the applicable grant period which are to be used to determine Grantee' s eligibility for a Grant, together with such supporting documentation required herein, and as the City may reasonably request.

A. To ensure fairness, accountability, and compliance with all applicable regulations, every incentive request must proceed through a uniform application process. Nothing within these guidelines implies or suggests that the City is under any obligation to provide an incentive to any applicant. a. Applicant shall complete the attached Incentive Application ( Exhibit A). The application will not be considered until it is administratively complete. b. Applicant shall prepare a map or other documents providing the following: precise location of the property and all roadways within 500 feet of the site; existing uses and conditions of real property; proposed improvements and uses; any proposed changes in zoning; compatibility with the Denton 2030 Plan and applicable building codes and City ordinances; a complete legal description. c. Applicant shall complete all forms and information detailed in the Incentive Application and submit all information to the Economic Development Department, City of Denton, 215 E. McKinney, Denton, TX 76201. d. All information in the application package detailed above will be reviewed for

16 completeness and accuracy. Additional information may be requested as needed. e. The application will be distributed to the appropriate City departments for internal review and comments. Additional information may be requested as

needed. Fiscal agents of the City may review the application for comment and recommendation. Additional information may be requested as needed. g. The Denton Economic Development Partnership board ( EDPB) serves as an advisory body, which makes recommendations to the City Council regarding whether economic development incentives should be offered in each individual case. Its recommendation shall be based upon an evaluation of information submitted in the incentive application and any additional information requested by the EDPB or presented to the EDPB. The EDPB will consider the application at a regular or special- called meeting( s). All meetings of the EDPB shall be held in compliance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Additional information may be requested as needed. The recomrnendation of the EDPB will be forwarded, with all relevant materials, to the City Council. h. If the City Council decides to grant a tax abatement, it shall call a public hearing to consider establishment of a tax reinvestment zone in accordance with Section 312. 201 of the Tax Code. The reinvestment zone rnust rneet one or more of the criteria of Section 312. 202 of the Tax Code. i. The City Council may consider adoption of an ordinance or resolution approving the terms and conditions of a contract between the City and the applicant governing the provision of the tax abatement or incentive and the commitments of the applicant, including all the terms required by Section 312. 205 of the Tax Code and such other terms and conditions as the City Council may require. j. The City reserves the authority to enter into tax abatement agreernents at differing percentages and/ or terms as set forth in the guidelines of this Policy, consistent with the requirements of Chapter 312 of the Texas Tax Code. The City also reserves the authority to enter into incentive agreements under Chapter 380 of the Texas Local Governrnent Code.

B. Section 312. 003 of the Texas Tax Code makes confdential information provided to the City as a part of this application that describes the specific processes or business activities to be conducted or the equipment or other property to be located on the property. This information is not subject to public disclosure until the incentive agreement is executed. Section 522. 131 of the Texas Government Code ( Texas Public Information Act) makes confidential information which relates to economic development negotiations between the City and a business prospect that the City seeks to have locate, stay or expand in or near the territory of the City. The inforrnation must relate to a trade secret of the business prospect, commercial or financial information which the business prospect can demonstrate based on specifc factual evidence that disclosure would cause substantial competitive harm to the person from whom the information was obtained or information about a fnancial or other incentive being offered to the business prospect by the City or by another person. Information about a financial or other incentive being offered to the business prospect is required to be disclosed when an agreement is rnade with a business prospect. The City will respond to requests for disclosure as required by law and will assert exceptions to disclosure as it deems relevant. The City will make reasonable attempts to notify the applicant of the request so it may assert its own objections to the Attorney General.

C. Any incentive agreement will address various issues, including but not limited to,

17 the following: a. General description of the project b. Amount of the incentive and percent of value to be abated or rebated each year c. Method of calculating the value of the abatement d. Duration ofthe abatement, including commencement date and termination date e. Legal description of the property Kind, number, location and timetable of planned improvements

g. Specific terms and conditions to be met by applicant, which will be based on the information submitted by the applicant in the Incentive Application and/ or other appropriate criteria h. The proposed use of the facility and nature of construction i. Contractual obligations in the event of default, violation of terms or conditions, delinquent taxes, recapture, any decrease in valuation, administration and

assignment

D. Businesses receiving an incentive are asked to use diligent efforts to purchase all goods and services from Denton businesses whenever such goods and services are comparable in availability, quality and price. The City of Denton also encourages the use, if applicable, of qualified contractors, subcontractors and suppliers who are historically underutilized businesses based on information provided by the General Services Commission pursuant to Chapter 2161 of the Government Code.

E. Businesses receiving an incentive are encouraged to use diligent efforts to hire local contractors and local subcontractors where possible during construction of the project.

F. Businesses receiving incentives are asked to endeavor to make available, or endeavor to cause lessees or assignees to make available full- time or part- time employment for Denton residents. In this effort, the business, lessee or assignee is encouraged to recruit from the low-moderate income Census tracts as further defined by the U. S. Department of Housing and Urban Development' s ( HUD) Qualified Census Tracts ( QCT) map shown in Figure 1. HUD defines QCTs as " census tracts in which one- half or more of the households have incomes below 60 percent of the area median income or the poverty rate is 25 percent of [or] higher.

FIGURE 1: DENTON, TEXAS 2014- 2015 Qualified Census Tracts

18 IV. INCENTIVE TOOLS

A. Tax Abatement: New, expanding, and modernizing businesses may be considered for a tax abatement if a minimum threshold of $5 million in ad valorem value will be created by the project. To yualify, companies must meet the minimum threshold in the first 24 months from the execution of the agreement or as specified in the tax abatement agreement.

If, upon initial application, a project qualifies for tax abatement under the guidelines set forth in this Policy, the City may consider the following factors in evaluating its public benefit:

The project will occupy a building that has been vacant for at least two years; The project will create knowledge based, high- skilled o r higher- paying jobs as documented by the applicant ( An average wage that is above the median wage in Denton County or at least 25 percent of jobs requiring a college bachelor' s degree at entry level will be used to determine eligibility); The project will involve a significant relationship with one of the two universities in Denton; The project will create improvements to the Denton Downtown Implementation Plan area; The project is an international or national headquarters facility; Renewable energy will be generated, stored, or utilized for the project or the project incorporates signifcant environmentally sustainable practices that include: Leadership in Energy and Environmental Design ( LEED) certification, recycling initiatives, the manufacture of sustainable materials or products that support sustainable industries, or the incorporation of clean technology; The applicant is committed to actively supporting the Denton community through non-profit organizations, donations to public schools and/ or public art 25% of local contractors used in construction or 25% of new jobs f lled by Denton

residents

All abatements are subject to final approval of the City Council. Even though a project may meet the criteria as set forth in this Policy, an application may be denied at the discretion of the City. The incentive shall not apply to any portion of the land value of the project.

The City may consider the use of incentives to retain existing businesses, which propose to improve or redevelop property within the City limits. The City may also take into consideration the expansion/ redevelopment of existing businesses that create new or additional higher wage or knowledge- based jobs. The incentive will only apply to the increased valuation of the improvements over the appraised value of the property prior to such improvements as same is established by the Denton Central Appraisal District the year in which the tax abatement agreement is executed. The City may also consider other tax incentives authorized by law.

B. Chapter 380 Grants or Loans: The City may consider incentives to businesses utilizing its authority under Chapter 380 of the Texas Local Government Code ( hereinafter referred to as " Chapter 380"). Chapter 380 states that a municipality may establish and provide for the administration of one or more programs for making loans and grants of public money and providing personnel and services of the municipality, to promote state or local economic development and to stimulate business and commercial activity in the municipality. The City of Denton rnay consider the use of grants and loans as incentives to accomplish one or more of the following economic development purposes:

0

19 Targeted industry cluster or supply chain recruitment initiatives Capital grants or loans for start- up and small businesses to promote entrepreneurship Grants to offset costs associated with public infrastructure improvements or impact fees Cash incentives to gain a competitive position when in direct competition for a project Increase the percentage of jobs paying $ 75, 000 per year or more from 10 to 14 percent by 2020

Chapter 380 incentives will be considered on a case- by-case basis, and may be considered for one or more of the following criteria: Net new jobs with wages above Denton County' s median wage The relocation of a company that promotes the growth of targeted industry sectors listed in Section I.D. Incentives for businesses that cause infill redevelopment or other desirable development

objectives; Any other activity which the City Council determines meets a specific public purpose for economic development.

When the City determines that incentives are required to retain existing businesses that propose to improve or redevelop property within the City limits, the City Council may consider, on a case- by- case basis, and reserve the right to waive the minimum threshold and/ or exceed the percentage and term included in Table 1 for a grant.

The City of Denton may also take into consideration the expansion/ redevelopment of existing businesses that create new or additional higher wage or knowledge- based jobs. Ad valorem rebates will only apply to the increased valuation of the improvements over the appraised value of the property prior to such improvements as same is established by the Denton Central Appraisal District the year in which the grant agreement is executed.

Job- based grants may be considered for businesses creating higher- wage or knowledge- based jobs.

The City may also consider other tax incentives authorized by law.

C. Economic Development Investment Fund: The City may offer cash incentives and grants from the Economic Development Investment Fund ( established by Ordinance No. 2016- 229) when appropriate and necessary. Such incentives require EDPB and Council approval through a Chapter 380 Agreement. To be eligible for consideration, the company must meet at least two of the following criteria: higher wage or knowledge- based jobs; substantial capital investment ( minimum of $15 million); recruitment of industry sector targets, including aviation/ aerospace, advanced manufacturing, renewable energy, research and development, information technology, supply chain for primary employers, or significant consumers of municipal utilities.

D. Based Aircraft Incentive: Specific considerations for a based aircraft incentive will include expansion of the tax base, annual fuel consumption, and contribution to the growth and development of Denton Enterprise Airport (DTO). Newly based aircraft may be eligible for an incentive if a minimum of $1 million in ad valorem value will be created by the aircraft. Aircraft must be operational, air worthy, and based at DTO for a majority of the year; values may not be combined to reach the $ 1 million minimum.

20 Agenda Item No.: 3 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: April 11, 2018

Discussion and input regarding Financial Staff Contact: Scott T. Gray, Report for First Quarter 2017/18 Airport Manager

Phone No.: (940) 349-7744

INFORMATION

Discussion and input regarding Airport Financial Report for First Quarter 2017/18

PURPOSE

The purpose of this item is to keep the Airport Advisory Board informed as to the financial status of the Airport.

Attachment(s): 1. Airport Fund Executive Dashboard 2. Airport Fund – Schedule of Revenues and Expenditures

21 City of Denton, Texas Airport Fund Executive Dashboard FY 2017-18 FY 2017-18 ANNUAL ANNUAL FY 2017-18 DESCRIPTION BUDGET 1 PROJECTION VARIANCE Beginning Working Capital GAS WELL REVENUE and Reserves as of 09/30/17$ 2.47 $ 2.75 (in millions of dollars by fiscal year) RESOURCES: $5.0 Airport Ground Leases 0.71 0.71 0% FBO Commissions 0.20 0.20 0% $4.0 Miscellaneous 0.09 0.09 0% Total Operating Revenues 1.00 1.00 0% $3.0 EXPENDITURES: Personal Service 0.53 0.53 0% $2.0 Operations, Services 0.41 0.41 0% Transfer Out 0.55 0.55 0% Total Operating Expenditures 1.49 1.49 0% $1.0 Net Operating Income (Loss) (0.49) (0.49) $0.0

22 NON-OPERATING REVENUES: 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Investment Income 0.03 0.03 0% Gas Well Royalties 0.47 0.47 0% Total Non-Operating Revenues 0.50 0.50 0% AIRPORT OPERATIONS BY QUARTER NON-OPERATING EXPENDITURES: (takeoff or landing) Transfer Out - Capital 0.22 0.22 0% 60,000 Total Non-Operating Expenditures 0.22 0.22 0% Net Non-Operating Income (Loss) 0.28 0.28 50,000 Net Income (Loss) (0.21) (0.21) Ending Working Capital and Reserves$ 2.26 $ 2.54 KeyTrends 40,000 ¾At this point in the fiscal year, all revenues and expenditures are projected to be at budget. 30,000

20,000

1Annualadoptedbudgetasamendedormodified.BeginningWorkingCapitalandReservesrepresentstheamount Note: All financial amounts presented are in millions of dollars. whichwasestimatedintheFY2017Ͳ18budgetprocess.

11 City of Denton Airport Fund Schedule of Revenues and Expenditures - Budget vs Projection (Unaudited) For the Period Ended December 31, 2017

PRIOR BUDGET CURRENT ANNUAL ANNUAL BUDGET VS DESCRIPTION Y-T-D Y-T-D Y-T-D BUDGET1 PROJECTION PROJECTION Beginning Working Capital and Reserves as of 09/30/17 $ 2,471,421 $ 2,748,875

OPERATING REVENUES: Airport Ground Leases $ 131,021 $ 178,431 $ 167,014 713,154 713,154 0% FBO Commissions 34,286 49,992 25,170 199,808 199,808 0% Miscellaneous 13,884 23,173 11,197 92,619 92,619 0% Total Operating Revenues 179,191 251,596 203,381 1,005,581 1,005,581 0%

OPERATING EXPENDITURES: Personal Service 162,272 132,723 121,413 530,482 530,482 0% Materials and Supplies 4,038 11,685 3,243 46,700 46,700 0% Maintenance and Repairs 18,941 26,318 4,913 105,193 105,193 0% Insurance 5,401 5,460 5,456 21,823 21,823 0% Miscellaneous 210 300 156 1,200 1,200 0% Operations 30,686 59,589 22,818 238,160 238,160 0% Transfers Out - Operating 117,556 136,877 129,960 547,070 547,070 0% Total Operating Expenses 339,104 372,952 287,959 1,490,628 1,490,628 0%

Operating (Loss) (159,913) (121,356) (84,578) (485,047) (485,047)

NON-OPERATING REVENUES: Investment Income 8,320 6,255 13,747 25,000 25,000 0% Gas Well Royalties 55,057 118,627 38,651 474,130 474,130 0% Total Non-Operating Revenues 63,377 124,882 52,398 499,130 499,130 0%

NON-OPERATING EXPENDITURES: Transfers Out - Capital - 56,295 - 225,000 225,000 0% Total Non-Operating Expenses - 56,295 - 225,000 225,000 0%

Non-Operating Income (Loss) 63,377 68,587 52,398 274,130 274,130

Net Income (Loss) $ (96,536) $ (52,769) $ (32,180) (210,917) (210,917)

Ending Working Capital $ 2,260,504 $ 2,537,958

1 Annual adopted budget as amended or modified. Beginning Working Capital and Reserves represents the amount which was estimated in the FY 2017-18 budget process.

22 23 Agenda Item No.: 4 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: April 11, 2018

Receive information from staff and Staff Contact: Scott T. Gray, discuss the Development of Airport Airport Manager Guiding Documents Phone No.: (940) 349-7744

INFORMATION Receive information from staff and discuss the Development of Airport Guiding Documents

BACKGROUND The Denton Enterprise Airport operates under the guidance of the Federal Aviation Administration (FAA). The FAA has many policies that regulate the operation of an airport, including grant assurances, policies, orders, and advisory circulars. To assist in compliance with these various FAA documents, many establish their own guiding documents. These documents generally are developed to work in conjunction with one another, but each has its own specific purposes. Each guiding document and purpose are identified below:

1. Municipal Code – Provides the overall framework for the municipal government to regulate the Airport. Each of the following guiding documents should be referenced within this municipal code. 2. Airport Rules and Regulations – Provides a variety of rules and regulations generally related public safety and security of the Airport (e.g., no smoking, vehicle speeds, security gates, hazardous material storage, etc). 3. Airport Minimum Operating Standards – Provides guidance for commercial aeronautical businesses as to the minimum requirements for operating a business at the Airport (e.g., operating hours, facility size, insurance, licenses, etc). 4. Airport Rates and Fees Schedule – Provides a listing of rates and fees associated with the use of various Airport facilities (e.g., T-hangars, tiedowns, land, meeting rooms, etc.) 5. Airport Leasing/Development Policy – Provides guidance for the development on airport property and lease agreements for the use of airport property or buildings (e.g., determination of term, fees, reversion, fire protection, setbacks, etc.). 6. Airport Permits – Provides a standardized application process for use of the Airport as defined in one of the guiding documents (e.g., Airport Business Permit, Aircraft Storage Permit, Airport Driving Permit, etc.)

The City has in place Chapter Three of the City’s code that provide some framework and regulations for the Airport. This code section has some outdated items dating back to 1966, as well as having a mix of items that should be separated into one of the other guiding documents. Some of the other guiding documents do not appear to have been formally adopted in the past but have been used as guidelines, while others need updating based on changes in FAA policies and activities at the Airport.

Airport staff recommends embarking on a formal public process to update, develop and implement several of the guiding documents. The Rates and Fees Schedule and the Airport Leasing/Development Policy will be presented to the Council Airport Committee for recommendation to the City Council. The remaining documents will be completed with tenants and users through a variety of tenant meetings and through the monthly Airport Advisory Board meetings to ensure the development of documents that are fair,

24 enforceable, and vetted through an open public process. While each document could be developed individually, staff believes that by working on all documents at the same time it will ensure that an overall framework can be developed to evaluate the interaction between each document.

Attachment: 1. Chapter Three – Denton Municipal Code

25 Chapter 3 - AIRPORTS[1]

Footnotes:

--- (1) ---

Cross reference— Fire prevention generally, Ch. 11; zoning generally, Ch. 35. State Law reference— Aeronautics, Vernon's Ann. Civ. St. art. 46C-1 et seq.; airport zoning, V.T.C.A., Local Government Code § 241.001 et seq. ARTICLE I. - IN GENERAL

Sec. 3-1. - Definitions.

The following words, terms and phrases, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Acrobatic flying means any intentional aircraft maneuver or stunt not necessary to air navigation, or operation of aircraft in such a manner as to endanger human life or safety by the performance of unusual or dangerous maneuvers. Aircraft means any device now known or hereafter invented, used or designed for navigation of or flight in the air, except a parachute or other device used primarily as safety equipment. Airshow means an airmeet or activity open to the general public at the Denton Municipal Airport which provides for the observation of planes or helicopters in flight as part of a program of entertainment and may include, but is not limited to, aerobatic flying and skydiving.

(Code 1966, § 3-1; Ord. No. 98-061, § I, 3-3-98)

Cross reference— Definitions and rules of construction generally, § 1-2.

Sec. 3-2. - Creation, composition, and qualifications of airport advisory board.

(a) There is hereby created an airport advisory board which shall consist of seven (7) members who shall meet the qualifications and residency requirements as provided in section 2-61 of the Code of Ordinances. (b) All members shall be appointed by the city council for terms not to exceed two (2) years, and continue in office until their successors are appointed. (c) The board shall serve in an advisory capacity and shall advise the city council on matters relating to airport safety, flight and ground operations, any safety and security issues arising from the creation and development of long-term master plans; tenant/stakeholder outreach; the airport business plan and the airport master plan as now written or hereafter amended or enacted; any airport infrastructure improvement or other major project impacting the airport; the acquisition, review, and consideration of grant funding for the airport; long term financial planning and budgetary issues affecting the airport; issues raised as a result of interface between citizens, airport tenants, or other interested parties; and other airport matters as may, from time to time, be assigned by the city council, or requested by the city manager, or his or her designee. (d) The city manager, or his or her designee, will act as staff liaison to the airport advisory board, and will provide guidance and assistance to the board and shall be responsible for insuring that records are maintained in accordance with the requirements of the city secretary's office. (e) The board shall meet not less than monthly unless any such meeting is cancelled by the board chair after consultation with the city manager, or his or her designee.

26 (Code 1966, § 1-21(b); Ord. No. 97-299, § I, 10-7-97; Ord. No. 2011-055, § 1, 4-5-11)

Charter reference— Boards and commissions, § 14.16.

Cross reference— Boards, commissions and committees, § 2-61 et seq.

Sec. 3-3. - Penalties for violations.

(a) Any person operating or handling an aircraft in violation of this chapter or refusing to comply with this chapter may be removed or ejected from the airport or may be temporarily grounded by or under the authority of the airport manager and, upon the order of the city council, may be deprived of further use of the airport and its facilities for such length of time as may be deemed necessary to ensure the safeguarding of the airport and its facilities and the public and its interest therein. (b) It shall be unlawful for any person to violate or refuse to abide by any provision of this chapter or any provision of existing law incorporated in this chapter, and upon conviction thereof such person shall be fined in accordance with section 1-12 of this Code.

(Code 1966, § 3-17)

Sec. 3-4. - Exemption for government aircraft.

The provisions of this chapter shall not apply to public aircraft of the federal government or of the state or territory or to aircraft licensed by a foreign country with which the United States has a reciprocal agreement covering the operation of such aircraft.

(Code 1966, § 3-16)

Sec. 3-5. - General rules and regulations.

The following general rules and regulations are hereby prescribed for Denton Municipal Airport: (1) The airport shall be conducted as a terminal facility for the promotion and accommodation of air commerce and shall be operated as a public air terminal. (2) The airport shall be open for public use at all hours of the day, subject to such restrictions due to inclement weather, the conditions of the landing area, the presentation of special events and like causes as may be determined by the airport manager. (3) Special services may be rendered or special facilities may be provided under such terms as the city council may prescribe from time to time. (4) The use of the airport or any of its facilities in any manner shall create an obligation on the part of the user to obey all the regulations provided in this section. (5) The privilege of using the airport and its facilities shall be conditioned on the assumption of full responsibility and risk by the user, and he shall release, save harmless and indemnify the city, its officers and employees from any liability or loss resulting from such use. (6) The air traffic rules now or hereafter promulgated by the Federal Aviation Administration are hereby referred to, adopted and made a part of this section the same as if particularly set forth herein. (7) The airport manager shall have authority to take necessary steps for the protection of the public, subject to the approval of the city council.

27 (8) No person shall use the airport as a base for the conduct of commercial activities involving carrying passengers, freight, express or mail; instruction in aviation or any of its branches; the sales of fuels, refreshments or any other commodities; or for any other commercial purposes, unless a permit has been granted for such activity by the airport manager and the city council. (9) No person shall operate aircraft on or over the airport unless the person and aircraft are properly licensed by the Federal Aviation Administration. (10) No person shall operate any aircraft on or over the airport or conduct any operation thereon in violation of the terms of this chapter or of the rules and regulations of the Federal Aviation Administration. (11) Every person stationed or employed at the airport or receiving instruction thereon or operating therefrom shall register at the office of the airport manager and shall state his name, address, telephone number and the nature of his business or occupation. (12) No person shall take or use any aircraft, parts or accessories thereof or tools or other equipment owned or controlled by any other person without the consent of the owner or operator thereof or other satisfactory evidence of his right to do so. (13) No person shall knowingly: a. Damage or destroy any building, sign, equipment, marker, structure, lawn or public property on the airport; b. Trespass on restricted airport property; c. Abandon personal property on the airport; d. Interfere or tamper with any aircraft or equipment on the airport. (14) Any person who negligently damages airport property shall immediately report such damage to the airport manager and shall be liable for the cost of repair or replacement. (15) The city, its employees and representatives assume no responsibility for loss, injury or damage to persons or property by reason of fire, theft, vandalism, wind, flood, earthquake or collision damage, nor does the city assume liability for injury to persons while on the airport or while using its facilities. (16) No person shall knowingly dispose of garbage, papers, refuse or other waste materials on the airport, except as provided by city ordinance and airport rules and regulations. (17) No person shall burn trash or refuse on the airport at any time. (18) All signs erected within the airport shall comply with all applicable federal, state and municipal laws and regulations. (19) The city may suspend airport operations if such action is considered to be in the best interest of the city and the using public by NOTAM (Notices to Airmen for Airport Operations). Such suspension of operations shall prevail until the suspension is lifted.

(Code 1966, § 3-2)

Sec. 3-6. - Taxiing rules.

(a) At the municipal airport, all aircraft shall be taxied at a slow and reasonable speed and when not equipped with adequate brakes shall have an attendant beside at least one (1) wing when taxied in the vicinity of a hangar or other building. (b) When in the vicinity of aircraft landing or taking off, an aircraft being taxied shall be brought to a complete stop.

28 (c) If the takeoff is to be made from a runway, the aircraft shall be taxied along the taxiway to a point thereon nearest the leeward end of the proper runway and thence to the runway.

(Code 1966, § 3-3)

Sec. 3-7. - Miscellaneous traffic rules.

(a) At the municipal airport, no person shall take any aircraft from the landing area or hangars or operate such aircraft while using or under the influence of any intoxicating liquor or habit-forming drug. (b) No aircraft shall be permitted to remain on any part of the landing area, taxiway or the takeoff areas for the purpose of repairs, and all repairs shall be made at the places designated therefor. (c) Every aircraft owner, his pilot and agents shall be severally responsible for the prompt removal, under the direction of the airport manager, of wrecked or disabled aircraft. (d) The airport manager may refuse clearance to any aircraft until all charges for storage, supplies and services have been paid. (e) No aircraft shall operate on any part of the airport with tail skids having such insufficient base area as to cause damage to the airport surface. (f) No person shall park any aircraft within the airport other than in areas designated and approved for such purposes by the city. Authorization to park in locations other than the specified parking areas must be obtained from the city in writing. (g) Owners or operators of aircraft remaining overnight on leased city property shall pay fees in accordance with the fee schedule approved by the city and posted in the airport manager's office. (h) Motor vehicles shall not be operated in excess of the posted speed limits. If no speed limit is posted, the following speed limits prevail: (1) On all named airport streets, thirty (30) miles per hour; (2) On internal roadway and access driveways, twenty (20) miles per hour; (3) On aircraft aprons, ten (10) miles per hour. (i) Motor vehicle parking is restricted to those areas specifically established for public and tenant parking. No person shall park any motor vehicle within a hangar or in such a way as to obstruct roadways, taxiways or in any other way interfere with airport operations. An aircraft owner may temporarily leave a motor vehicle parked in his hangar while operating the aircraft. (j) Motor vehicles may be temporarily parked on the apron for loading or unloading of aircraft. (k) Aircraft shall always have the right-of-way over other vehicles and pedestrians. It shall be unlawful for a pedestrian or operator of a motor vehicle to knowingly fail to yield the right-of-way to any moving aircraft.

(Code 1966, § 3-4)

Sec. 3-8. - Instruction and practice flying.

(a) Every person instructing students in flying at the airport shall acquaint such students with the airport rules and regulations. (b) The airport manager, by appropriate notices, may restrict practice flights and student training to designated portions of the airport.

29 (c) No aircraft shall remain on the landing area, taxiway or takeoff areas for the purpose of instructing students between flights.

(Code 1966, § 3-5)

Sec. 3-9. - Running engines.

(a) At the municipal airport, engines shall not be started on aircraft unless the aircraft is equipped with adequate brakes fully set or unless the wheels have been set with blocks that are equipped with ropes or other suitable means for removing them. (b) No aircraft engine shall be started or run unless a competent operator shall be at the controls of the aircraft. (c) No aircraft engine shall be run or warmed up unless the aircraft is in such position that the propeller blast clears all buildings, groups of people in the observation areas and the flight path of landing aircraft. (d) No aircraft engine shall be started or run within a hangar or other building.

(Code 1966, § 3-6)

Sec. 3-10. - Fire regulations.

(a) Every person using the airport facilities in any way shall use the utmost caution to prevent fire. (b) No aircraft shall be fueled or drained while its engine is running or while in a hangar or other enclosed place. Adequate grounding shall be continuously maintained during any fueling operation. (c) No cylinder or flask of compressed flammable gas shall be kept or stored, except at a place designated by the airport manager and the fire marshal for that purpose. (d) The cleaning of motors or other parts of aircraft shall not be carried on in any hangar, except with nonflammable substances. (e) No person shall smoke or ignite any match or cigarette lighter in any building or hangar except in offices, waiting rooms or other portions of buildings in which smoking is specifically authorized by the airport manager. (f) Repairs on storage floors of hangars shall be limited to inspection and replacement of parts. (g) No automobile or other motor equipment shall enter or remain inside any hangar, except in connection with and only while engaged in necessary aircraft operations; exceptions must be specifically authorized by the airport manager. (h) Hangar entrances shall be kept clear at all times. (i) Floors shall be kept clean and free from oil, and no volatile flammable solvent shall be used for cleaning floors. (j) No boxes, crates, rubbish, paper or other litter shall be permitted to accumulate in or about any hangar, and all oil, paint and varnish cans, bottles or other containers shall be removed from the hangar immediately upon being emptied. All rags or waste used in cleaning shall be kept in closed metal containers. (k) No person shall knowingly start the engine of an aircraft when there is fuel, other than preflight inspection drainage, on the ground under the aircraft. (l) No person shall knowingly store or allow to be stored automobile or aviation fuel within any building within the airport.

30 (Code 1966, § 3-7)

Cross reference— Fire prevention generally, Ch. 11; fire prevention code, Ch. 29.

Sec. 3-11. - Minimum height prescribed.

Except while taking off or landing at an established landing field or airport, no person shall fly or permit to be flown, within the corporate limits of the city, any aircraft except at a height sufficient to permit a reasonably safe emergency landing, which in no case shall be less than one thousand (1,000) feet. The provisions of this section may be deviated from by special permit from the city council or when special circumstances render a departure necessary to avoid immediate danger or when such departure is required because of stress of weather conditions or other unavoidable cause.

(Code 1966, § 3-8)

Sec. 3-12. - Certificates required for operators and aircraft.

No person shall operate any aircraft within or over the corporate limits of the city unless such person has first been issued an airman certificate by the Federal Aviation Administration and unless such aircraft shall have first received a certificate of airworthiness, which is still in effect, from the Federal Aviation Administration.

(Code 1966, § 3-9)

Sec. 3-13. - Operation subject to rules.

No person shall operate any aircraft over or within the city in violation of any air traffic rule or other regulation established by the Federal Aviation Administration.

(Code 1966, § 3-10)

Sec. 3-14. - Acrobatic flying.

Acrobatic flying by any person flying over any portion of the city is hereby prohibited.

(Code 1966, § 3-11)

Sec. 3-15. - Landing place designated.

Except in case of an emergency or with written permission from the city manager, no person shall land any aircraft within the city except upon a regularly established airport, field or landing place.

(Code 1966, § 3-12)

Sec. 3-16. - Lights for night operation required.

All aircraft when flying within or over the city at night shall have lights and other equipment for such flying required by the rules, regulations or orders of the Federal Aviation Administration.

(Code 1966, § 3-13)

31 Sec. 3-17. - Reserved.

Editor's note— Ord. No. 2003-029, § 2, adopted Feb. 2, 2003, repealed § 3-17 in its entirety. Prior to amendment, § 3-17 pertained to ultralight aircraft and derived from Ord. No. 90-121, § II, adopted August 21, 1990.

Sec. 3-18. - Lighter-than-air aircraft.

(a) No person may operate any unpowered lighter-than-air aircraft on or over the municipal airport within three hundred (300) feet of the centerline of any runway. (b) Every person operating a lighter-than-air aircraft landing or taking off from the municipal airport must have a VHF radio on board and announce the intended flight route using Unicom 122.7 MHZ. (c) Initial approach to any landing area designated for unpowered lighter-than-air aircraft shall be made at an altitude not exceeding eleven hundred (1100) feet MSL (five hundred (500) feet AGL). Sec. 3-19. - Dropping of objects.

No person in any aircraft shall cause or permit to be thrown out, discharged or dropped within the corporate limits of the city any object or thing, except loose water or loose sand ballast when absolutely essential to the safety of the occupants of the aircraft, and except as provided by section 3-86.

(Code 1966, § 3-15)

Sec. 3-20. - Airshows.

The provisions of section 3-5(8) relating to "refreshments or any other commodities," section 3-14 (Aerobatic flying), section 3-18 (Lighter-than-air aircraft) and section 3-19 (Dropping of objects) to the extent such section relates to a prohibition against "skydiving," of this chapter shall not apply to airshows (a) produced by a promoter who has been approved by the city council or (b) sponsored or co-sponsored by city.

(Ord. No. 98-061, § II, 3-3-98)

Sec. 3-21. - Minimum insurance for airshow.

It shall be unlawful for any airshow to be conducted at the Denton Municipal Airport unless insurance coverage is maintained by the sponsor (co-sponsors) or promoter in the following minimum amounts:

Airshow/airmeet Combined single limit bodily injury and property damage liability, liability. $5,000,000.00 each occurrence.

Different requirements for airshow/airmeet liability insurance can be substituted if the city manager, on the recommendation of the Risk Manager taking into consideration the scope of the airshow event, availability of insurance and other related factors, approves airshow/airmeet liability insurance in different amounts and coverages. Provided, however, the minimum airshow/airmeet liability insurance combined single limit bodily injury and property damage liability coverage shall never be less than two million dollars ($2,000,000.00) per each occurrence.

32 The policies of insurance covering the sponsor/promoter as required in this section shall name as additional insureds the city, its officers, agents, employees, city council, commissions, boards and committees. In addition, such policy or policies of insurance shall be endorsed to provide that no material changes in coverage, including, but not limited to, cancellation, termination, nonrenewal or amendment, shall be made without thirty (30) days prior written notice to the city manager or airport manager of the city. Sponsor/promoter shall maintain the required insurance with insurance companies authorized to do business in the State of Texas with an A.M. Best rating acceptable to the city manager on recommendation of the risk manager.

(Ord. No. 98-061, § III, 3-3-98; Ord. No. 2006-120, § 3, 5-2-06)

Sec. 3-22. - Permit for flight participants and concessionaires.

Sponsor/promoter shall provide airport manager (or whomever the city manager for the city designates) applications for permits properly completed for each flight participant and concessionaire involved in the airshow at least twenty-one (21) days prior to the airshow. The form of the application shall be determined by the airport manager. Not less than ten (10) days prior to the airshow the airport manager shall provide the sponsor/promoter with permits for each application that has been approved. No flight participant or concessionaire may be involved in the airshow that has not been granted a permit by the airport manager. Failure of the sponsor to provide the required proof of insurance as required by section 3-21 shall be grounds for the denial of a permit. Grounds for denial of permits shall be provided to sponsor/promoter thirty (30) days prior to airshow if same is requested in writing.

(Ord. No. 98-061, § IV, 3-3-98)

Secs. 3-23—3-30. - Reserved.

ARTICLE II. - MINIMUM STANDARDS FOR FUEL STORAGE AND OPERATIONS

Sec. 3-31. - Purpose.

In order to ensure that fueling operations at the municipal airport are safe, that the quality of fuel delivered to aircraft remains uncompromised and that fuel handling procedures comply with industry and Federal Aviation Administration standards, the minimum standards and rules for safe fueling and storage are hereby established as set forth in this article.

(Code 1966, § 3-18)

Sec. 3-32. - General requirements for fuel farms and fuel storage areas.

Fuel farms and fuel storage areas at the municipal airport shall: (1) Be located so damage by aircraft or surface vehicles is unlikely; (2) Be fenced and signed to reduce any chance for unauthorized entry and/or tampering; (3) Be boldly marked to clearly show danger, flammability, no smoking, etc.; (4) Contain no feature which would allow the introduction of any foreign material into fuel; (5) Be free of any materials, equipment, functions or activities which could be ignition sources in the highly flammable environment at or around the fuel farm;

33 (6) Be placed in accordance with the provisions of the fire code of the city for flammable liquid storage tanks.

(Code 1966, § 3-18(A)(1))

Sec. 3-33. - Fuel storage tanks.

Fuel storage tanks at the municipal airport shall be: (1) Boldly marked to identify the type and grade of fuel; (2) Equipped with a nonsplashing bottom inlet pipe; (3) Closed and equipped with a rain-proof vent at least ten (10) feet above grade; (4) Equipped with a positive low-point sump; (5) Equipped with a functioning, floating suction pickup or other device to prevent, during normal pumping, the pickup of water and other contaminants from the bottom of the tank; (6) Equipped with a hand "thief" pump; (7) Equipped with a floating suction test hole and cable if a floating suction pickup is used; (8) Equipped with a manhole large enough to allow entry for inspection and cleaning (not applicable to tanks installed prior to the effective date of the ordinance from which this section is derived if other methods of inspection and cleaning are used); (9) Free of zinc, copper and cadmium; (10) Clean and free of significant rust, scale, surfactants, biological growth or other materials which could contaminate fuel.

(Code 1966, § 3-18(A)(2))

Sec. 3-34. - Filters and filter separators.

The filter system at the municipal airport shall: (1) If for avgas, contain at least an inflow basket strainer, an outflow filter sized to match the maximum pump flow capacity, a differential pressure check system and a bottom drain with an outlet located to facilitate convenient capture of the outflow; (2) If for jet fuel, contain at least an inflow basket strainer, inflow and outflow filter/separators sized to match the maximum pump flow capacity, a differential pressure check system, an inflow and outflow water detection device with cutoff or alarm, a bottom drain with an outlet located to facilitate convenient capture of the outflow and fuel sampling (millipore) fittings both upstream and downstream of all filters and filter/separators; provided, however, that installations existing on the effective date of the ordinance from which this section is derived shall not be required to contain inflow filter separators and upstream millipore fittings.

(Code 1966, § 3-18(A)(3))

Sec. 3-35. - Fuel farm piping.

Fuel farm piping at the municipoal airport shall be: (1) Completely separated by the type and grade of fuel;

34 (2) Boldly marked and color-coded at each inlet, outlet and valve to clearly identify the fuel type and grade; (3) Underground or protected from damage by surface vehicles; (4) Free of zinc, copper (except, possibly, tubing serving test or pressure gauge systems) and cadmium; (5) Clean and free of significant rust, scale, surfactants, biological growth or other materials which could contaminate fuel.

(Code 1966, § 3-18(A)(4))

Sec. 3-36. - Hoses, nozzles and outflow connectors.

Hoses, nozzles and outflow connectors at the municipal airport shall: (1) Be only those specifically designed, tested and marketed for delivery of aviation fuels; (2) For avgas and jet fuel connectors, be of a different size or type so as not to be interchangeable; (3) Be equipped with a nonbypassable one-hundred-mesh final strainer; (4) Be controlled by a spring-loaded, nonbypassable automatic (deadman) fuel cutoff feature; (5) Be color-coded to identify the fuel type.

(Code 1966, § 3-18(A)(5))

Sec. 3-37. - Electrical equipment, switches and wiring.

Electrical equipment, switches and wiring at the municipal airport shall be: (1) Reasonably protected from heat, abrasion or other impact which could cause failure of insulation, open spark or other ignition source; (2) Of a type or design approved for use in Class I, Group D, Division 1 hazardous locations (explosion-proof, i.e., free of exposed conductors, contacts, switches, connectors, motors, etc., which could generate an open spark or other exposed ignition source during normal operations).

(Code 1966, § 3-18(A)(6))

Sec. 3-38. - Grounding and electrical bonding.

The fuel system at the municipal airport shall have piping, filters, tanks and electrical components that are electrically bonded together and interconnected to an adequate electrical ground.

(Code 1966, § 3-18(A)(7))

Sec. 3-39. - Unloading dock or station.

The unloading dock or station at the municipal airport shall be: (1) Clearly marked and color-coded as to fuel type;

35 (2) Equipped with accessible fire extinguishers meeting standards of the National Fire Protection Association Circular 407 (a minimum of two (2), each having at least a 20-BC rating); (3) Equipped with bond or ground wires and appropriate connector clamps for grounding tankers.

(Code 1966, § 3-18(A)(8))

Sec. 3-40. - Loading dock or station.

The loading dock or station at the municipal airport shall be: (1) Clearly marked or color-coded as to fuel type; (2) Equipped with accessible fire extinguishers meeting standards of the National Fire Protection Association Circular 407 (a minimum of two (2), each having at least a 20-BC rating); (3) Equipped with a boldly marked emergency cutoff capable of overriding all other controls and stopping, with one (1) physical movement, all fuel flow; (4) If a top-load system, equipped with a metallic drop type (having an antisplash fuel deflector) long enough to reach the bottom of the deepest fueler tank; (5) Equipped with a spring-loaded nonbypassable automatic "deadman" fuel flow cutoff feature; (6) Equipped with bond or ground wires and appropriate connector clamps for grounding fueler vehicles.

(Code 1966, § 3-18(A)(9))

Sec. 3-41. - Marking or color-coding.

All parts of the fueling system at the municipal airport, including all unloading headers, inlets, tank fills, tank hatches, inflow and outflow piping, valves, top-load drop tubes, hose connectors, nozzles and vehicles, shall be permanently marked and color-coded using terminology and colors prescribed in the American Petroleum Institute Bulletin 1542 as follows:

Black = Jet A

Yellow = Jet B (JP-4)

Red = Avgas 80/87

Blue = Avgas 100LL

Green = Avgas 100/130

(Code 1966, § 3-18(A)(10))

Sec. 3-42. - Availability of grounding.

36 All itinerant, terminal, fueling or other ramps where fueling is regularly conducted at the municipal airport shall be equipped with ground rods or connections accessible during fueling operations.

(Code 1966, § 3-18(B))

Sec. 3-43. - Fuel trucks or mobile fuelers.

(a) Generally. The fuel truck or mobile fuel system at the municipal airport shall: (1) Be boldly marked on all sides to show danger, flammability, standard hazardous material placard with identification number and, inside the crew compartment, to prohibit smoking; (2) Be boldly marked on all sides and in the crew cab to show clearly the type or grade of fuel in the system; (3) Contain or dispense only one (1) type or grade of fuel; (4) Be equipped with at least two (2) boldly marked emergency fuel flow cutoffs capable of overriding all other controls and stopping, with one (1) physical movement, all fuel flow; (5) Be equipped with at least two (2) fire extinguishers as prescribed by the National Fire Protection Association Circular 407, each being accessible from a different side and each having at least a 20-BC rating; (6) Contain no feature which would allow the introduction of any foreign material into the fuel or fuel system; (7) Contain no feature which would allow fuel or concentrated fumes to contact (during normal operations, overfilling or other spill) the exhaust system, hot exhaust gases or any other ignition source; (8) Be equipped with an air filter or spark arrestor over the engine intake and a lead-free exhaust system terminating in a standard baffled muffler. (b) Fuel truck fuel tank. The fuel truck fuel tank shall be: (1) Closed and equipped with gasketed dome covers, each of which contains a three-pounds-per- square-inch (psi) emergency vapor pressure release and which is adequate to prevent fuel spillage during vehicle movement or the influx of water at any time; (2) Equipped with a bottom tank drain with an outlet located to facilitate the convenient capture of outflow; (3) Equipped with a tank bottom outflow cutoff valve which can block fuel flow and spill during a piping rupture or other valve failure; (4) Clean and free of significant rust, scale, surfactants, biological growth or other material which could contaminate fuel; (5) Free of zinc, copper and cadmium. (c) Filter and filter separator. The filter and filter separator system shall: (1) For avgas, contain at least a nonbypassable outflow filter sized to match the maximum pump flow capacity, a differential pressure check system and a bottom drain with an outlet located to facilitate convenient capture of outflow; (2) For jet fuel, contain at least an outflow filter/separator sized to match the maximum pump capacity, a differential pressure check system, a water detection device with cutoff or alarm, a bottom drain with an outlet located to facilitate convenient capture of outflow and fuel sampling (millipore) fittings both upstream and downstream of all filters and filter/separators. (d) Fuel truck piping. Fuel truck piping shall be:

37 (1) Reasonably protected from impact or stress which could cause a rupture or fuel spillage; (2) Free of zinc, copper (except in tubing serving test or pressure gauge systems) and cadmium; (3) Clean and free of rust, scale, surfactants, biological growth or other material which could contaminate fuel. (e) Fuel truck hoses, nozzles and connectors. Fuel truck hoses, nozzles and connectors shall: (1) Be only those specifically designed, tested and marketed for delivery of aviation fuels; (2) Be of a different size or type for avgas and jet fuel connectors so as not to be interchangeable; (3) If an over-the-wing nozzle is used for loading avgas onto an aircraft, the system shall have a downspout or drop tube not larger than one-and-one-fourth-inch outside diameter; if for jet fuel, at least one-and-one-half-inch outside diameter; (4) Be equipped with a dust cap or other feature over the nozzle or connector which will minimize the introduction of contaminants into the fuel or fuel system; (5) Be equipped with a nonbypassable one-hundred-mesh final strainer; (6) Be controlled by a spring-loaded, nonbypassable automatic deadman fuel flow cutoff feature; (7) Be color-coded to identify the fuel type. (f) Electrical equipment and wiring. Electrical equipment and wiring shall be: (1) Reasonably protected from heat, abrasion or other impact which could cause failure of insulation, open spark or other ignition source; (2) Of a type or design approved for use in Class 1, Group D, Division 1 hazardous locations (explosion-proof, i.e., free of exposed conductors, contacts, switches, connectors, motors, etc., which could generate an open spark or other ignition source during normal operations). (g) Fuel truck ground or bonding. The fuel truck ground or bonding system shall: (1) Provide electrical continuity between all metallic or conductive components; (2) Have both ground and bonding wires and clamps adequate to facilitate a prompt, definite electrical ground connection between the fueler, the grounding system and the aircraft being fueled.

(Code 1966, § 3-18(C))

Sec. 3-44. - Fueling personnel.

(a) Number. Fuelers shall be of sufficient number to safely operate the fueling system at the municipal airport and to perform periodic checks and inspections that are essential to that system's proper functioning. (b) Training. Fuelers shall: (1) Be able to identify, explain major characteristics of and distinguish between the various types of fuel (using flammability, color, odor and feel) found on the airport; (2) Be able to describe the types of engines airplanes normally have, explain the major features of each and describe the type of fuels and oils used by each; (3) Be able to identify (by power plant and required fuel type or grade) aircraft normally on the fueler's ramp and to routinely and properly fuel the aircraft; (4) Be able to identify and explain the more common sources and major effects of the following fuel contaminants: water, other types of fuel, biological growth, surfactants, lint, rust, sand and other common solid particles;

38 (5) Understand and be able to explain what should be done when one (1) or more of these contaminants is found in fuel; (6) Be able to identify and explain the basic purpose of required components of the fuel farm and mobile fuelers which they normally use; (7) Be able to explain the purpose of and safely perform periodic inspections and checks needed to keep equipment operational and functioning safely; (8) Understand and be able to explain what should be done when a required component of the fuel farm or mobile fueler is inoperable; (9) Understand the basic "fire triangle" and be able to identify the more common ignition sources found on airports; (10) Understand and be able to explain what should be done if a fuel leak or spill occurs; (11) Understand and be able to generally explain static-generation/retention potential of fuels; the dangers associated with mixing, splashing or misting of fuels; and the dangers associated with filtering and pumping fuels to or from storage tanks, mobile fuelers and aircraft; (12) Understand and be able to generally explain the hazards of atmospheric electrical phenomena, including lightning and static charging of aircraft in flight; (13) Understand and be able to explain the main features of proper firefighting techniques using and demonstrating the use of the fire extinguishers normally found at the fuel farm and on fuelers; (14) Understand and generally explain the danger of defueling. (c) Clothing/footwear. Fuelers shall be appropriately clothed in garments other than nylon with wool, silk, polyesters or other static-generating fabrics and shoes containing no taps, hobnails or other material which could generate sparks on pavement. (d) Other provisions. Fuelers shall not carry on their persons, at any time in, on or within one hundred (100) feet of any tank, dock, the storage area, fueler or aircraft, any ignition device, including safety matches, strike-equipped cigarette lighters or other items which could become ignition sources if operated, bumped, hit or dropped. (e) Performance. Fuelers shall maintain knowledge required by and routinely follow at least minimum standards and procedures in and keep records required by this section. (f) Supervision. Fuelers shall be adequately supervised and periodically checked to ensure that training/knowledge levels are maintained, all equipment and required components are kept fully operational, required periodic checks/inspections are made when due, required records are kept and that proper quantity and grade of clean, dry, "on spec" fuel is routinely delivered to the proper aircraft. (g) Fuel farm/fueler operations. Fueling staff shall: (1) Ensure that only qualified personnel are allowed to operate the fuel farm or equipment or to fuel aircraft; (2) Ensure that fuel unloading and fueler loading are carried out only with a qualified fueler present; (3) Ensure, before placement of fuel in fuel storage tank, that fuel is from a known refiner, has passed appropriate tests to assure the fuel meets specification and is free of contaminants and of proper look (clear and bright), color, smell and feel; (4) Ensure that an adequate system of records is maintained to trace all fuel from delivery onto the airport into a specific aircraft; (5) Ensure fueling is performed only outside, never in a building;

39 (6) Ensure fuelers are never parked closer than ten (10) feet from each other, fifty (50) feet from any building or aircraft not being fueled/defueled and, during loading and fueling operations, one hundred (100) feet from smokers or other visible sources of ignition and at least three hundred (300) feet from any operating aircraft or other radar; (7) Ensure that before all unloading, loading, fueling and defueling operations are begun all motors, engines, radios and other electrical and mechanical equipment, except only auxiliary power units, not needed for that specific operation are turned off and kept off; (8) Ensure that where an electrical ground is available, all systems and fuelers are grounded before commencing and during all fuel handling operations; (9) Ensure that before opening any aircraft or fueler tank or commencing any fueling operation and at all times during fuel transfer at least a bonding wire is connected between the fueler being loaded and the loading dock ground or between the fueler and the aircraft being fueled; (10) Before commencing loading of any fueler or fueling any aircraft, ensure that all fuel farm/fueler equipment to be used is in good operating condition; that adequate settling/static dissipation time (at least thirty (30) minutes; for jet fuel storage tanks, increase the time to at least one (1) hour per foot of fuel depth) has elapsed since filling of the tank involved; that the tank and filter or filter/separator involved have been sumped since the last refill of the tank involved or the beginning of the work shift, whichever is later; and that the fuel about to be loaded or pumped into the airplane is free of contaminants and of proper look (clear and bright), color, smell, feel and type; (11) Before loading any mobile fueler or refueling any aircraft, ensure that within the preceding seven (7) days: a. Differential pressure for each filter or filter/separator on the fuel farm and mobile fueler has been checked, compared with prior readings and found within manufacturer's tolerances; and b. All nozzle/hose connector screens have been visually checked and found intact and free of significant debris; (12) Before loading any mobile fueler or refueling any aircraft, ensure that within the preceding thirty (30) days: a. Each inflow basket strainer has been visually checked; b. A water detection test has been performed downstream of each filter or filter/separator; c. If a jet fuel system, at least a colormetric (visual) millipore or equivalent test has been conducted downstream of the last filter or filter/separator; d. Each mobile fueler has been given a careful visual condition inspection, including a night spark check to identify visible ignition sources; e. Each internal combustion engine's exhaust system has been thoroughly checked and found intact and free of leaks; and f. The entire fueler is mechanically sound and well maintained; (13) Before loading any mobile fueler or refueling any aircraft, ensure that within the past twelve (12) months: a. Each filter and filter/separator element in the entire fuel system has been replaced; b. Each fueling hose in the system has been stretched to its full length, has had maximum pumping pressure applied, and while this pressure is maintained has been visually and tactilely checked and found free of significant cuts, exposed cords, discoloration, soft spots, blisters, slippage of end connectors or other indications of potential failure; c. Each bonding/grounding device/connection has been checked for electrical continuity; and

40 d. Each fueler and storage tank has been opened and visually checked for a buildup of sludge or other contaminant; (14) Ensure that mobile fueler loading and aircraft fueling is conducted only when the spring- loaded nonbypassable automatic (deadman) control is operable and used to control fuel flow; (15) Ensure that the fuel farm and all equipment is kept neat and free of trash or debris which could cause or contribute to fuel contamination or fire; (16) Ensure that all fire extinguishers are checked for charge and condition at least annually.

(Code 1966, § 3-18(D))

Sec. 3-45. - Fueler records.

Fueler staff/supervisors at the municipal airport shall develop and maintain, for at least six (6) months, records adequate to at least show the following: (1) The source, tests run on and ultimate delivery point of all fuel brought onto the airport; (2) Checks made and any subsequent corrective action taken on equipment required by this article; (3) Training given and qualifications/achievements of all fueling staff on the airport.

(Code 1966, § 3-18(E))

Sec. 3-46. - Airport management personnel.

(a) Management. Municipal airport management shall have at least one (1) person regularly available, either on staff or a consultant, who understands the essentials of fuel farm and fueler/pit design, the purpose of each major component, what is required of fueling staff/tenants by at least the minimum standards enumerated in this article and how basic fuel checks, as identified in this article, are conducted. (b) Airport management procedures. The airport manager shall, using either staff or a consultant at least quarterly or more often if deficiencies are significant, inspect fuel storage areas, equipment, actual fueling and fueler/fueling records to ensure at least the minimum standards in this article are routinely followed and/or met. (c) Airport management records. Airport management shall maintain, for at least six (6) months, records to demonstrate the extent and date of required inspections, spot checks, deficiencies found, corrective actions requested and/or made and date corrected.

(Code 1966, § 3-18(F))

Sec. 3-47. - Automobile gasolines.

Certain automobile gasoline may now be lawfully used in specific engines (Continental 0-200-A) in Cessna 150 aircraft if a supplemental type certificate is first obtained from the Federal Aviation Administration and if minor adjustments are made in the aircraft's engine. None of the current fueling publications address this new development. Pending this action, automobile gasoline brought onto an airport for use in any aircraft shall be stored or delivered in or from the same types of equipment, using the same procedures as for the various grades of avgas. API Bulletin 1542 prescribes no acronym or color-coding. Until agreement is reached in the industry and is published, automobile gasolines brought onto the municipal airport for use in aircraft shall be identified by their full names or by the acronym "mogas," followed by a specific description as to the grade/type and octane rating, e.g. "Mogas-Leaded

41 Regular (89 octane)," "Mogas-Unleaded Regular (87 octane)," "Mogas-Unleaded Premium (91 octane)." Where color-coding or color banding would normally be used to identify a specific aviation fuel, no color- coding will be used for mogas; in its place, the generic acronym "mogas" will be boldly affixed using paint or material which clearly contrasts with the surface of the pipe, valve, tank or vehicle being used.

(Code 1966, § 3-18(G))

Sec. 3-48. - Private stores of fuel.

Individuals or aviation businesses wishing to supply and dispense aviation fuel for their private use must first obtain permission from the city. Secs. 3-49—3-70. - Reserved.

ARTICLE III. - ADVERTISING FLIGHTS

DIVISION 1. - GENERALLY

Secs. 3-71—3-85. - Reserved.

DIVISION 2. - PERMIT[2]

Footnotes:

--- (2) ---

Cross reference— Licenses, permits and business regulations generally, Ch. 16. Sec. 3-86. - Required.

No person shall make exhibition flights by carrying banners on or distribute circulars from or operate a loud-speaking device from any aircraft flying within or over the city without first obtaining a permit to do so from the airport manager and paying in advance to the city secretary a permit fee, as established by the city council and on file in the office of the city secretary, for each flight.

(Code 1966, § 3-28)

Sec. 3-87. - Conditions for issuance.

The airport manager shall issue the permit required by this division upon the following conditions: (1) The person who will operate the aircraft, in carrying out any of the objects named in this division, is duly licensed by the Federal Aviation Administration. (2) The aircraft to be used is licensed by the Federal Aviation Administration. (3) The safety and lives of the inhabitants of the city will not be endangered by the proposed flight. (4) The proposed permit has been approved by the city council.

(Code 1966, § 3-29)

42 Sec. 3-88. - Refusal.

The city council may refuse to approve the permit required by this division for any reason it deems sufficient to justify such refusal.

(Code 1966, § 3-30)

Sec. 3-89. - Term.

Permits required by this division may be issued for periods of not longer than six (6) months if the requirements necessary for an individual flight, as provided in section 3-87, prevail throughout such period and if a permit fee as established by the city council and on file in the office of the city secretary is paid to the city secretary upon the granting of such permit.

(Code 1966, § 3-31)

Secs. 3-90—3-99. - Reserved.

ARTICLE IV. - AIRPORT ZONING COMMISSION[3]

Footnotes:

--- (3) ---

Cross reference— Boards, commissions and committees generally, § 2-46 et seq.; zoning, Ch. 35. Sec. 3-100. - Authority; creation.

The Denton Municipal Airport Zoning Commission is established under the provisions of Local Government Code Section 241.016 (Vernon 1988). The commission shall have the duty to study and recommend the establishment and amendment of airport zoning regulations in accordance with state law.

(Ord. No. 91-089, § II, 6-25-91)

Sec. 3-101. - Composition; chairman; terms.

The Denton Municipal Airport Zoning Commission shall have six (6) members, appointed by the city council. Three (3) of the members appointed shall also be current members of the airport advisory board and the other three (3) shall be current members of the planning and zoning commission. Each member shall be appointed for a one-year term, beginning on July 1 and ending on June 30 of the following year, or until a successor is appointed. The commission shall select a chairman and may adopt rules for the conduct of its meetings.

(Ord. No. 91-089, § II, 6-25-91)

43 Agenda Item No.: 5 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: April 11, 2018

Receive information from staff and Staff Contact: Scott T. Gray, discuss the Draft Airport Appraisal Airport Manager Report Phone No.: (940) 349-7744

INFORMATION Receive information from staff and discuss the Draft Airport Appraisal Report

BACKGROUND Airport Staff engaged the aviation appraisal firm of Airport & Aviation Appraisals, Inc. out of Austin, Texas, to assist in assessing various fees at Denton Enterprise Airport. The Report included the market rate comparisons and recommendations for establishing Fair Market Values (FMV) lease rates for vacant Airport land parcels, T-hangar, apron, fuel flowage, and FBO hangar/tiedown commissions. The following recommendations were provided:

 Establish FMV lease rates for vacant parcels (ranges from $0.30 - $0.45/sf/yr).  Retain current Quebec T-hangar rates.  Establish North Apron rate of $0.45/sf/yr.  Replace current percentage of wholesale cost fuel fees (5% or 7%) with flat fees of $0.14/gallon/delivered for public and $0.22/gallon/delivered for private use.  Replace FBO 11% Hangar/Tiedown Commission with FMV land rates on all affected leaseholds.

The Draft Report is scheduled for the Council Airport Committee’s input and direction at the April 13, 2018 Special Meeting.

Attachment: 1. Draft Airport Appraisal Report

44 Airport & Aviation Appraisals, Inc. Austin, Texas Office 702 Chestnut Street, Suite 101 Bastrop, Texas 78602 512-308-1420 Fax: 512-308-9217 Web Site: www.airportappraisals.com [email protected]

Draft

March 23, 2018

Denton Enterprise Airport 5000 Airport Road Denton, TX 76207

Attn: Scott T. Gray, C.M., C.A.E. Airport Manager

Ladies and Gentlemen:

In accordance with your request, we submit herewith our Appraisal Report concerning the market rental value for a variety of airside property at Denton Enterprise Airport, Denton, TX. The subjects will consist of T hangars, paved apron area and various parcels of vacant and unimproved land. The parcels of unimproved land that have been approximated by the client are as follows:

Parcel Acres Square Feet Site 3 1.61 70,000 Site 4 4.36 190,000 Site 5 2.20 96,000 Site 7 3.24 141,000 Site 9 2.30 100,000 Site 10A 0.53 23,000 Site 10B 0.69 30,000 Site 11A 0.75 32,500 Site 11B 1.73 75,500 North Pad Site 0.18 8,000

This report contains information considered relevant to both the value of the property and the method by which we have analyzed collected data to arrive at the value conclusion. Additionally, this Appraisal Report for the client, the City of Denton, Texas is for the sole use of the client, and is governed by the Uniform Standards of Appraisal Practice regulations that apply to Appraisal Reports under Standards Rule 2, Subparagraph A.

45 Draft Airport & Aviation Appraisals, Inc. Supporting data which may help the reader more fully understand the conclusions which are presented in this summary report is present in the appraiser's files. This report cannot be fully understood without reference to this material.

The purpose of the appraisal is to assist the City of Denton, Texas in determining appropriate rental rates to be charged to various tenants of the subjects. The intended user of the report is the City of Denton, Texas. The information and opinions contained in this appraisal set forth the appraiser's best judgment in light of the information available at the time of the preparation of this report. Any use of this appraisal by any other person or entity, or any reliance or decisions based on this appraisal are the sole responsibility, and at the sole risk of the third party. The appraiser accepts no responsibility for damages suffered by any third party as a result of reliance on or decisions made or actions taken based on this report.

The property rights which this appraisal seeks to value are those held by the City of Denton in fee simple interest. The Dictionary of Real Estate Appraisal published by the Appraisal Institute defines Fee Simple as follows: absolute ownership unencumbered by any other interest or estate; subject to the limitations of eminent domain, escheat, police power, and taxation.

The purpose of this appraisal contained herein is to estimate the Market Rental Value of the properties as of March 1, 2018. For purposes of this appraisal, Market Value can be stated as follows:

The most probable price which a property brings in a competitive and open market under all conditions requisite to a fair sale; the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: • buyer and seller are typically motivated; • both parties are well informed or well advised, and each acting in what he considers his own best interest; • a reasonable time is allowed for exposure in open market; • Payment is made in terms of cash in U.S. dollars for in terms of financial arrangements comparable thereto; and • the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Source: Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board of the Appraisal Foundation, published by the Appraisal Foundation, 2018.

In undertaking and developing this appraisal report we have engaged in the following activities which are by no means all inclusive.

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46 Draft Airport & Aviation Appraisals, Inc. * We reviewed various technical data, site plans and any other pertinent information available at this time with regard to land and improvements on the subject property. * We examined various documents pertaining to the subject property and reviewed general data relating to the airport and the general aviation environment which surrounds the subject property’s immediate area. * Researched and analyzed the market for airport real estate comparable to the subject property, and interviewed various real estate, airport and aviation personnel regarding current market conditions, current pricing practices relating to the subject property and its position within the market place. In addition, we have evaluated the competitive position of the subject within the specific market for related properties. * We have uncovered pertinent market data with relation to the lease of relevant comparable property which we believe are similar to and are useful in estimating a rental value for the subject. * Engaged in a methodical and systematic analysis of all the data collected and placed it within proper context for related property in order to develop an estimate of market rental value for the subject properties.

Aerial View of Denton Enterprise Airport

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AIRPORT AND FACILITY DESCRIPTION Facility Name: Denton Enterprise City Name: Denton County: Denton State Name: Texas

Ownership: Publicly Owned Use: Open to The Public Owner's Name: City of Denton

Geographic Data Latitude N3312.07 Longitude W09711.52 (Estimated) Arpt Elevation 642ft (Surveyed) Magnetic Variation 04E 3 miles W of Denton

Aircraft Data Operations (reported) Yearly Avg. Daily General Aviation Transient 73,277 201 General Aviation Local 90,108 247 Air Taxi 1390 4 Commercial 54 0 Commuter 0 0 Military 223 1

Aircraft based on Field General Aviation Singles 266 General Aviation Multi 57 Jet Aircraft 21 General Aviation Helicopters 16 Military Aircraft 0 Gliders 2 Ultralights 0

Runway & Approach Info for KDTO Rwy Length Land Dist Approach Rwy Length Land Dist Approach 18 7,002x150 6,502' ILS 36 7,002x150 6,502' 109.10 - 177°

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48 Draft Airport & Aviation Appraisals, Inc. Airport Facilities Airport Attendance Schedule 7 Days A Week 0600-2200 Airport Status OPERATIONAL Airport Lighting Schedule Dusk-Dawn When ATCT Clsd, MIRL RY 18/36 Preset To Low Intst;To Incr Intsy & Actvt MALSR RY 18 - CTAF. Airport Storage Available Tie Downs, Hangar Extra Services Available Air Freight, Charter, Flight Instruction, Aircraft Rental, Aircraft Sales Wind Indicator Yes - (Lighted) Control Tower Yes

Federal Status Airport Certification Aircraft Rescue & Firefighting Index None Airport of Entry No Custom Landing Rights No Joint Civil/Military No Military Landing Rights YES

Federal Agreements National Plan of Integrated Airport Systems (NPIAS) Grant Agreements under FAAP/ADAP/AIP Assurances Pursuant To Title VI, Civil Rights Act Of 1964 Agreement Under DLAND Or DCLA Has Expired

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Location Of Denton Enterprise Airport On Portion Of Sectional Chart

Sectional Chart Showing Dallas Class B Airspace And Denton Enterprise Airport

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Aerial Photograph Showing Airport Boundaries and Technical Features

Aerial Photo Showing Location of 5,000 Foot Parallel Runway to Be Built in 2018

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Inventory Of Existing Improvement Ownership On Southeast Development Area

Inventory Of Improvements On The Northeast Development Area

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Locations Of Sites 7, 9, 10A, 10B, 11A And 11B

Aerial Photo Of Site 7 Which Consists Of Approximately 132,000 Square Feet

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View Of Site 7 Looking West

Hangar Development On The Northern Boundary Of Site 7

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Hangar Development Adjoining Site 7 On The South Boundary

Aerial Photograph Of The 100,000 Square Foot Site 9

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View Of Site 9 Looking South

Taxiway Adjoining North Boundary Of Site 9

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View Of Site 9 Looking To The Southeast

Various Hangar Development Abutting Northeast Corner Of Site 9

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Sites 10A, 10B, 11A And 11B

Aerial Photo Of Sites 10A, 10B, 11A And 11B

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Southwest Pavement Corner Of Site 11A of Approximately 32,000 Square Feet

View Of Site 11A Looking Northeast

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View Of Site 11B Consisting of 75,500 Square Feet

Site 10A of Approximately 23,000 Square Feet Looking East

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View Of Hangar Development To The Northwest Of Site 10A

South Boundary Of The 30,000 Square-Foot Site 10B And Adjoining Taxiway

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Aerial View Of Sites 5, 4 And 3

Aerial View Of Site 5 Consisting Of Approximately 96,000 Square Feet

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View Of Site 5 Looking North

View Of Site 5 Looking Toward Westcourt Road To Its East

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View Of Site 5 Looking East

Aerial View Of Site 4 Consisting Of Approximately 190,000 Square Feet

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Southwest Corner Of Site 4

Western Boundary Of Site 4

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View Of Site 4 Looking To The East

View Of Site 4 Looking To The Southeast

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View Of Taxiway Leading West To Main Runway System

Area Of Former Gas Well On Site 4

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Aerial View Of Site 3 Consisting Of Approximately 70,000 Square Feet

Drainage Swale to the West and South of Site 3

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View of Site 3 Looking East

Improvement Abutting North Boundary of Site 3

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Site 3

Western Boundary of Site 3 Abutting Interior Skylane Road Running North and South

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Gated Entrance Leading To Taxiways And Apron To The West Of Site 3

Aerial View Of 8,000 Square-Foot North Pad Site

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Area to the West of North Pad Site Leading to Runway Environment

Hangar Located To The South Of North Pad Site

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Area North of North Pad Site

Aerial View of Concrete Parking Apron to the North of the Terminal Structure

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Western Portion of Concrete Parking Apron Adjoining Greenpoint Aviation

Concrete Parking Apron Looking to the East

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Eastern Portion of Concrete Parking Apron

Aerial View of Airport Owned T Hangars

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View of T Hangars from Maneuvering Apron Looking North

Exterior View of Electrically Operated Bifold Door

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Interior View Of Door Showing Insulation

Emergency Lighting System

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Interior of Typical Hangar Bay Showing Roll-On Insulation

Aircraft Parked in T Hangar

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View of Concrete Floor System

Vertical Support Member Anchoring Point

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Underside of T Hangar Roof System Showing Insulation

External View of Bifold Doors

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External View Of Rollup Vehicle Access Door On End Unit

View of T Hangar Showing Concrete Apron Area and Personnel Doors

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Schematic Showing Sizes and Dimensions of Different Hangar Types

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82 Draft Airport & Aviation Appraisals, Inc. MARKET DATA APPROACH The Market Data Approach is based on the premise that the market value of a property is directly related to the prices or rental rates of comparable, competitive properties. This analysis focuses on differences in the legal, physical, locational, and economic characteristics of similar properties and the subject property. It also focuses on these differences in the real property rights conveyed, the dates of leases, the motivations of lessors and lessees, and the financing arrangements for each lease transaction, which can account for variations in rental rates. Four major principles of real estate are inherent in the Market Data Approach.

The principle of supply and demand and its relationship affects prices as buyers constitute market demand and the properties offered for sale make up the supply. Shifts in either one of these elements may cause prices to vary.

The principle of substitution as applied in the Market Data Approach holds that, "The value of a property tends to be set by the price that would be paid to acquire a substitute property of similar utility and desirability" Appraisal Institute, Dictionary of Real Estate Appraisers, Second Edition, (Appraisal Institute, 1989), p.293. Or, should substitute properties not be available in the marketplace, less reliability can be placed on this approach to valuation.

The principle of balance is implied in the Market Data Approach in the relationship between land and improvements, between a property and its environment, and between the forces of supply and demand.

Finally, the principle of the externalities, such as the neighborhood and the economy, can affect the property value positively or negatively.

These four principles are considered in arriving at the Highest and Best Use as improved for the subject property. Through the Market Data Approach, an indication of a market for similar type properties lends support for the Highest and Best Use as improved and for the existing improvements to be maintained for the same use.

The Market Data Approach is applicable to all types of real property interests and depends upon the availability of sufficient data, the recent reliable transactions indicating value patterns, and the nature and stability of economic conditions affecting the marketplace. When valuing an income producing property, such as the subject properties, it can be used in conjunction with the Cost and Income Approaches to value, and to test the reasonableness of the values derived from each of these approaches. A systematic procedure for applying the Market Data Approach involves:

1) Researching the market for data on the prices or rents of comparable properties.

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83 Draft Airport & Aviation Appraisals, Inc. 2) Verifying the data is accurate and representative of arm's-length transactions.

3) Determining relevant units of comparison.

4) Comparing the subject with the comparables and adjusting the comparables for differences.

5) Reconciling the multiple value indications into a single value or a range of values.

The examination of relevant market rental data will attempt to reconcile the existing conditions in the marketplace for similar facilities, the physical nature of the subject property and the overall demand for facilities given the size and the scope of Denton Enterprise Airport. Our examination of data will allow that the overriding operational requirement for this market, is the operational availability of an adequate array of taxiway and runway surfaces on which to operate general aviation airplanes. This will effectively define the overall market universe for comparable facilities. Our comparable land rentals are presented on the following pages:

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84 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 1

Airport: North Texas Regional Airport (KGYI) Dennison, Texas

ATC NAVAIDS: GPS, RNAV, ILS, NDB, VOR, VOR/NDB CT,

Longest Runway: 9,000 Feet

Annual Operations: 79,968

Air-Carrier/Taxi Operations: 138

General Aviation Operations: 79,621

Based Aircraft: 175

Size of Leased Area: .58 acres (25,300 Square Feet)

Lease Terms: 2006 – 2036 - 30 Years

Escalations: CPI every 4 years

Rental Rate: $5,418 per Annum

Lessor: Grayson County

Lessee: GYI Hangar

Rental Rate Per Square Foot: $.21 PSF

Comments: Site for hangar of 11,200 Sq. Ft. This is a typical smaller land lease at this facility. There are a fair number of similar type transactions have roughly the same rental rate. There was a recent lease in 2014 that involved a developer who hoped to create up to six box hangars by leasing paved concrete apron area, and this lease yielded a per square foot rental rate of $0.28 per square foot. The airport is a former military facility, and it has excellent operational capabilities. The location is approximately 65 miles to the north of the Dallas-Fort Worth Metroplex, and the airport is competitive in attracting some owners in the Dallas-Fort Worth area to the airport. There are also several medium-sized maintenance repair and overhaul operations on the facility. The airport facility is slightly superior to Denton. Its location is, of course further north and the demographic that surrounds Denton is superior. The rents on this facility should be adjusted upward to reflect its relationship to the subject airport.

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85 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 2 Airport: Alliance Airport (AFW) Fort Worth, Texas

ATC & NAVAIDS: ILS, GPS RNAV, CT

Longest Runway: 9,600 feet

Annual Operations: 112,326

Air Carrier/Taxi Operations: 13,310

General Aviation Operations: 84,774

Based Aircraft: 26

Lessor: City of Fort Worth

Lessee: FBO Partners, LTD.

Land Area: 238,186.08 square feet (5.47 Acres)

Improvements: Approximately 40,000 Square Foot Hangar & Office Facility (Hangar #3) and Approximately 32,150 Square Feet of Aircraft Storage Facilities (Hangar #4)

Annual Rental Rate: $0.42 per SF (when calculated as a 7% return on the fee simple value of the donated land)

Lease Term: 40-years beginning in 2017

Comments: Rent will not accrue or be due, and Lessee will have no obligation to pay rent, until the first day of the first month following the date that is fifteen (15) years after the Effective Date, in recognition and consideration of the donation by Lessee of approximately 238,186.08 square feet of the Ground, which is currently valued at approximately $1,429,116.48. The structure of Alliance Airport is essentially that the city of Ft. Worth owns the runways and taxiways, and Hillwood development owns all the land around it. This parcel is an adjunct to the fixed base operation at the facility. The process involves a donation of land by the Perot interests, which results in the rent-free portion of the lease. A ground lease with any other entity besides Hillwood has not to our knowledge occurred at Alliance. The posted rental rate is $0.44 per square foot. Alliance is essentially a cargo/industrial reliever airport to Dallas Fort Worth International. Alliance is a unique facility that reflects past policies that are unlikely to be implemented in today’s environment.

The size and scope of the facility includes two very long parallel runway systems. Denton will undertake

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86 Draft Airport & Aviation Appraisals, Inc. the construction of a parallel 5,000 foot runway system which will be located to the west of the existing operational surface. The locations of the two airports are roughly comparable, and both facilities are influenced by similar demographic characteristics. The two airports are essentially apples and oranges, and Denton has a far more numerous and robust general aviation environment. However, the rental structure on Alliance reflects a unique system, and the scope of the physical airport facility warrants a downward adjustment to the indications of rental value that we have developed for this facility.

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87 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 3

Airport: McKinney National Airport (KTKI) McKinney, Texas

ATC NAVAIDS: GPS, ILS, RNAV, LOC, NDB, VOR/DME, CT

Longest Runway: 7,002 Feet

Annual Operations: 108,958

Air-Carrier/Taxi Operations: 2042

General Aviation Operations: 106,861

Based Aircraft: 293

Lessor: City of McKinney

Lessee: Collin County Hangar Owners Association, Inc.

Land Area: 236,182.32sf or 5.4220 acres

Annual Rent: $468,956 Net

Annual Unit Rental Rate: $ .30 per SF

Lease Term: February 1, 2008 - 40 Years

Comments: This comparable supports Condo style executive hangars. 40-year initial term with first adjustment in10 years; every 5 years thereafter based on average land rate of D/FW area GA airport land. The location is superior to Denton. A new runway was recently constructed at McKinney, along with a new control tower. Additionally, in 2013 a substantial fixed base operation was bought out by and entity that is effectively is the Airport Sponsor. This gives the airport substantial control over development and allows the airport to package attractive aeronautical deals for corporations who have flight departments that wish to relocate to the area. Most of the development is on the west side of the airport property, however there are other sites that represent large assemblages of acreage, and the airport is aggressively marketing them to larger users. The demographic characteristics of Collin County are formidable. Rental rates at McKinney represent an upper level for airports that are not close to the core Dallas area. Asking rent at McKinney for small sites of more than an acre is $.35 a square foot. Airport management indicates that they have no plans to market pad sites at the facility, however if they were to undertake such a program in the future, rental rates would be in excess of $0.40 per square foot.

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88 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 4

Airport: Arlington Municipal Airport (KGKY) Arlington, Texas

ATC NAVAIDS: GPS, RNAV, ILS, NDB, VOR, VOR/DME CT,

Longest Runway: 6,835 Feet

Annual Operations: 88,222

Air-Carrier/Taxi Operations: 1036

Operations: 86,971

Based Aircraft: 142

Size of Leased Area: 6.05 Acres (263,734 Square Feet)

Lease Terms: 2008 – 2038 - Thirty Years

Escalations: CPI every 3 years

Rental Rate: $ 67,752 Per Annum

Lessor: City of Arlington

Lessee: ATP

Rental Rate Per Square Foot: $.26 PSF

Comments: This site was assembled to support a proposed fixed base operation. As of the date of the appraisal, it has not been constructed. The lessee is paying rent, however, and we understand that it is the intention of ATP to build the site out. Recent discussions with Arlington airport management indicates that in the spring of 2018, this lease will be recast with a rental rate of $0.32 per square foot. We were also informed that there is a pending lease for a fixed base operator at the airport for a 3- acre site at $0.32 per square foot that will soon be presented to the city government for approval.

The Arlington location is superior to the location occupied by Denton, however the characteristics and the types of users that gravitate to both airports are similar. Arlington (the city and general location) is a major component of the overall Dallas- Fort Worth Metroplex, and is effectively a large city with sophisticated infrastructure and solid demand for property of all types. This is also true of Denton. Development at Arlington is concentrated on the east side of the airport, but there are substantial areas on the west side which could be further developed with large property. Smaller sites at Arlington are being marketed at higher rental rates. Arlington’s location is a very good one, and will make it competitive with a number of airports in the region on a long-term basis for a variety of

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89 Draft Airport & Aviation Appraisals, Inc. aeronautical property transactions. We consider that market rental rates for land on Arlington are a good indicator for Denton.

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90 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 5

Airport: Arlington Municipal Airport (KGKY) Arlington, Texas

ATC NAVAIDS: GPS, RNAV, ILS, NDB, VOR, VOR/DME CT,

Longest Runway: 6,835 Feet

Annual Operations: +/- 89,000

Annual Operations: 88,222

Air-Carrier/Taxi Operations: 1036

Operations: 86,971

Based Aircraft: 142

Size of Leased Area: 53.98 Acres (2,351,369 Square Feet)

Lease Terms: 2017 – 2022 – five 5-year option periods

Escalations: At the end of the second lease renewal, an appraisal will determine the market rental value for the land and that will become the lease rate at that time going forward.

Rental Rate: $423,246 Per Annum

Lessor: City of Arlington

Lessee: Bell Textron

Rental Rate Per Square Foot: $. 18 PSF

Comments: This is a helicopter research and development facility, so the runway length exhibited at the airport is less of an issue that it would be for fixed wing operations. The facility has evolved over a long time (since the mid-1960s), and lease negotiations were only recently completed. This represents a significant increase; the prior rental rate was just under $.03 per square foot and had been at that level for some time. Bell has a substantial investment in improvements, and title to those improvements will remain vested with Bell under the terms of the new lease. This is a large area of comparable land which exceeds the general parameters for most airside transactions at most airports, and certainly exceeds the size of the parcels of land under appraisal at Denton. However, it is included for use in evaluating a large site at Denton on the west side of the airport once the parallel runway system is constructed and other supporting infrastructure is put in place.

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91 Draft Airport & Aviation Appraisals, Inc.

Airside Lease No. 6 (KGVT)

Airport: Greenville-Majors Airport Greenville, Texas

ATC NAVAIDS: GPS, RNAV, ILS, VOR/DME, TACAN, NDB, LOC, CT

Longest Runway: 8,030 Feet (150 Feet Wide)

Annual Operations: 19,135

Air Carrier/Taxi Operations: N/A

General Aviation Operations: +/- 17,000

Based Aircraft: 42

Land Area: 3,600 SF

Lease Terms: 2013 – 2033 - Twenty Years

Escalations: Step Rent

Rental Rate: Year 1-5 - $972 per Annum Year 6-10 - $1,080 per Annum Year 11-15 - $1,188 per Annum Year 16-20 - $1,296 per Annum

Lessor: City of Greenville

Lessee: Texsan Aviation

Rental Rate Per Square Foot: Year 1-5 - $.27 PSF Year 6-10 - $.30 PSF Year 11-15 - $.33 PSF Year 16-20 - $.36 PSF

Comments: Site for small hangar. The Denton location is superior, in this lease also reflects the limited amount of property available on the airport. L3 Corporation, a major defense contractor, has had most of the land on the airport occupied and leased for 50 years. In 2013, a major renewal for the ground lease was undertaken. Within the general marketplace relevant to Denton Airport, pad leases tend to produce a premium due to the existing infrastructure that generally surrounds them, and the efficiency of the ground rental payment for the tenant. If Denton Airport were to make pad sites available on or adjacent to improved apron area, rental rates that reflect the type of rentals achievable at Greenville represent a level which would be comparable or perhaps in excess. The scarcity of land for general aviation applications at Greenville is a 48

92 Draft Airport & Aviation Appraisals, Inc. factor in this particular marketplace. Greenville’s location is inferior to Denton’s, and the surrounding infrastructure and demographic that exists in the vicinity of Denton is also superior. Greenville’s physical runway environment is comparable to Denton.

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93 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 7

Airport: Fort Worth Meacham International Airport (KFTW) Fort Worth, Texas

ATC NAVAIDS: GPS, RNAV, ILS, NDB, VOR, VOR/DME CT,

Longest Runway: 7,502 Feet

Annual Operations: 126,228

Air-Carrier/Taxi Operations: 8,747

General Aviation Operations: 116,839

Based Aircraft: 388

Lease Terms: Began in 2013 40 years, with one, ten-year renewal option

Size: 292,191 square feet (6.71 acres)

Annual Beginning Rental: $78,891

Escalations: CPI every 3 years

Rental Rate: Began initially at $0.27 per square foot. CPI escalations annually with a rent adjustment to airport determined rates and charges structure every five years.

Lessor: City of Ft. Worth

Lessee: FW American Aero Land Company

Rental Rate Per Square Foot: $0.27 per square foot

Comments: Currently, the city of Ft. Worth has determined that land rental rates will be $0.40 a square foot for good airside sites, but has not made any leases for a completely unimproved parcel at these rates. The airport is the major general aviation facility for the city, and is conveniently located to the downtown area and is a well-equipped and highly utilized facility. The property is densely developed on the eastern portion of the airside, and a number of new hangars have been constructed. The comparable that is presented represents that land underneath fixed base operation hangars that were recently built in the vicinity of the terminal. These transactions are several years old, and represent rental rates which were possibly not addressed by airport management for a period of time. The location is superior to Denton, and this airport completes successfully in the overall Dallas-Fort Worth Metroplex.

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94 Draft Airport & Aviation Appraisals, Inc.

Airside Land Lease No. 8

Airport: Fort Worth Spinks Airport (KFWS) Fort Worth, Texas

ATC NAVAIDS: GPS, RNAV, ILS, NDB, VOR, VOR/DME CT,

Longest Runway: 6,002 Feet

Annual Operations: 67,542

Air-Carrier/Taxi Operations: 419

General Aviation Operations: 66,971

Based Aircraft: 261

Size of Leased Area: 45,776 Square Feet

Lease Terms: 2015-2045 - Thirty Years

Escalations: CPI every 5 years

Rental Rate: $ 9,155 Per Annum

Lessor: City of Ft. Worth

Lessee: Copeland & Bullard Investments

Rental Rate Per Square Foot: $.20- PSF

Comments: Most recent pure land lease on Airport. This lease is comprised of three separate parcels that are contiguous. The transaction is located on the northeast development area. The site will be developed with hangars. Asking rentals have now been established by the city at $0.27 per square foot. The Denton location is slightly superior to Spinks; however, the size and the scope of the facility are relatively comparable. Spinks manages to attract a substantial aircraft population from the area to the south of the Metroplex, and sites are becoming scarce on both the west side of the airport and also on the east side, where the original airport that formed the basis for Spinks was located.

There have been no significant leases that relate to larger parcels of airside land, at rental rates established currently by the city. It should be remembered that Spinks in its current configuration represents a relatively new airport in the Metroplex. Many of the original land leases were done at rates that were designed to spur growth and development. The demand for Denton is superior to that which currently exists for Spinks.

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95 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 9

Airport: Cleburne Regional Airport (KCPT) Cleburne, Texas

ATC NAVAIDS: GPS, RNAV, LOC/DME

Longest Runway: 6,002 Feet

Annual Operations: 33,124

Air Carrier/Taxi Operations: 300

General Aviation Operations: 32,800

Based Aircraft: 98

Size of Leased Areas: Sites range from footprint sized executive hangar leases, up to and including several acres.

Lease Terms: Thirty Years

Escalations: CPI every 5 years

Rental Rate: $ 9,155 Per Annum

Lessor: City of Cleburne

Lessee: Various

Rental Rate Per Square Foot: $. 11- PSF

Comments: Cleburne competes at the southernmost point of the basic area which we consider to be relevant to land at the airport which is the subject of the appraisal. The airport has a respectable runway system but is not equipped with a control tower or a precision approach. There is good demand for the facility, and the land rental rates that are applicable to it is currently under evaluation and may increase. There are a number of ground leases that are at the $0.11 per square foot range or at rates which are even lower. The location is inferior to Denton, and the quality of operational elements of the airport are also inferior. Rental rates at Denton for comparable property should be considerably higher.

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96 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 10

Airport: (RBD) Dallas, TX

ATC & NAVAIDS: ILS, NDB, VOR, VOR/DME, GPS RNAV, CT

Longest Runway: 6,451 feet

Annual Operations: 42,940

Air Carrier/Taxi Operations: 97

General Aviation Operations: 42,518

Based Aircraft: 257

Lessor: City of Dallas

Lessee: Development & Construction Services, LLC

Land Area: 91,700 Sq. Ft. (2.11 Acres)

Improvement Description: A multi-unit complex of executive hangars will be constructed that has been master leased to the city as a part of this transaction. They will total approximately 50,000 square feet in eight individual units

Annual Land Rent: Year 1: $11,921 Year 2: $14,672 Year 3: $18,340 Year 4: $21,091 Year 5: $24,759 Year 6: $27,510 Annual Land Rental Rate: Year 1: $. 13 per SF Year 2: $. 16 per SF Year 3: $. 20 per SF Year 4: $. 23 per SF Year 5: $. 27 per SF Year 6: $. 30 per SF Lease rates subject to appraisal every five years thereafter Lease Term: 2017 - 30 years, two five year options

Comments: This transaction represents the most recent ground lease on the airport. As previously mentioned, the third party developer is building hangars which the city will lease back from him. The location relative to the Dallas downtown area is very good, however the general neighborhood around this airport is inferior to the subject Airport. When the runway expansion

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97 Draft Airport & Aviation Appraisals, Inc. project is finished at Dallas Executive, the airports will be roughly comparable with regard to operational surfaces. The escalation of the ground rent relative to this lease represents an upward trend, and the anticipation that Dallas Executive will be aggressively marketed by the city of Dallas in the future. However, as of the date of the appraisal the property is inferior to Denton, and the existing rent should be adjusted considerably upward.

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98 Draft Airport & Aviation Appraisals, Inc. Airside Land Lease No. 11

Airport: (KADS) Dallas, TX

ATC & NAVAIDS: ILS, CT

Longest Runway: 7,202 feet

Annual Operations: 96,476

Air Carrier/Taxi: Operations 7,167

General Aviation Operations: 89,048

Based Aircraft: 550

Lessor: City of Addison

Lessee: EHOAA, Inc.

Land Area: 3.554 Acres

Annual Rental: $100,627

Annual Rental Rate: $0.65 per SF

Lease Term: 2009-2059 40-years

Comments: Bi-annual CPI increases.

There is a limited amount of remaining airside inventory at Addison, and in order to create sizable assemblages of property, existing improvements that are older would need to be demolished. The location is superior to the subject. This lease is for multi-hangar condominium development. The rental rate represents the premium location that Addison Airport occupies with regard to the highly desirable Dallas suburban demographic. The site is located on the southeast portion of the airside. The rental rate demonstrates that in a highly affluent demographic where airside land is scarce, rental rates reflect high demand. Other elements of the Addison marketplace such as sale of improved hangars and units that exist in the development represented by this comparable, reflect a premium compared to other improved sales and rentals, however they do not have the same premium associated with the land that comprises this particular transaction. In our opinion, well located vacant land at Addison would be reflective of this rate as of the date of the appraisal.

Denton and Addison are comparable with regard to the operational characteristics of their respective airport environments. However, Addison is a premium location

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99 Draft Airport & Aviation Appraisals, Inc. and its surrounding demographics are superior to Denton’s. The rental rate indicated by this particular transaction should be adjusted downward for the subject airport.

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100 Draft Airport & Aviation Appraisals, Inc. Airside Lease No. 12

Airport: Dallas-Love Field Airport (DAL) Dallas, Texas

ATC & NAVAIDS: ILS, CT

Longest Runway: 8,800 feet

Annual Operations: 223,997

Air Carrier/Taxi Operations: 161,516

General Aviation Operations: 59,505

Total Based Aircraft: 235

Lessor: City of Dallas

Lessee: Signature Flight Support

Land Area: 2,356,596 sq. ft. (54.1 acres)

Improvement Description: Many metal hangars and concrete and asphalt paved area

Annual Rent: $1,531,641 net

Annual Rental Rate: $.65 per SF Improved Land Rental Rate

This rate was negotiated in 2009

Lease Term: 10 years beginning 1993, with four 10-year options.

Comments: Commencing November 1, 2012 and adjusted on each successive third year anniversary date thereafter, including any option periods, and the rent will be adjusted by the aggregate of the Consumer Price Index over the previous three-year period. Additionally, Signature committed to expending not less than $7 million in capital improvements on the leased premises within 10 years from November 1, 2009 with the first $2 million commencing not later than December 31, 2013 and completing the $2 million expenditure no later than December 31, 2015 and the remaining $5 million expenditure is required to commence not later than December 31, 2018 and be completed no later than December 31, 2019. The capital commitment of $7 million will include not less than $5 million in new capital improvements on the leased premises and not more than $2 million upgrading existing facilities.

The history of land rent at Love is useful to consider. On September 18, 1981 the Dallas City Council approved new ground rental rates for Love Field. The designated improved ground rental rate was $.26 per square foot per year and the unimproved ground rental rate was $.20 per square foot per year. Those rates remained in effect over 21 years with no adjustment. A study of comparable airports in the region, as well as across the country, indicated the ground rental rates at Love Field were below the rates for similar aviation use properties. The average ground rental rates at the airports that were the subject of the survey were $0.46 per square foot per year for improved ground and $0.32 per square foot per year for unimproved ground. The Aviation Department recommended that the ground rental rates at Love Field be increased to $0.46 per square foot per year for improved ground and $0.32 per square foot per year for

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101 Draft Airport & Aviation Appraisals, Inc. unimproved ground, and those went into effect on March 1, 2003. The rates are now $.40 per square foot for unimproved land and $.65 per square foot for improved land. It is also appropriate to discuss the distinction between unimproved ground rental, and improved ground rentals in the context of land at Love Field. These two classes of land represent a distinction which was common during the incipient phases of airport development after the Second World War. When large military facilities were returned to the civilian sector, frequently leaseholds were carved out of large expanses of hangar apron and other airside real estate. The basic distinction that pertains to improved ground rent is that it indicates the tenant is leasing some form of paved surface. In the context of aviation applications, not all paved surfaces are created equal. Sometimes paved surfaces are in such poor condition, that an airside user will tear up the pavement and start again with new serviceable surfaces.

The location is superior to Denton, however as previously mentioned, Love Field is both an air carrier airport and constrained with regard to supporting airside land. Nevertheless, there are a number of large. MRO operators on the field. Gulfstream, Bombardier and five major fixed base operations all have large facilities on the airport. The termination of the Wright Amendment Reform Act, has dramatically increased air carrier demand at the facility. There is now the traditional legal squabbling relating to airline access at the newly completed terminal facility going on. It is thought that the city would like to relocate certain general aviation and industrially related aviation users to Dallas Executive. The subleases that exist at Love Field are reflective of higher rates than the posted rental rates used by the city and represented in this transaction represent. Love Field is a unique aviation environment, and like DFW represents an environment which establishes upper limits for aeronautical land. Denton Airport serves a different marketplace, and has more in common with other general aviation reliever airports presented in this report. The political and business machinations that have surrounded Love Field in the past, and will undoubtedly surround the facility in the future, are Dostoyevskian.

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102 Draft Airport & Aviation Appraisals, Inc. Subject Airside Land Lease Summary (KDTO) Airport: Denton Municipal Airport Denton, Texas

ATC NAVAIDS: GPS, RNAV, ILS, NDB, VOR, VOR/NDB CT,

Longest Runway: 7,002 Feet

Annual Operations: +/- 165,000

Air-Carrier/Taxi Operations: 1,444

General Aviation Operations: 163,385

Based Aircraft: 365 Size of Leased Area: Various

Lease Terms: Long-term, in excess of 20 years

Escalations: CPI every five years

Rental Rate: $11,761 per Annum

Lessor: City of Denton

Lessee: TBD

Rental Rate Per Square Foot: $0.27 per square foot

Comments: Denton is a well-equipped general aviation facility with a long runway system, and a high number of based general aviation aircraft. There are also an extensive number of airside improvements built on the property. The airport’s demand parameters are higher many well-located facilities in the Metroplex with regard to the realm of general aviation aircraft. Denton is located approximately 25 miles to the north of Fort Worth regions, and in some respects, is effectively a northern suburb of the Dallas-Fort Worth Metroplex. The land which exists on the airport is primarily developed on the east side, and sites in this area are becoming scarce. The location is growing, and the airport represents a well-developed facility that will strongly compete with airports in the northern portion of the Dallas-Fort Worth Metroplex, particularly in the general aviation context.

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103 Draft Airport & Aviation Appraisals, Inc. Vacant Land

We will now discuss each parcel of land to be analyzed and develop an appropriate rental rate for each. Based on the information provided by airport management, and the documentation that relates to various plans and delineations relating to the airport, we have been provided with estimations of the approximate size of each parcel. It should be recognized that these sizes are estimations, and while we believe them to be reasonably representative of each particular site, a formal survey may produce different estimations of aggregate size from those provided in this report.

Site7: Parcel Acres Square Feet Site 7 3.24 141,000

Highest and Best Use: In aggregate, this site is appropriate for applications that require larger supporting assemblages of land. Medium-sized aircraft maintenance operations and more T hangars and executive hangars could be potentially located on this property. There is considerable third-party development of these types of hangars on Denton Airport. It also could be subdivided into perhaps two, or three smaller parcels. The main limitation is that the taxiway which serves the property has clearances to the north and south that are approximately 100 feet. This limits the size of the aircraft that could be operationally viable for the site. It is one of the larger contiguous parcels available on the airport as of the date of the appraisal. It is also served with all utilities and other necessary airport infrastructure.

This site has limited visibility from the operational surfaces but is in a portion of the airport where there is considerable development. Leased in its entirety, we believe that the appropriate square foot rental value would be $0.31 per square foot. This is consistent with well-located parcels in the Dallas-Fort Worth metropolitan area. Slightly higher per square foot rental rates would be appropriate if the site were subdivided. The physical nature of the subdivision would come into plan, but the parcels that are further away from the taxiway are assumed to be somewhat less desirable. All estimations of subdivided parcels in this appraisal are dependent on the configuration, and the appraiser reserves the right to revise his estimations of value. The overall rental for the various possibilities is as follows:

Site 7 Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.31 x 141,000 Sq. Ft. = $43,710 3.237 Two Separate Equal Parcels: $0.33 x 70,500 Sq. Ft. = $23,265 1.618 Three Separate Equal Parcels: $0.34 x 35,250 Sq. Ft. = $11,985 0.809

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Site 9: Parcel Acres Square Feet Site 9 2.30 100,000

Highest and Best Use: The overall shape of this parcel of land is rectangular. It is located immediately adjacent to the large parallel taxiway which serves the main runway and offers ingress and egress to virtually all points on the airport. It’s visibility and access are excellent. We understand it is served with all utilities. Because it is adjacent to a large main taxiway, the site could serve intercontinental business jets. It is the only site under appraisal that offers a desirable combination of an excellent location on the airport, an overall size that supports the gamut of general aviation aircraft and straightforward development potential. The site could also be subdivided into two smaller parcels to support individual hangars, but we believe that the assemblage of the aggregate size encompassed by the site in its entirety represents the optimum deployment. This is particularly true when Denton’s capacity to support high performance turbine aircraft in the operational phase is considered. It is an ideal corporate hangar site, and also could be used for the support of open bay hangars for maintenance purposes or aircraft management.

This site is also located in this section of the airport where there is considerable development. Based on the capabilities of the supporting system of the main taxiway that can be accessed along the entire western border of the site, we have allocated a per square foot rental of $0.37 per square foot. Subdivision of the parcel could potentially higher rental rates. Because of the sites prime location, and the generous apron that could possibly be added by developing to the west of the main site, we would not recommend dividing this into more than two separate parcels. An argument could be made that the site should be held for lease in its entirety. The main parallel taxiway would require connectors in order to provide aircraft ingress and egress into the site from the airport’s operational surfaces. In the case of the user that would use the site in its entirety and probably incorporate land to the west of the delineated area as shown in our illustration presented earlier site you user would likely be of the size and scope that we believe these connectors do not warrant a discount. If the site was subdivided into two, north and south parcels, the northern parcel would require a road to connected with the vehicle road located to the south of the parcel. That would not only require the investment in the pavement etc., and it would also require a right of way to be allocated on the southern portion of the aggregate site. This would slightly diminish the available land on the parcel to the south. We would recommend that this area be leased to the tenant on the north parcel. We don’t recommend any credit for the road. The parcel should be priced in the terms formulated to discourage subdivision of the master parcel, because of its unique location and size. As was expressed with regard to Site 7, the layout and position of the sites that were ultimately developed in this case, have an effect on a subdivided value, and we reserve the right to change our value conclusions based on the specifications pertinent to the size and location of a subdivided element of the site. The overall rental for the site under this scenario is as follows:

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105 Draft Airport & Aviation Appraisals, Inc. Site 9 Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.37 x 100,000 Sq. Ft. = $37,000 2.296 Two Separate Equal Parcels: $0.40 x 50,000 Sq. Ft. = $20,000 1.148

Site 10A: Parcel Acres Square Feet Site 10A 0.53 23,000

Highest and Best Use: The location of this property in the same general region of Site 9, but is setback and oriented to the south, and is not immediately adjacent to the main taxiway. This general area of the airport has four similar types of sites with regard to configuration and orientation. The site is well-suited for a small to medium-size corporate hangar facility and/or maintenance hangar. It is served with all utilities, and other airport infrastructure.

The site possesses little visibility from the airside operational surfaces, and is also located on a capable east-west taxiway system that serves multiple sites in this area of the airport. There is also good landside access for vehicles. The site is level and presents a straightforward development proposition. Its small size also offers the potential for larger sector of the marketplace which includes owner-flown jet aircraft. Based on the foregoing, believes that a rental rate of $0.35 per square foot is appropriate for this site. This reflects the availability of infrastructure and the fact that this is a smaller parcel:

Site 10A Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.35 x 23,000 Sq. Ft. = $8,050 0.528

Site 10B: Parcel Acres Square Feet Site 10B 0.69 30,000

Highest and Best Use: This site is just to the East of Site 10A and is slightly larger. It shares the same availability of utilities and airport infrastructure and is also located on the same access taxiway. This parcel is also well suited to small and medium-sized hangars aimed at either the owner flown turbine market or smaller flight departments.

Based on the foregoing, we determined that a per square foot rental rate of $0.35 is appropriate for the site. The characteristics to the adjoining parcel are applicable to both. The overall rental for the aggregate parcel is as follows:

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106 Draft Airport & Aviation Appraisals, Inc. Site 10B Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.35 x 30,000 Sq. Ft. = $10,500 0.689

Site 11A: Parcel Acres Square Feet Site 11A 0.75 32,500

Highest and Best Use: The location of this property in the same general region of Site 9. The site is under an acre and this characteristic is a major factor in its Highest and Best Use. The site is ideal for a small to medium-size corporate hangar facility. It is served with all utilities, and other airport infrastructure.

The site possesses very good visibility from the airside operational surfaces as of the date of the appraisal. It should be noted that development of Site 9 might change this parcels visibility, depending on what is constructed and where, on Site 9. It is approximately three quarters of an acre and has the advantage of being immediately adjacent to the road which offers direct access from Westcourt Road to the east. We've determined that a rental rate of $0.35 per square foot for the site is appropriate. The overall rental for the aggregate parcel is as follows:

Site 11A Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.35 x 32,500 Sq. Ft. = $11,375 0.746

Site 11B: Parcel Acres Square Feet Site 11B 1.73 75,500

Highest and Best Use: This particular site is also located in the same southeast development area as the other parcels valued in this section of the report. The site is large and level, consisting of approximately 1.75 acres. It is served with all utilities and also has a capable taxiway system located to the north, and of vehicle road immediately adjacent to the South. Its configuration is long and rectangular and the depth of larger hangars that might normally go on a site of this size are an issue in value. We have been asked to consider the parcel as subdivided, to accept 70’ x 70’ hangars. Based on a building coverage of approximately 40% of the total site under this scenario, this would yield six sites of just over 12,500 square feet.

Based on the location and size, we have determined that an appropriate rental rate for this parcel is $0.33 per square foot when leased in its entirety. Rental rates would be $0.37 per square foot when marketed as small premium parcels. The overall rental for the aggregate parcel is as follows:

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107 Draft Airport & Aviation Appraisals, Inc. Site 11B Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.33 x 75,500 Sq. Ft. = $24,915 1.733 Six Equal Parcels: $0.37 x 12,583 Sq. Ft. = $4,656 0.289

Site 5: Parcel Acres Square Feet Site 5 2.20 96,000

Highest and Best Use: The site is large enough to support a wide variety of general aviation applications and can be used in aeronautical-industrial capacity to support more sophisticated maintenance and manufacturing airport operations. The parcel is located on the easternmost band of airside development, is not visible from the operational surfaces located to the west. It also is a long and rectangular shaped site with a configuration that has more impact on the size and the utility of hangar structure that is developed upon it.

This site connects to the operational surfaces via a taxilane that is located adjacent to the airport’s T hangars developed to the southwest of the site, and the connection length is approximately 50 feet. Because of its size and location, the overall rental which would apply to it is lower than the primary parcels elsewhere on the airport. It is also obviously appropriate to consider that it would be developed in its entirety by one user. What is more realistic is to consider this parcel as a secondary site which would be held for a larger user that desired the utility that the extra area contained within it offered. Based on this analysis, we have determined that an appropriate rental rate for this parcel is $0.30 per square foot. The overall rental for the aggregate parcel is as follows:

Site 5 Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.30 x 96,000 Sq. Ft. = $28,800 2.204

Site 4: Parcel Acres Square Feet Site 4 4.36 190,000

Highest and Best Use: In aggregate, this site is appropriate for applications that require larger supporting assemblages of land. It also could be subdivided into a number of smaller parcels. The site is served with all utilities but does not have direct taxiway access as of the date of the appraisal. The client has asked us to consider the value that incorporates the assumption that the user would need to bear the expense of connecting the site to the east-west taxiway leading to the runways located to the west of the property. Discussions with airport management indicates that this process is straightforward from an administrative 64

108 Draft Airport & Aviation Appraisals, Inc. standpoint and anticipates that the technical characteristics of the taxiway would not be disproportionate when considered as a portion of the development costs applicable to this parcel. Airport management estimates that the taxiway connector would involve approximately 150 feet of distance and would require the closing of a portion of Skylane Road. As is the case with Site 9, the assemblage value of this parcel tends to encourage its use in aggregate. It is the largest site available with regard to total size as of the date of the appraisal. Large corporate flight departments, maintenance facilities and aircraft management firms that required large-sized hangars would all be possibilities for the site. The width of the taxiway system which would ultimately be connected to it would not allow simultaneous east-west operations, however this is a consideration that can be easily dealt with through coordinated procedures with ATC ground control.

This site has no visibility from the operational surfaces and is in a portion of the airport where there is limited development to the north and south. Leased in its entirety, we believe that the appropriate square foot rental value would be $0.35 per square foot. This recognizes that the size and configuration of the property offers a lot of possibilities, and that because of the good levels of absorption at Denton Enterprise, there is currently a dearth of airside land in general, and very few sizable sites specifically. This is consistent with well-located parcels in the Dallas-Ft. Worth metropolitan area. The overall rental for the aggregate parcel is as follows:

Site 4 Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.35 x 190,000 Sq. Ft. = $66,500 4.362

Site 3: Parcel Acres Square Feet Site 3 1.61 70,000

Highest and Best Use: The overall shape of this parcel of land is L-shaped. It also must be connected to an east- west taxiway which is adjacent to its northwest corner. The considerations applicable to this property mirror those applicable to Site 4. Consideration would need to be given to the size and configuration of the aircraft that would be envisioned for the development.

The site is served with all utilities but does not have direct taxiway access as of the date of the appraisal. The client has asked us to consider the value that incorporates the assumption that the user would need to bear the expense of connecting the site to the east- west taxiway located to the west of the property. Discussions with airport management indicates that this process is likewise straightforward from an administrative standpoint and anticipates that the technical characteristics of the taxiway would not be disproportionate when considered as a portion of the development costs applicable to this parcel. Airport management estimates that the taxiway connector would involve approximately 100 feet of distance. A portion of Skylane Road would also have to be closed. The site's visibility from the operational surfaces is less of a consideration for 65

109 Draft Airport & Aviation Appraisals, Inc. smaller size hangars, and this site has an advantage with regard to its proximity to the airport terminal area and the main FBO on the facility. This area is probably most suitable for the support of small to midsize general aviation aircraft facilities. It is also located in this section of the airport where there is considerable development. Based on the constraints of the supporting system of taxiways that may limit the type and size of development that takes place on this parcel, we have allocated a per square foot rental of $0.33. The overall rental for the aggregate parcel is as follows:

Site 3 Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.33 x 70,000 Sq. Ft. = $23,100 1.607

North Pad Site: Parcel Acres Square Feet North Pad Site 0.18 8,000

Highest and Best Use: The location of this property represents the extreme end of the northern portion of the airport. This property would need a taxiway connection running to the west in order to connect to the main parallel taxiway system. Other than this feature, we understand that it is served by all utilities. It is a very small site. It is a site that could be developed with a small executive type hangar, and there is a robust market for this type of facility at Denton. The location is somewhat remote; however, some general aviation aircraft owners prefer this characteristic. Particularly those involved in home-built aircraft projects.

The site does possess excellent visibility from the airside operational surfaces and is also located in an area that contains most of the older development that currently exists on the airport. While the site is marketable to a broad section of the general aviation pilot population, it is not necessarily a true “pad site” due to the need for the connecting taxiway and the lack of any paving on the property. In the Dallas-Fort Worth Metroplex, premium pad sites generally are immediately adjacent to shared apron and taxiway systems and typically produce desirable economic development parameters for their lessees. However, we still attribute a premium characteristic to this size site given the nature of the marketplace at Denton. Based on the foregoing, we believe that a rental rate of $0.35 per square foot is appropriate for this site. The overall rental for the aggregate parcel is as follows:

North Pad Site Per SF SF Allocated Annual Rent Acres Allocated Primary Airside Land: $0.35 x 8,000 Sq. Ft. = $2,800 0.184

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110 Draft Airport & Aviation Appraisals, Inc. We have been informed by airport management that several parcels are under option and/or agreement by entities that wish to develop property on the airport. We would recommend that in the event the proposed transactions do not consummate in the future, that these particular parcels be valued in order to determine the appropriate market rental rate for each, specifically taking into account their individual elements. This recognizes the specific characteristics and developmental challenges, along with the normal locational and infrastructural considerations that apply to the vacant land parcels on the airport. Denton has exhibited an above-average absorption of airside sites over the last 25 years. There are over 30 different entities with airside leaseholds on the airport. In addition to development by third parties, the airport has also undertaken airside development with airport-owned improvements. This has caused a number of parcels to exist in somewhat scattered, isolated locations, along with creating a some developmental challenges with regard to infrastructure and access to the airport’s runway and taxiway system. By developing unique and specifically estimated market value, the airport will place itself in the best position to gain the maximum possible return on the airside property assets and appropriately position itself in the marketplace that it competes in.

T Hangars and Box Hangars

The next category of airside real estate relates to T hangars. As previously mentioned there are a number of T hangars on the airport that both belong to the City of Denton, and to third-party developers who have built on the airport since the 1990s. There are a variety of sizes and styles available. The general characteristics of the marketplace that pertains to T hangars surrounding Denton Enterprise Airport relate to the numbers of similar facilities located in the general Dallas-Fort Worth Metroplex, and the overall supply of units that are available. The Dallas-Fort Worth area is an extremely active, and highly concentrated region containing a wide variety of aviation applications that ranges from air carrier entities at extremely busy airports that serve them, along with virtually all elements of general and military aviation. There are also significant aeronautically oriented industrial users that relate to depot level maintenance and repair, along with numerous airports supporting the normal constituency that rent T hangars and other forms of shelter which are suitable for small and medium-sized general aviation aircraft.

The market universe of T hangars available surrounding Denton airport is sizable. Many airports offer this desirable form of shelter, and with few exceptions, the range of rental rates that pertain to them is concentrated in a relatively well-defined price bracket. On Denton Airport alone, when the third-party developer units are considered in conjunction with those T hangars offered for lease by the single FBO, the market universe is approximately 100 available units which are more or less comparable to those owned by the city and are the subject of our appraisal. As can be seen, in the pictures that are presented earlier in the report, the T hangars under consideration are relatively new, and we are informed that they were constructed over a

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111 Draft Airport & Aviation Appraisals, Inc. period from 2015 to 2017. They are also appointed with a number of premium features. The units are fully insulated with roll-on vinyl insulation, and are equipped with good quality, electrically operated bifold door systems. End units have rollup doors which allow vehicles to ingress and egress the hangar area, and the quality of construction and the reputation of the hangar manufacturer is excellent. The units were constructed by local contractors utilizing a hangar system produced by Erect-A-Tube, a manufacturer that has successfully produced their product over many decades. Box hangars are also offered, and these roughly square units offer the user a larger open area for the storage of the aircraft housed within them. They can also accommodate more than one light aircraft. This is a desirable configuration. The area around Denton also has a significant number of newer facilities that have been developed by third-party developers at various airports. Along with newer properties, there is also a sizable market of T hangars that in some cases, are up to 40 years old. T hangars have a capacity to remain fully functional for a period of time that generally is in excess of other airport improvements, and certainly is in excess of most comparable commercial-warehouse properties. This has to do with the fact that the general shape and size of the general aviation aircraft which are suitable for T hangars, has not changed dramatically over the last 80 years. Therefore, so long as hangars are kept in reasonably good condition, and the door systems are operationally functional, the hangars continue to be economically productive and functional for a wide cross-section of the marketplace. The airports that are most comparable to Denton in the region are Arlington, Dallas Executive, Ft. Worth Meacham, and some level of comparability at airports that are geographically more removed like Fort Worth Spinks, and Addison. Comparable T Hangar Rental Rates

KFTW Ft. Worth Meacham Intl, Ft. Worth TX- Longest Runway: 7,502 CT T hangar Rental Rate: $350 per month Comments:

KFTW Ft. Worth Spinks, Ft. Worth TX- Longest Runway: 6,002 CT T hangar Rental Rate: $260-$450 per month Comments: These rents pertain to newer units that have been privately developed.

KRDB Dallas Executive Airport, Dallas TX- Longest Runway: 6,451 CT T hangar Rental Rate: $300-$500 per month Comments: A large selection of units exist on this facility. The older units represent the lower end of the spectrum.

K6R4 Collin Cnty Rgnl At Mc Kinney, Dallas TX - Longest Runway: 7,002 T hangar Rental Rate: $398-$650 Comments: High end are box hangars

KGVT Majors Greenville, TX - Longest Runway: 8,030 CT T hangar Rental Rate: $180-$250 Comments:

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112 Draft Airport & Aviation Appraisals, Inc.

KGPM Grand Prairie Mun, Grand Prairie, TX - Longest Runway: 4,001 T hangar Rental Rate: $200-$549 Comments:

KGKY Arlington Muni Arlington, TX - Longest Runway: 6,080 T hangar Rental Rate: $215-$315 Comments:

KAUS Addison Airport, Dallas Texas, TX- Longest Runway: 7, 203 CT T hangar Rental Rate: $460 Comments: Hangar of approximately 1,100 square feet

KEDC Austin Executive Airport, Austin, TX- Longest Runway: 6,300 T hangar Rental Rate: $499 Comments: General range of asking rentals. These represent new units compared to the balance of the Austin marketplace.

KGTU Georgetown Airport, Georgetown, TX- Longest Runway: 5,000 CT T hangar Rental Rate: $450 Comments: Part of Georgetown Jet. Newer T hangars.

Because of the high number of available units in the Dallas-Fort Worth region, T hangars are a competitive business. Although the subject property T hangars are excellent facilities on almost every level, the wide number of competitive options do not produce a concomitant premium for the actual rental rates that the facilities can command. This is true for larger executives sized hangars as well. At a certain point the marketplace does not compensate the developer for quality on a linear basis. Additionally, because there are a large number of third-party developers in the marketplace, there is a level of resulting developmental skill that produces a quality product at reasonable prices. Therefore, although the subject hangars represent a high standard, they are disproportionately affected by older units which are functional and serve the marketplace well. The region around Denton is somewhat unusual in this regard. Generally, T hangars are a scarce commodity, and in some areas of the country command premium prices.

As previously mentioned in the appraisal, there are a variety of different sized hangars and configurations under appraisal. In order to address this, we have collected comparable data for which the square footage is known to the appraiser, at competing airports in the market area. We have also analyzed the rental market for T hangars that are leased by the City at the airport. We have reduced the rental rates which are charged on a monthly basis to an annual and a monthly per square foot rental rate which our charged for the various units at the subject property. This information is presented on the following pages:

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113 Draft Airport & Aviation Appraisals, Inc. McKinney National Airport

The T hangars at Denton are newer and have more amenities. The doors on all the units at McKinney are sliding doors. The box hangars are also inferior to the box hangars at Denton.

Fort Worth Spinks Airport

These units are located in a large complex of box hangars and T hangars. Denton’s location is superior, and the airports operational capability is superior. These were constructed in approximately 2007 and 2008.

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114 Draft Airport & Aviation Appraisals, Inc.

Arlington Airport

These hangars are inferior and older compared to the subjects at Denton. The location and airport capabilities are basically comparable.

Mesquite Airport

These are older units that are inferior to the hangars at Denton.

Grand Prairie Airport

These units are old, and although the location of the airport is good, the facility and its operational characteristics are inferior to Denton.

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115 Draft Airport & Aviation Appraisals, Inc. Dallas Executive Airport

The first units presented are part of a development that has been constructed by a third-party developer. There are slightly older than the subject, but also have some superior characteristics such as being plumbed out for water if required by the tenant. This is also the case for the larger box hangars at Spinks. The location is slightly superior to Denton. The last two comparables at Dallas Executive are older units, with the smaller of the two units having sliding doors. They are leased from the City of Dallas by one of the FBOs. The $500/month units are newer, and more comparable to the subject.

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116 Draft Airport & Aviation Appraisals, Inc.

A similar analysis that is pertinent to the 27 units that are located at Denton is as follows:

The fit and finish of these units is very good and is reflective of the newer and better- appointed hangar comparables in the marketplace. The rates appear to reflect the good operational characteristics of the airport, and given the individual sizes and amenities, appear in our opinion to represent market based rental rates, and require no adjustment as of the date of the appraisal. The variation in the slightly higher costs for the larger size units most likely relates to the rollup vehicle door that is installed as a part of T hangar units A and B, and in the case of the box hangars there is less common wall utilized on a per unit basis than is utilized on the T hangar design. Otherwise the general range of pricing conforms with the airports which Denton is competitive with in the area. Apron The appraisal will also address the concrete apron area that is located to the north of the terminal building. This area is currently open and available for use and is not leased to any of the users on an exclusive basis. We will analyze a rental rate and the methodology for charging users that considers both the value of the space in the context of aeronautical real estate, but also takes into account administrative issues relating to collection and tracking of incremental revenues by airport management. The space is utilized for a number of purposes. Currently the fixed base operator on the facility (US Jet Center) places aircraft there that are not parked in the vicinity of its terminal operation to the south of this area. The apron area is also utilized by Greenpoint Aerospace, a Maintenance Repair and Overhaul facility which has a complex of large hangar structures developed to the north of the apron. Both entities that primarily use the apron, use it for aircraft parking requirements which are not attributable to permanently based aircraft, and relate to transient aircraft utilizing the fixed base operation, or aircraft

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117 Draft Airport & Aviation Appraisals, Inc. that either visit Greenpoint on business, or are involved in some form of maintenance activity at the MRO facility. Denton Enterprise Airport has a category of leases which are representative of exclusively leased apron area. This is not always the case on similar airports. We have been provided by airport management with the most recent, that applies to an area that was leased to the tenant, and improved at the airport’s expense. It relates to a site that is 41,400 square feet in size and was leased for $0.45 per square foot in 2012. The site was paved at the city’s expense with concrete for aircraft parking.

There are basically two types of leases for ramp at Denton. The first relates to unimproved land which the lessee has improved with paving at their own expense. The second relates to paved areas that does not reflect a similar leasehold investment in paving. The reader should bear in mind that this leasing policy is reflective of areas which are under the exclusive control of a single operator, and the rental rate that is applicable in either the improved or unimproved condition, reflects the exclusivity and the operational control inherent in the lease arrangement. In the case of the subject apron, the position of the facility relative to both Greenpoint and the fixed base operation, makes it operationally feasible to serve both operators and also be used for other applications which may come up pertinent to the airport. We have estimated the overall size of this area to be approximately 2.7 acres. The western portion of the area is approximately 75,000 feet, and the eastern portion is 41,250 square feet. This works out to an area of 1.7 acres to the west and just under 1 acre to the east. The ramp is high quality concrete and is in very good condition. It is suitable for a wide variety of parking applications, and we are informed that it supports a variety of high-end business aviation aircraft regularly. Our estimation of the structure that is applicable to the rentals on Denton airport for paved property indicates that they are market-based. Airports that have leases with tenants that involve portions of ramp that are paved are as follows:

Dallas-Love Field Airport, Dallas, TX- Improved Airside Land Rental Rate: $.65 psf

Ft. Worth Meacham Airport, Ft. Worth, TX- Improved Airside Land Rental Rate: $0.40 psf

Fort Worth Spinks Airport, Fort Worth, TX- Improved Airside Land Rental Rate: $0.27 psf

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North Texas Regional Airport, Dennison, TX Improved Airside Land Rental Rate: $.27

Addison Airport, Dallas, TX Improved Airside Land Rental Rate: $0.75 PSF

Arlington Muni , Arlington, TX Improved Airside Land Rental Rate: $0.36 PSF

Dallas Executive Airport, Dallas, TX Improved Airside Land Rental Rate: $0.40 PSF

McKinney National Airport, McKinney, TX Improved Airside Land Rental Rate: $0.45 psf

Greenville-Majors Airport, Greenville, TX Improved Airside Land Rental Rate: $0.35 psf

Lancaster Airport, Lancaster, TX Unimproved Airside Land Rental Rate: $0.30 psf

Most airports charge a premium for the rental of paved surfaces. There are some that do not, due to the fact that in Texas, many airports have an abundance of very good, and well-located paving left over from the airport’s previous military use. We have allowed for the fact that the concrete on the apron has been there for approximately 5 years. There is some allowance for the age of the concrete, and the appropriate amortization that applies to the investment. The apron is also well located with regard to the existing users. We have ascribed a per square foot rental rate of $0.45 per square foot for apron in this area. The rental rates for paved property at Denton that exist assuming that there was no investment by the lessee represent a reasonable market value for the subject properties. If it were desirable to lease each portion on an exclusive basis to Greenpoint and the fixed base operator, the rental rates would be as follows: West Apron - 75,000 square feet x $0.45 = $33,750 East Apron-41,250 square feet x $0.45 = $18,563

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119 Draft Airport & Aviation Appraisals, Inc. We are assuming that the larger parcel would be leased to the fixed base operator due to its proximity to the general terminal and main arrival and departure facility occupied by the FBO. We understand that Greenpoint aircraft are generally involved in some form of maintenance activity and or transport of personnel associated with the aircraft being maintained, and therefore have assumed that the eastern portion would be more appropriate for the MRO. An alternative application could be developed that put both the FBO and Greenpoint in the position of charging their customers for its use and paying the airport the bulk of the money. The advantage for the tenant in this case would be that they would not need to commit to a fixed increase to their general overhead. This is sometimes a concern for profit center tenants depending on the scope of the financial commitment. The alternative would be for the airport to establish a matrix of charges based on the size of the aircraft, and task the FBO and Greenpoint with the process of collecting it, and retaining and administrative fee that would compensate them for the collection process. This would minimize the impact on the airport’s administrative capacity. We understand that it is not unlimited. Flowage Fees The current policy at Denton with regard to the airport’s methodology with regard to collections of fees relating to fuel flowage is based on a percentage of the wholesale price being applied to fuel utilization, depending on whether the fuel is utilized for the consumption of the tenant, or it is retailed to a third-party user. Essentially what this means is that fixed base operators pay 7% of wholesale price, and tenants who purchase fuel for their own use or use by their subtenants, pay 5% of the wholesale price to the airport. The administrative burdens that this imposes for landlord and tenant are obvious. Wholesale fuel prices for Jet A change on a weekly basis, and Avgas is generally adjusted by suppliers every two weeks. It requires both the airport and the entity paying the flowage fee to constantly monitor a marketplace which can be extremely volatile when external geopolitical factors occasionally come into play. Additionally, the general practice in the Airport industry is to fix flowage fees at a particular amount per gallon and although it may escalate over time, it is independent of the wholesale price paid to the appropriate suppliers when the fuel is purchased. In addition to the particular characteristics of the system, the airport owns one fuel farm that it is utilized by tenants. This relieves the tenant of the expense and responsibility of creating a fuel farm, and this is many times an advantage in terms of creating a viable on airport leasehold. In general, airports that who have fuel farms and have built them utilizing their own capital, charge flowage fees that are reflective of this investment. Additionally, some airports are essentially middleman between fuel providers and their tenants and occupy a proprietary exclusive position with regard to every gallon of fuel that flows through their particular airport environment. This situation sometimes mandates that the airport maintain and operate the fuel farm system, and flowage fees that pertain to this arrangement are higher. In the case of the fuel farm owned by the

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120 Draft Airport & Aviation Appraisals, Inc. airport, it is leased to users on a completely net basis, with the airport having no responsibility for maintenance or overall upkeep. We have surveyed the marketplace for comparable airports that surround Denton and collected data pertinent to flowage charges on each airport. We also briefly discussed any policies and practices which mirror the situation at Denton with regard to the two different levels of pricing that is applied to tenants that cell retail fuel, and tenants that use it exclusively for their own operational purposes. This data is presented below:

Dallas-Love Field Airport, Dallas, TX- Flowage Fee: $0.12 per gallon for fuel sold to the public $0.20 per gallon for fuel self-use

Ft. Worth Meacham Airport, Ft. Worth, TX- Flowage Fee: $0.15 per gallon for fuel sold to the public $0.27 per gallon for fuel self-use

Fort Worth Spinks Airport, Fort Worth, TX- Flowage Fee: $0.15 per gallon for fuel sold to the public $0.27 per gallon for fuel self-use

North Texas Regional Airport, Dennison, TX Flowage Fee: $.06 per gallon

Addison Airport, Dallas, TX Flowage Fee: $0.14 per gallon for fuel sold to the public $0.22 per gallon for fuel self-use

Arlington Muni , Arlington, TX Flowage Fee: $.08 per gallon

Comments: Harrison Aviation pays a lump sum fee to the airport, and this flowage fee will be charged to the ATP FBO

Dallas Executive Airport, Dallas, TX Flowage Fee: $.07 per gallon

McKinney National Airport, McKinney, TX Flowage Fee: $0.12 per gallon for fuel sold to the public $0.20 per gallon for fuel self-use

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121 Draft Airport & Aviation Appraisals, Inc. Comments: Flowage fee is largely symbolic. The airport sponsor owns and controls the FBO.

Greenville-Majors Airport, Greenville, TX Flowage Fee: $.07 per gallon

Lancaster Airport, Lancaster, TX Flowage Fee: $0.20 per gallon

As can be seen, the range of fuel flowage fees is between a low of $0.06 cents per gallon to a high of $0.27 per gallon. Addison Airport recently installed a very large fuel farm that serves the entire airport property. The flowage fee at the upper realm is therefore reflective of the investment which was alluded to some airport owned facilities earlier in the section of the report. The consistency in the marketplace that’s demonstrated by the data indicates that the airports that Denton is comparable to with regard to its competitive position in the Dallas- Fort Worth Metroplex have for the most part a relatively similar system for imposing flowage fees. The two-tier system basically recognizes that entities that provide services to the public under generally consistent minimum standards, pay lower flowage fees for fuel that is sold to their customers in this context. There is a general awareness in the industry that fixed base operators have a number of embedded overhead costs which are not generally directly recovered from the market place. Entities that self-fuel (such as corporate flight operations) generally do not have an obligation to remain open during specified times, provide staffing with appropriate personnel and in some cases, engage in mandated aeronautical services. Our opinion is that Denton Enterprise should adopt a policy that reflect airports in the region that have degrees of comparability with the subject property. This approach would focus on airports like McKinney National, Love Field, Addison and Fort Worth Meacham. These airports are comparable with regard to the physical composition of the operational elements, and also have a similar relationship with regard to the Metroplex and their centers of population and aviation activity. The object of this particular approach would also be to recognize a relatively similar revenue stream to the airport as the current more cumbersome system that is in place now, but also eliminate the need for management to continually monitor wholesale pricing to reflect the ever-changing marketplace which pertains to Jet A fuel and avgas. The recommended pricing system should therefore be as follows:

$0.14 per gallon for fuel sold to the public $0.22 per gallon for fuel self-use

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122 Draft Airport & Aviation Appraisals, Inc. Percentage of Hangar Rentals In the case of the now single fixed base operator that exists at Denton since they purchased their competitor, the airport gets a 11% payment relating to the gross rental charged by the FBO for aircraft that are stored in their hangar. This will escalate in December, 2019 to 12% under the lease. This applies to both aircraft which are based at the airport, and or subtenants of the FBO, and also to transient aircraft that require overnight hangar space when they come to Denton. If the FBO subleases hangars that they control in their entirety to an unrelated party, which is often the case at Denton, they also pay 11% of the gross rental rate they collect to the airport. This arrangement is similar to the process that is applicable to flowage fees, in that it requires both the lessor and the lessee to constantly monitor the hangar occupancy to ensure that the charges pertinent are fairly collected and paid. Discussions with airport management indicates that this arrangement was implemented because the fixed base operations on the airport were charged a lower ground rent, and that the percentage of hangar rental system was designed to make up the difference pertinent to the reduced ground rent. The FBO at Denton pays an average of $0.21 per square foot for sites that are considered to support improvements that are not owned by the airport, and in the market region that surrounds Denton, percentage rents are rare, and we could not find any relevant airports that took a percentage of hangar rental as part of the compensation package to the lessor. Percentage of gross revenues rental is roughly analogous to the situation at Denton in that it deals with a portion of the FBO’s revenue stream, but the situation at Denton does not encumber as broad a range as the percentage of gross revenues contract arrangement. At this point some discussion of the framework that developed the variety of systems that pertain to other airports in addition to Denton is appropriate. Traditionally, airport lease payments may be made in four different ways or in combination of them:

-Rent on real estate by cents or dollars per square foot -Charges on lessee's unit sales, such as cents per gallon gas sold -Percentage of gross sales -License fees

In some cases, airport leases provide for three, or even all four sources of income. Rents and fees are fairly straightforward and easy to comprehend. On the other hand, the percentage of gross may result in excess of payment to the airport if not kept within prudent bounds. The areas of fees based on concessions and percentage of revenues are potentially full of pitfalls for both the landlord and tenant. The tendency of the airport landlord to decide to extract heavy payment from the tenant must be protected and guarded against in order to have a fully functional business that is able to meet normal financial obligations to the landlord. It is possible to wrap all three forms payments into combined rate which reflects direct comparison with other on-airport tenants, both on

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123 Draft Airport & Aviation Appraisals, Inc. airport, and at comparable airports. The problem is that fewer and fewer competitive airports are utilizing percentage-based systems.

Traditionally, particularly in the 1960’s and 1970’s, many aviation leases provided a rent schedule based upon a percentage of gross. This was applied usually with a fixed minimum rental payment. This manner of rental payment calculation can be beneficial to an aviation business because if sales go down, rent goes down. On the other hand, it makes it much harder to budget expenses, as rent is now a variable cost instead of a fixed cost. Several techniques can be applied to utilize gross sales revenues properly, such as a selected formula for establishing rents. The lessee may develop some predictability and fairness by striving for a reduced schedule for the fixed real estate rent and the use of unadjusted gross formula for the balance of income. This may be defined as gross income, less taxes, less bad debts and collection loss, less fixed fuel flowage fees and less aircraft sales.

The concept of aircraft sales as a percentage of an FBO's gross rent is important one to understand. As of the date of this study, a Beech G36 costs approximately $1,000,000. This gross sale price is in many times, greater than all real estate revenues which may be received by an FBO in the course of an annual business. For the typical aviation business, it is thought that aircraft ownership should be encouraged by not taking direct percentages on any wholesale or retail sales. This assumes the long-range practical result of more aircraft operating hours, more maintenance, storage, fuel and other related businesses. Some states apply a sales tax that is returned, in part, to the local jurisdiction where the sale took place. Another important factor regarding aircraft sales is that the traditional structure for retail sales of aircraft which existed in the 1950s and the 1960s and 1970s, has been largely supplanted by factory direct operations. This is particularly true in high-end turbine aircraft. As a practical matter, new aircraft sales are the purview of far fewer FBOs than was the case 30 years ago. Additionally:

- The aviation business has changed dramatically over the last 30 years. Increases in fuel prices, changes which apply to aircraft manufacturing and overall economic conditions which are applicable on a national level are different and that created a business environment which is not comparable to the one which existed several decades ago.

-Fixed base operations have always been essentially limited margin businesses and this level of economic performance has created constricted access to capital and caused some level of volatility within the industry. Denton Enterprise is beginning to realize a position relative to the Dallas-Fort Worth metropolitan area which is logical, and the direct result of the environment which has developed over the last 15 years regarding fractional aircraft ownership, the increased usage aircraft charter and the proliferation of smaller jets which offer the general public wider variety of transportation options. Denton’s natural position is also a place where reasonably priced real estate can be procured in order to base aircraft in the general Dallas-Fort Worth area, and not necessarily just as an airport that serves the needs of the immediate geographic area that exists around the airport.

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124 Draft Airport & Aviation Appraisals, Inc. -Long-term stability in the business is created by understanding the economic capabilities of the unique tenant universe which is appropriate and mandated for airside property on airports like Denton. The challenges to the airport sponsor of monitoring, auditing and ultimately collecting percentage revenues which will undoubtedly be developed by a changing revenue profile which is not essentially reflective of the aviation universe which may have existed 30 years ago is a major consideration, and can be offset by a solid system of rental rates for land and buildings.

-Our recommendation is that the basis of airport revenues be related to real estate and other considerations which are property developed. The retail characteristics of the general aviation marketplace are almost invariably unsatisfactory as an objective basis for collecting percentage rents. The general practice in the non-aviation real estate universe is to rely on market rental rates for compensation with regard to property elements. The only exception to this relates to retail property such as shopping centers, and other narrowly focused retail-related real estate. These particular exceptions generally rent to tenants who serve a far larger market universe than is represented by the market for goods and services that exist solely within the aeronautical realm.

By way of example Arlington Municipal currently charges an annual license fee of $22,000 to one of retailers of aviation fuel on the airport, Harrison Aviation. This license fee is in lieu of what is more normally a per gallon charge to the tenant by the airport for flowage. There is a pending lease for an FBO on the airport and an existing lease for an FBO on the airport and both of these organizations are being charged a flowage fee that is delineated in another section of this appraisal.

The reason given for the change was that Arlington had developed capabilities since the first arrangement was made with Harrison, that essentially created a different kind of airport, and did not require the airport to provide a form of subsidy as policy even though at the time it was necessary given the level of development at the airport.

The goal of airport management in analyzing the current charges which apply to critical elements of the airport’s revenue structure was to not only develop a system that fairly reflects the value of Denton Enterprise Airport in the marketplace it competes, but also to eliminate the administrative burden on both the lessor and the lessee that pertains to a system which must constantly track wholesale prices and revenues which pertain to the element of the existing fixed base operation lease that calls for a current percentage 11% to be paid to the airport. As previously mentioned, the basic beginning of the system goes back to a point in time when Denton Airport was not as intensively developed. Since it’s rationale was to balance the revenue stream to the because land was priced to incentivize the fixed base operation, we recommend that the system be reworked to develop market rental rates for land, and to eliminate percentage fees that pertain to hangar facilities. this would develop market rental rates for the various land components that make up not only the existing fixed base operation, but also any other FBO’s that might be developed on the airport in the future.

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125 Draft Airport & Aviation Appraisals, Inc. Conclusion We have also examined the matrix of rentals that apply to aircraft on the field. They are typical for those that pertain to the competitive general aviation marketplace in the Dallas- Fort Worth region. Hangar rental values and hangar values for units that sell are respectable but have not dynamically grown. Denton, while a substantial facility is still a suburban location that is growing. Our opinion is that the city analyze the revenue stream which would be applicable to land when adjusted to market levels. This would involve considering the characteristics of the myriad of sites that make up the fixed base operation, and also consider how the development of the west side of the airport subsequent to the construction of the new parallel runway will affect the FBO market at Denton. Fuel volume levels produced as of the date of the appraisal indicate that the capacity to support FBO development at Denton is not unlimited. It should also be considered that in Texas, a number of airport sponsors have begun to operate the fixed base operation franchise on their airport. This creates competitive implications for the private sector, and certainly the advantage that public entities have with regard to the capacity to raise capital through methodologies not available to the private sector are also a consideration. This is particularly true with regard to the construction of hangars. Long-term we believe that it is probably better to phase this system out.

This report contains information considered relevant to both the market rent of the property and the method by which we have analyzed collected data to arrive at the value conclusion. We hereby certify to no present or contemplated financial interest in the property and that our employment and compensation are in no way contingent upon the value estimate.

Respectfully submitted, Winthrop D. Perkins Winthrop D. Perkins, CRE President

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126 Draft Airport & Aviation Appraisals, Inc. CERTIFICATION OF THE APPRAISER

The undersigned does hereby certify that, to the best of my knowledge and belief:

1. The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions.

3. I have no present or prospective interest in the properties that are the subject of this report, and I have no personal interest or bias with respect to the parties involved.

4. My compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event.

5. My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice.

6. The undersigned individual has made a personal inspection of the properties that are the subject of this report.

7. No one other than the undersigned prepared the analyses, conclusions, and opinions concerning real estate that are set forth in this appraisal report.

8. The undertaking of this appraisal assignment was not based on a requested minimum valuation or specific valuation or approval of a loan.

9. Based upon the descriptions, definitions, assumptions, data, and conclusions presented herein, it is our opinion that the market rental values are as delineated in the foregoing report.

Winthrop D. Perkins Winthrop D. Perkins, CRE

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127 Draft Airport & Aviation Appraisals, Inc. ASSUMPTIONS AND LIMITING CONDITIONS This appraisal is subject to the following assumptions and limiting conditions. 1. No responsibility is assumed for matters of a legal nature affecting title to the properties nor is an opinion of title rendered. The title is assumed to be good and merchantable.

2. No survey of the properties has been made by the appraiser and no responsibility is assumed in connection with such matters. Sketches in this report are included only to assist the reader in visualizing the properties.

3. Public information and industry and statistical information are from sources we deem to be reliable; however, we make no representation as to the accuracy or completeness of such information, and have accepted the information without further verification.

4. All mortgages, liens, encumbrances, leases, and servitudes have been disregarded unless so specified within the report. The properties are appraised as though under responsible ownership and competent management.

5. The forecasts, projections, and operating estimates contained in this report are based upon current market conditions, anticipated short term supply and demand factors, and a continued stable economy. These forecasts are, therefore, subject to changes in future conditions.

6. It is assumed that there are no hidden or unapparent conditions of the properties, subsoil, or structures which would render them more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover such factors.

7. It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless non- compliance is stated, defined, and considered in the appraisal report.

It is further assumed that any mechanical and electrical equipment, which is considered part of the real estate, is in proper operating condition except when noted herein. These include, but are not limited to, such items as the heating, air conditioning, plumbing, sprinkler (if any), and electrical systems.

8. While it is believed the information, estimates, and analyses given and the opinions and conclusions drawn from them are correct, Airport & Aviation Appraisals, Inc. does not guarantee them. We believe the information which was furnished to us by others is reliable, but we assume no responsibility for its accuracy.

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128 Draft Airport & Aviation Appraisals, Inc. 9. In the event this appraisal is used for a sale price, financing, or tax purposes, no responsibility is assumed for the inability to negotiate favorably on the basis of the values expressed herein.

10. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined, and considered in the appraisal report.

11. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the properties described and that there is no encroachment or trespass unless noted within the report.

12. The distribution of the total valuation in this report between land and improvements applies only under the reported Highest and Best Use of the properties. The allocation of value for land and improvements must not be used in conjunction with any other appraisal and is invalid if so used.

13. Neither all nor any part of the contents of this report should be conveyed to the public through advertising, public relations, news, sales, mail, direct transmittal, or other media without the prior written consent and approval of Airport & Aviation Appraisals, Inc.

14. In accordance with recognized professional ethics, the professional fee for this service is not contingent upon our conclusion of value, and neither Airport & Aviation Appraisals, Inc. nor any of its employees has a present or intended financial interest in the properties.

15. The opinion of value expressed herein is valid only for the stated purpose and date of the appraisal.

16. Financial statements and other information provided by the Client or its representatives in the course of this investigation have been accepted, without further verification, as correctly reflecting the properties’ business conditions and operating results for the respective periods, except as specifically noted herein.

17. The conclusions are based upon the assumption that present management would continue to maintain the character and integrity of the enterprise through any sale, reorganization, or diminution of the owners' participation.

18. Future services regarding the subject matter of this report, including, but not limited to, testimony or attendance in court, shall not be required of Airport & Aviation Appraisals, Inc., unless previous arrangements have been made therefore in writing.

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129 Draft Airport & Aviation Appraisals, Inc. 19. This report and the conclusions arrived at herein are for the exclusive use of our client. Furthermore, the report and conclusions are not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusions reached herein represent the considered opinion of Airport & Aviation Appraisals, Inc., based upon information furnished to them by the Client and other sources. The extent to which the conclusions and valuations arrived at herein are relied upon should be governed and weighed accordingly.

20. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific compliance survey and analysis of these properties to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the properties, together with a detailed analysis of the requirements of the ADA, could reveal that the properties are not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the properties. Since we have no direct evidence relating to this issue, we did not consider possible noncompliance with the requirements of ADA in estimating the value of the properties.

21. This appraisal is predicated on the assumption that hazardous substances do not exist at the subject properties. Hazardous substances cover any material within, around, or near a property that may have a negative effect on its value, including, without limitation, hazards that may be contained within the properties, such as friable asbestos, and external hazards, such as toxic waste or contaminated ground water. No apparent evidence of contamination or potentially hazardous materials was observed on the date of inspection. Members of this appraisal office are not qualified to determine the existence of, nor is any certification made as to the presence or absence of, any hazardous substances. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them.

22. This Appraisal Report is governed by the Uniform Standards of Appraisal Practice regulations that apply to Appraisal Reports under Standards Rule 2, Subparagraph A. Supporting data which may help the reader more fully understand the conclusions which are presented in this summary report is present in the appraiser's files. This report cannot be fully understood without reference to this material.

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ADDENDA

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131 Agenda Item No.: 6 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: April 11, 2018

Receive information from staff and Staff Contact: Chase Patterson, discuss the Monthly Operations Report Operations Coordinator – March 2018 Phone No.: (940) 349-7739

INFORMATION Receive information from staff and discuss the Monthly Operations Report – March 2018

PURPOSE The purpose of this item is to keep the Airport Advisory Board informed as to the operational status of the Airport.

OPERATIONS (Calendar Year) Operation Type March March % Change 2017 YTD 2018 YTD % Change 2017 2018 IFR Itinerant 1,088 849 -22% 2,770 2,387 -13.8% VFR Itinerant 4,651 4,230 -9.1% 13,153 11,255 -14.4% Local 5,107 5,580 +9.3% 15,293 17,952 +17.4% Total 10,846 10,659 -1.7% 31,216 31,594 +1.2%

FUELING (Fiscal Year) Type February February % Change 2017 YTD 2018 YTD % Change 2017 2018 Jet A 84,073 75,550 -10.1% 572,572 598,966 +4.6% AvGas 27,317 20,027 -26.7% 159,910 115,484 -27.8% Total 111,390 95,577 -14.2% 732,482 714,450 -2.5%

BASED AIRCRAFT Description Single Engine Multi Engine Jet Helicopter Total Jun 2017 274 57 22 17 370 Jan 2016 327 70 36 25 458 Note: 2016 as reported on FAA 5010

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Board Information Report Agenda Item No.: 1 Airport Monthly Operations Report for March 2018

ALERTS Date Type Description 3/22/18 I Cessna 152 Had Engine Trouble

INCIDENTS Date Description

WILDLIFE MANAGEMENT Date Description 3/9/18 Vulture in flight over main ramp 3/20/18 Great Blue Heron in flight over Airfield 3/22/18 Geese in flight S RPZ 3/22/18 Hawk perched N RPZ 3/23/18 Vulture in flight over Kilo 4/2/18 Osprey perched S Creek

Attachment(s): Historical Airport Operations

133 FAA CONTRACT TOWER - AIRPORT OPERATIONS COUNT RECORD Mo. Yr. Location Ident. Facility Name: Denton Tower, FCT Location: Denton, TX O 3 O O D T O Airport Operations Count Facility Operating Hours 1 6 O ITINERANT LOCAL IFR VFR Total Total Total Total Day AC AT GA MI IFR AC AT GA MI VFR Civil Military Local Airport Ininerant Itinerant Ops Operations Ops Ops 01 28 1 29 160 160 258 4 262 451 02 3 26 29 256 256 264 264 549 03 1 11 12 224 224 246 246 482 04 3 36 39 18 18 86 86 143 05 4 27 31 82 82 118 118 231 06 1 18 19 130 130 242 242 391 07 4 19 23 208 208 146 146 377 08 4 28 32 211 211 278 278 521 09 5 28 33 137 137 86 86 256 10 3 26 29 192 192 398 398 619 11 7 19 26 54 54 86 86 166 12 4 19 23 2 221 223 300 300 546 13 2 13 15 174 174 192 192 381 14 3 16 19 206 206 266 266 491 15 1 25 26 143 143 138 138 307 16 8 34 42 106 106 74 74 222 17 3 24 27 163 163 200 200 390 18 1 27 28 40 40 94 94 162 19 18 18 52 52 70 20 9 27 36 1 150 151 146 146 333 21 3 25 28 208 208 364 364 600 22 1 16 17 150 150 216 216 383 23 4 40 44 51 51 154 154 249 24 2 17 19 220 220 336 336 575 25 1 29 30 26 26 56 56 112 26 4 33 37 45 45 132 132 214 27 2 19 21 1 1 22 28 5 23 28 4 4 12 12 44 29 6 45 51 164 164 216 216 431 30 4 19 23 270 270 288 288 581 31 2 13 15 161 161 184 184 360 Total 100 748 1 849 3 4227 4230 5576 4 5580 10659

134 DENTON ENTERPRISE AIRPORT HISTORICAL OPERATIONS

Month: 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 JAN 5945 7490 5844 7366 11419 10397 11909 14040 12988 11019 14419 12074 11070 13036 FEB 6600 6222 6035 8849 10344 8482 10703 10971 11266 10023 10891 12530 9300 7899 MARCH 6772 8874 7438 10472 12442 12106 15477 13630 14195 13929 12886 9240 10846 10659 APRIL 7487 7111 8160 11972 11566 11955 12515 13822 13725 14788 12816 10226 9390 MAY 7221 7183 7530 11062 14539 11922 11685 13731 14400 16140 12431 11958 11914 JUNE 8333 7539 7674 11323 14811 12935 13890 15855 14923 12949 15308 11962 10342 JULY 7803 7578 8865 12819 15119 14204 11523 13833 13156 14912 17359 13190 11162 AUG 7839 7888 9638 11105 13202 13459 12550 13425 15345 13558 18143 11461 10514 SEP 6462 7565 9885 11224 10795 12298 12395 11199 15929 13485 14665 13523 11010 OCT 8044 7919 10526 11809 10726 13617 13624 13217 13019 14334 13208 13021 10870 NOV 7111 7475 10699 10358 12439 11962 12146 13395 11955 10974 10906 9195 10249 DEC 7355 5904 7994 9498 8677 9848 9796 11069 10934 11228 12020 9166 10899

Total: 86972 88748 100288 127857 146079 143185 148213 158187 161835 157339 165052 137546 127566 31594

Tower Operations 180000 160000 140000 120000 100000 80000 Operations 60000 40000 20000 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Year

Tower OPS 2005-2017.xlsx 135 Agenda Item No.: 7 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: April 11, 2018

Receive information from staff and Staff Contact: Chase Patterson discuss the Monthly Construction Operations Coordinator Report Phone No.: (940) 349-7739

INFORMATION Receive information from staff and discuss the Monthly Construction Report

REPORT

Schweizer Road and Taxilane Papa Sewer Line The design for a sewer line extension along Schweizer Road and Taxilane Papa has been completed. The project will extend sewer for two of our largest remaining lots on the Southeast corner of the Airport. The project bids have been submitted and are currently under review.

Airfield Lighting and Signage Upgrades We are currently in the process of making extensive lighting and signage upgrades on the airfield to enhance the safety of pilots operating at night. We are replacing panels and upgrading to LED lighting in numerous airfield signs and replacing old edge lights with newer and more efficient bulbs. All lighting upgrades for the Taxiway and Runway have been completed, with signage expected to be complete in the coming months.

West Parallel Runway The Final Environmental Assessment for the parallel runway was completed on April 3, 2018. The document has been provided to the FAA for approval. It is anticipated that within the next week, the approved document will be forwarded to TxDOT for final approval. The project is anticipated to be out to bid within a week or so of the TxDOT approval. Project would then be expected to break ground in the June/July timeframe.

136 Agenda Item No.: 8 AIRPORT ADVISORY BOARD INFORMATION REPORT Meeting Date: Mar, 14 2018

Receive information from staff and Staff Contact: Scott T. Gray, discuss the Council Airport Committee Airport Manager and/or City Council aviation-related items Phone No.: (940) 349-7744

INFORMATION

Receive information from staff and discuss the Council Airport Committee and/or City Council aviation- related items

Attachment(s): 1. Council Airport Committee and/or City Council Aviation-Related Items.

137 Council Airport Committee/City Council Aviation-Related Items Council Airport Committee City Council Description Date Action Date Action Completed Items BAM Denton Management Ventures, LLC lease assignment to Sykes-Vaughan 6/5/2017 Approved 2-0 6/20/2017 Approved 7-0 Investments, LLC JR Almand lease assignment to CFD International 6/5/2017 Approved 2-0 6/20/2017 Approved 7-0 JR Almand lease amendment authorize commercial aircraft maintenance 6/5/2017 Approved 2-0 6/20/2017 Approved 7-0 Collateral Assignment of Leases Sykes-Vaughan Investments, LLC 7/25/2017 Approved 3-0 8/1/2017 Approved 6-0 James and Nancy Huff lease agreement 7/25/2017 Approved 3-0 8/15/2017 Approved 7-0 GAhangars, LLC lease agreement 7/25/2017 Approved 3-0 8/15/2017 Approved 7-0 James and Nancy Huff lease assignment to US Trinity Holdings, LLC 10/5/2017 Approved 3-0 10/17/2017 Approved 7-0 HTA Aviation lease assignment to US Trinity Holding, LLC 10/5/2017 Approved 3-0 10/17/2017 Approved 7-0 RAMP Grant N/A N/A 10/17/2017 Approved 7-0 TxDOT grant for the design and construction of primary runway and taxiway N/A N/A 10/17/2017 Approved 7-0 improvements. Mark Hicks Transport, LLC lease assignment to Polygon Enterprises, Inc. 11/28/2017 Approved 2-0 12/5/2017 Approved 7-0 US Trinity Holdings, LLC-Guaranty Bank consent to collateral assignment 11/28/2017 Approved 2-0 12/5/2017 Approved 7-0 Pending Items Airport Fire Station Location 4/13/2018 Airport Rates and Fees Scheduled 4/13/2018 Denton Med Trans Reimbursement Request 4/13/2018 GAhangars, LLC lease agreement deadlines 4/13/2018

138 Agenda Item No.: 9 AIRPORT ADVISORY BOARD ACTION REPORT Meeting Date: Mar. 14, 2018

Discussion and possible action to Staff Contact: Scott T. Gray, modify the Airport Advisory Board Airport Manager meeting schedule. Phone No.: (940) 349-7744

ACTION

Discussion and possible action to modify the Airport Advisory Board meeting schedule.

PURPOSE Pursuant to the Airport Advisory Board Rules of Procedure, Section 4, “The Board shall meet at 5:30 p.m. on the second Wednesday of each month.”

Attachment(s): 1. Airport Advisory Board meeting schedule

Action Taken:

139

AIRPORT ADVISORY BOARD 2018 MEETING SCHEDULE

January February March Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 1 2 3 1 2 3 7 8 9 10 11 12 13 4 5 6 7 8 9 10 4 5 6 7 8 9 10 14 15 16 17 18 19 20 11 12 13 14 15 16 17 11 12 13 14 15 16 17 21 22 23 24 25 26 27 18 19 20 21 22 23 24 18 19 20 21 22 23 24 28 29 30 31 25 26 27 28 25 26 27 28 29 30 31 Economic Development Update

April May June Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 1 2 3 4 5 1 2 8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 14 15 16 22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 21 22 23 29 30 27 28 29 30 31 24 25 26 27 28 29 30 Economic Development Update

July August September Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 7 1 2 3 4 1 8 9 10 11 12 13 14 5 6 7 8 9 10 11 2 3 4 5 6 7 8 15 16 17 18 19 20 21 12 13 14 15 16 17 18 9 10 11 12 13 14 15 22 23 24 25 26 27 28 19 20 21 22 23 24 25 16 17 18 19 20 21 22 29 30 31 26 27 28 29 30 31 23 24 25 26 27 28 29 30 Economic Development Update

October November December Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 3 4 5 6 1 2 3 1 7 8 9 10 11 12 13 4 5 6 7 8 9 10 2 3 4 5 6 7 8 14 15 16 17 18 19 20 11 12 13 14 15 16 17 9 10 11 12 13 14 15 21 22 23 24 25 26 27 18 19 20 21 22 23 24 16 17 18 19 20 21 22 28 29 30 31 25 26 27 28 29 30 23 24 25 26 27 28 29 30 31 Economic Development Update

140 Agenda Item No.: 10 AIRPORT ADVISORY BOARD ACTION REPORT Meeting Date: April 11, 2018

Discussion and possible action to add Staff Contact: Scott T. Gray, Board Member requested item on a Airport Manager future agenda. Phone No.: (940) 349-7744

ACTION

Discussion and possible action to add Board Member requested item on a future agenda.

Action Taken:

141