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HomeMy WebLinkAbout1998-010FILE REFERENCE FORM 1 98-010 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Assignment and Assumption Agreement [original is attached] 01/20/98 JR Memorandum of Lease Agreement [original is attached] 01/25/06 JR Assignment of leasehold interest in Airport Lease Agreement — Ordinance No. 2012-121 06/05/12 JR ORDINANCE NO V-" AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND DON R WINDLE, TO LEASE CERTAIN PREMISES OF THE MUNICIPAL AIRPORT AND CONSTRUCT AND MAINTAIN AN AIRCRAFT HANGAR AND RELATED AVIATION FACILITIES THEREON, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS S +CPIT That the City Manager is authorized to execute a lease agreement between the City of Denton, Texas and Don R Wmdle to lease certain premises of the Municipal Airport and construct and maintain an aircraft hangar and related aviation facilities thereon, under the terms and conditions contained within this Agreement, which is attached hereto and made a part hereof SECTION II That this ordinance shall become effective immediately upon its passage and approval A nn�, PASSED AND APPROVED this the day ofQ&&�� 1998 JACK LER MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY 1 1) a UL jae> AP OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY e za �-�' a m�.�aa.pnw�ww oxniw�nadsuwenwimie w� ae.ea AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS. COUNTY OF DENTON § This lease is made and executed tlus& day of �7—f/a,q/2� , 1998, at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor," and Don R Wmdle, his heirs, permitted successors and assigns having lus permanent mailing address at P O Box 1009, Denton, Texas, 76202-1009, hereinafter referred to as "Lessee " WITNESSETH: WHEREAS, Lessor now owns, controls and operates the Municipal Airport (Airport) in the City of Denton, County of Denton, State of Texas, and WHEREAS, Lessee desires to lease certain premises on said airport and construct and maintain an aircraft hangar and related aviation facilities thereon, and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows I CONDITIONS OF AGREEMENT NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING A PRINCIPLES OF OPERATIONS The right to conduct aeronautical activities for furnishing services to the public is granted Lessee subject to Lessee agreeing To furnish said services on a fair, equal and not unjustly discriminatory basis to all users thereof, and 2 To charge fair, reasonable and not unjustly discriminatory prices for each unit or service, provided, that Lessee may be allowed to make reasonable and nondiscruninatory discounts, rebates, or other smular types of price reductions to volume purchasers B NON-DISCRIMINATION Lessee, for himself, his personal representatives, successors and interests, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that I No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, demed the benefits of, or be otherwise subjected to dis- crumnation in the use of said facilities, 2 In the construction of any improvements on, over, or under such land and the furnishings of services thereon, no person on the grounds of race, religion, color, sex, or na- tional origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to dlscnrmnation, 3 Lessee shall use the premises in compliance with all other requirements unposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subti- tle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation - Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended C RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT It is clearly understood by Lessee that no right or privilege has been granted which would prevent any person, firm or corporation operating aircraft on the airport from performing any services on its own aircraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform D NON-EXCLUSIVE RIGHT It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 U S C Appendix § 1349 E PUBLIC AREAS 1 Lessor reserves the right to further develop or improve the landing area of the airport as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance 2 Lessor shall be obligated to maintain and keep in repair the landing area of the airport and all publicly owned facilities of the airport, together with the right to direct and control all activities of Lessee in this regard subject to the rights, duties and responsibilities of the Parties set out herein 3 During time of war or national emergency, Lessor shall have the right to lease the landing area or any part thereof to the United States Government for rrulitary or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsis- tent with the provisions of the lease to the Government, shall be suspended 4 Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the airport which, in the opinion of Lessor, would limit the usefulness or safety of the air- port or constitute a hazard to aircraft or to aircraft navigation WINDLE AIRPORT LEASE - PAGE 2 5 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or mamte- nance of the airport II. LEASED PREMISES Lessor, for and in consideration of the covenants and agreements herein contained, to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lure and take from Lessor, the following described land situated in Denton County, Texas A LAND A tract of land, containing approximately 14,440 square feet, being 80' x 180', and containing approxmiately 0 331 acres, drawn and outlined on Exhibit "A," and legally described in Exhibit `B," together with a right of first refusal under terms set out herem to lease the adjacent and contiguous 18,000 square feet of land, being 100' x 180' and containing approximately 0 413 acres of land (the "Contiguous Property') and legally described in Exhibit "C" and drawn and outlined ion Exhibit "D " Exhibits A, B, C and D are incorporated herein by reference The right of first refusal as to the "Contiguous Property" shall be on terms set out in VII B herein Together with the right of ingress and egress to said property, and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and mvitees For purposes of this agreement, the term "Premises" shall mean all property located within the metes and bounds described and identified within Exhibit `B", including leasehold improvements constructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor B U"goVEMENTS PROVIDED BY LESSOR NONE There will be no improve- ments provided by Lessor, except as set forth in Article 11 D "Access to Utilities" below For the purpose of this Agreement, the term "Lessor improvements" shall mean those things on the leased premises belonging to, constructed by, or to be constructed by Lessor, which enhances or increases, or will enhance or increase, the value or quality of the leased land or property Unless otherwise noted herem, all Lessor improvements are and will remain the property of Lessor All Lessor improvements must be described in detail above, or above referenced and attached to this Agreement in an exhibit approved by Lessor C EASEMENTS Lessor and Lessee by mutual agreement may establish, on the lease premises, easements for public access on roads and taxiways I) ACCESS TO UTILITIES Lessor represents that there are water lines within 100 feet and 3-phase electricity Imes within 100 feet of the leased premises available to "tap -in" by Lessee, and that the, same are sufficient for usual and customary service on the leased premises and that the aircraft taxiway will be extended, if and as necessary, at Lessee's expense to connect to Lessee's ramp in accordance with Lessor's plans and specifications for taxiways III. TERM The term of this Agreement shall be for a period of 30 years, commencing on the 1° day of WINDLE AIRPORT LEASE - PAGE 3 February, 1998, and continuing through the 31' day of January, 2028, unless earlier terminated under the provisions of the Agreement Lessee shall have the option to extend the term of this lease for two (2) successive renewal terms of ten (10) years each The Lessor shall give Lessee one hundred eighty (180) days written notice of the expiration of the initial lease and, if applicable, similar notice of the expiration of the first renewal term Should Lessee desire to exercise either of the options above, then ninety (90) days prior to the expiration of the initial term and, if applicable, the first renewal term, Lessee shall complete negotiations for renewal(s) of this lease with Lessor The rental and terms to be negotiated shall be reasonable and consistent with the then value, rentals and terms of similar property on the airport taking into consideration that if Lessor and Lessee are unable to agree to terms for the first renewal term, Lessor must purchase property per VIII C 4 The Lessor shall not unreasonably withhold consent or approval for the above referenced renewal terms IV PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for tlus lease, the following payments, rentals and fees A LAND RENTAL shall be due and payable in the sum of 15¢ per square foot or Two Thousand One Hundred Sixty Dollars ($2,160 00) per year, payable in twelve (12) equal monthly installments in the sum of One Hundred Eighty Dollars ($180 00) in advance, on or before the first day of each and every month during the term of this agreement Lessee has the option to pay annually in advance at election of Lessee The rental for the initial term and the two (2) ten (10) year renewal periods, if applicable, will be adjusted annually based on the consumer price index criteria in Section IV D Notwithstanding the foregoing, the annual lease rental is to be reduced by the product of 15¢ per square foot, as adjusted by the CPI-U referenced in Section IV D , times the number of square feet comprising all easements established in accordance with Article II C Lessee shall be entitled to a proportional refund for any rental paid as required above for any period of delay in obtaining approval in the progress of the design and construction of the hangar authorized herein, in excess of sixty (60) days from the filing by Lessee of its (1) plans and specifications for the construction of Lessee's hangar or (2) application for a building permit for Lessee's hangar, if the delay in the approval of the applicable documents is not caused by such plans and specifications or application being deficient or failure of the Lessee to timely correct a deficiency in the applicable documents filed with the City of Denton by Lessee provided said deficiency is identified specifically to Lessee in a timely manner B LESSOR IMPROVEMENTS RENTALS NONE There are no Lessor improve- ments on the leased premises C PAYMENT PENALTY, ADJUSTMENTS All payments made hereunder by Lessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, Accounts Receivable, 215 E McKinney, Denton, Texas, unless otherwise designated in writing by the Lessor All monthly rental payments shall be due and payable on or before the first day of each month and shall be paid by Lessee without demand or notice from Lessor All rental amounts paid by Lessee after the twentieth (20s) day of the month will be delinquent and shall WINDLE AIRPORT LEASE - PAGE 4 include an additional monetary amount (penalty) which shall equal five percent (5%) of the rental amount due If payments are not received by the first of the subsequent month, an additional penalty of 1% of the unpaid rental amount will be due A 1% charge will be added on the first of each subsequent month until unpaid rental payment is made Failure to pay the rent or penalty amounts on delinquent rent shall constitute an event of default of this Lease D CPI-U The yearly rental for land and improvements herein leased shall be readjusted at the end of each year period during the initial term of this lease, and during the renewal terms after the beginning rental is agreed to by the parties as set forth in Section III , on the basis of the proportion that the then current United States Consumer Price Index for all urban consumers (CPI-U) for the Dallas -Fort Worth geographical region, as compiled by the U S Department of Labor, Bureau of Labor Statistics bears to the applicable index at the execution of this contract The original land rental amount is based upon 15¢ per square foot per year for the land herein leased Each rental adjustment, if any, shall occur on the l' day of February, beginning 1999, and every year thereafter on such date The adjustments in the yearly rent shall be determined by multiplying the muumum yearly rent as set forth in Section IV A by a fraction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of the contract If the product of this multiplication is greater than the minimum yearly rent as set forth in Section IV A, Lessee shall pay this greater amount as the yearly rent until the time of the next rental adjustment as called for in this section If the product of this multiphca- tion is less than the mrmmum yearly rent as set forth in Section IV A, there shall be no adjustment in the annual rent at that time, and Lessee shall pay the mimmum yearly rent as set forth in Section IV A, until the time of the next rental adjustment as called for in this section In no event shall any rental adjustment called for in this section result in an annual rent less than the nummum yearly rent as set forth in Section IV A The adjustment shall be limited so that the annual rental payment determined for any given year shall not exceed the annual rental payment calculated for the previous year by more than ten percent (10%) If the consumer price index for all urban consumers (CPI-U) for the Dallas -Fort Worth geographical region, as compiled by the U S Department of Labor, Bureau of Labor Statistics, is discontinued during the term of this lease, the remaining rental adjustments called for in this section shall be made using the formula set forth in Subsection (a) above, but substituting the index numbers for the Consumer Price Index -Seasonally Adjusted U S City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas -Fort Worth geographical region If both the CPI-U for the Dallas -Fort Worth geographical region and the U S City Average are discontinued during the term of this lease, the remaining rental adjust- ments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI-U applicable to the Dallas -Fort Worth geographical region If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the term of this lease, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor WINDLE AIRPORT LEASE - PAGE 5 V. RIGHTS AND OBLIGATIONS OF LESSEE A USE OF LEASED PREMISES Lessee is granted the non-exclusive privilege to engage in or provide the following 1 Hangar Leases and Rental The rental or lease of hangars and hangar space and related facilities upon the leased premises 2 Office Space Lease or Rental The rental or lease of office space in or adjoining Lessee's hangars 3 Aircraft Storage and Tie Down To provide parking, storage and tie down service, for both Lessee's and itinerant aircraft upon or within the leased premises Lessee, his tenants and sublessees shall not be authorized to conduct any services not specifically listed in this agreement The use of the lease premises by the tenants or sublessees of Lessee shall be limited to only those commercial, retail or industrial activities having to do with or related to airports and aviation No person, business or corporation may operate a commercial, retail or industrial business upon the premises of Lessee or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or industrial activity The Lessor shall not unreasonably withhold authorization to conduct aeronautical or related services Private, personal, non-commercial or public services uses are permitted and controlled pursuant to the provisions of paragraph V A 4 below 4 Up to 30% of ground floor area may be used for office space and stoi _... _�..... ,.,....«.«e«I 1— T umaa ,f hanaar has total arnnnd floor area in excess of Should hangar constructed by Lessee per this lease have a ground floor area in excess of 4,000 sq ft , then this section becomes operational It is agreed and understood that the sole and only commercial , retail, and industrial activities permitted to be conducted by tenants, sublessess and individuals (other than Lessee personally) on the leased premises are those which involve aircraft or directly related aviation and support activities as described in paragraph V A 1,2, and 3 hereof It is further agreed and understood that the primary per- mitted private or personal uses by Lessee, individually, of the ground floor of the leased premises are those which relate to aviation and aircraft as described generally on paragraph V A 1,2, and 3 hereof However, it is further agreed and understood that Lessee, individu- ally, is specifically permitted to make additional personal, private, non-commercial secon- dary use of the interior of the hangar floor area first, for storage of watercraft, trailers, and other U S Coast Guard -Auxiliary -type equipment, directly utilized in providing volunteer emergency services, with such equipment being signed, labeled, or bearing placards with Insignia indicating the emergency service for which it is utilized (e g U S Coast Guard Auxiliary, Red Cross, Civil Air Patrol, quasi -governmental entity or etc), second, for the storage of equipment and/or vehicles (which are operational in compliance with the Nui- sance Chapter of the City Code and State Law), third, on the mezzanine level of the Hangar, the level above the hangar floor area (e g the storage area above the ceiling of an office) for any purpose [It is further understood that the mezzanine square footage shall be excluded from calculation of the 30% permissible non aviation space use inside the hangar facility In addition, mezzanine square footage shall be and is hereby agreed to be excluded from WINDLE AIRPORT LEASE - PAGE 6 calculation of total hangar square footage in calculating the 4,000 sq ft nummum hangar size requirement for the operation of paragraph V A 4 ] providing the following conditions and requirements are met and maintained by Lessee regarding all personal, private, non- commercial secondary use a Uses permitted pursuant to paragraph V A 4 are and shall remain secondary to aviation and aircraft storage b Uses permitted in paragraph V A 4 shall be limited to the inside of the building except for necessary ingress and egress and shall be located in the portions of the hangar and in such a manner to screen and limit regular, ongoing, or continuing visibility of non - aviation related equipment from the taxiway with open hangar doors or from a perimeter or off airport thoroughfare of street right-of-way c Under no circumstances shall non -aviation related storage in conjunction with Office Space occupy more than thirty percent (301/6) of the hangar floor area (excluding mezzanine) and no motor vehicles shall be parked outside the hangar except as provided under paragraph XIV or where vehicles are parked by a customer or sublessee while an air- craft stored in the hangar is being flown or where vehicles are present for the conduct of quasi governmental, public service activities or business of Lessee is being transacted d Uses permitted under V A 4 do not include any storage or housing of any non - aviation related equipment anywhere outside any building on the leased premises e Uses permitted under V A 4 do not include or allow the conduct of any activity primarily carved on for commercial, retail, or industrial purposes which is not aviation or aircraft related Said uses include only Lessee's individual, personal and/or private uses and uses in furtherance of Lessee's participation, duties, and responsibilities in the U S Coast Guard Auxiliary, Red Cross, Civil Air Patrol, quasi -governmental entity, etc , or a Reserve - type support, aviation, and/or surface operations f Uses permitted or limitations imposed on Lessee under V A 4 do not restrict, prolubit, or abridge the scope of uses permitted to Lessee pursuant to V A I or 3 or other provisions of this lease agreement not discussed specifically in V A 4 g Nothing herem shall be construed to permit the conduct of any (1) toxic or hazardous activities or storage of any such materials on the leased premises or (2) motor vehicular repair (other than emergency repairs of the type generally provided by an entity contracting with TXDOT to remove stranded vehicles from a controlled access highway [e g changing tires, boosting battery, etc ]) B STANDARDS Lessee shall meet or exceed the following standards 1 Address Lessee shall file with the Airport Manager and keep current lus mailing addresses, telephone numbers and contacts where he can be reached in an emergency 2 List Lessee shall file with the Airport Manager within thirty (30) days of any written request and keep current a list of his tenants and sublessees WINDLE AIRPORT LEASE - PAGE 7 3 Conduct Lessee shall contractually require his employees and sublessees (and sublessee's invitees) to abide by the terms of this agreement Lessee shall promptly enforce his contractual rights in the event of a default of such covenants 4 Utilities, Taxes and Fees Lessee shall meet all expenses and payments in connection with the use of the Premises and the rights and privileges herein granted, in- cluding the timely payment of utilities, taxes, permit fees, license fees and assessments law- fully levied or assessed 5 Laws Lessee shall comply with all current and future federal, state and local laws, rules and regulations which may apply to the conduct of business contemplated, including rules, regulations and ordinances promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required licenses or permits 6 Maintenance of Property Lessee shall be responsible for the maintenance, repair and upkeep of all property, buildings, strictures and improvements, including the mowmg or elimination of grass and other vegetation on the Premises, and shall keep said Premises neat, clean and in respectable condition, free from any objectionable matter or thing Lessee agrees not to utilize or permit others to utilize areas on the leased premises which are lo- cated on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft, aircraft parts, automobiles, vehicles of any type, or any other equipment or items which would distract from the appearance of the leased premises Lessee agrees that at no time shall the leased premises be used for a flea market type sales operation 7 Unauthorized use of premises Lessee may not use any of the leased land or premises for the operation of a motel, hotel, restaurant, private club or bar, apartment house, or for industrial, commercial or retail purposes, except as authorized herein 8 Dwellings It is expressly understood and agreed that no permanent dwelling or domicile may be built, moved to or established on or within the leased premises nor may lessee, his tenants, invitees, or guests be permitted to reside or remain as a resident on or within the leased premises or other airport premises save and except Lessee may temporar- ily reside on the premises for brief periods (usually less than one week in length), if neces- sary, in compliance with providing public service duties as may anse in fulfillment of the obligations referenced in paragraph V A 4 (e g search and rescue, public service or disaster relief participation) 9 Quit Possession Lessee shall quit possession of all premises leased herein at the end of the primary term of this lease or any renewal or extension thereof, and deliver up the premises to Lessor in as good condition as existed when possession was taken by Lessee, reasonable wear and tear excepted 1Q. Hold Harmless. Lessee shall indemnify and hold harmless Lessor from and against all loss and damages, including death, personal injury, loss of property or other damages, arising or resulting from the operation of Lessee's business in and upon the leased premises. WINDLE AIRPORT LEASE -PAGES 11 Chemicals Lessee agrees to properly store, collect and dispose of all chemicals and chemical residues, to properly store, confine, collect and dispose of all paint, including paint spray in the atmosphere, and paint products, and to comply with all Local, State and Federal regulations governing the storage, handling or disposal of such chemicals and paints 12 Hazardous Activities Should Lessee violate any law, rule, restriction or regulation of the City of Denton or the Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navi- gational aid station or device, whether airborne or on the ground, then Lessor shall state such violation in writing and deliver written notice to Lessee or Lessee's agent on the leased premises, or to the person(s) on the leased premises who are causing said violation(s), and upon delivery of such written notice, Lessor shall have the right to demand that the per- son(s) responsible for the violation(s) cease and desist from all such activity creating the violation(s) In such event, Lessor shall have the right to demand that corrective action, as required, be commenced immediately to restore the leased premises into conformance with the particular law, rule or aeronautical regulation being violated Should Lessee, Lessee's agent, or the person(s) responsible for the violation(s) fail to cease and desist from said violation(s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty-four (24) hours following written notification, then Lessor shall have the right to enter onto the leased premises and correct the violation(s), and Lessor shall not be responsible for any damages incurred to any improvements on the leased premises as a result of the corrective action process 13 Painting of Exterior of Hangar During the original term of this Lease and during each extension, Lessor shall have the right to require, not more than once every five years, that the metal exterior of hangar(s) or buildings(s) located on the premises be reviewed by the Airport Advisory Board for the purpose of determining whether painting of the exteriors of such buildings or hangars is necessary If the Airport Advisory Board determines paint- ing is necessary, it shall Punish a recommendation to this effect to the City Council The Council, may, upon the Board's recommendation, require Lessee to repaint said exteriors according to Lessor's specifications (to specify color of paint, quality of worlananship and the year and month in which the hangar(s) or building(s) are to be painted, if needed) Les- see shall complete the painting in accordance with such specifications within six (6) months of receipt of notice from Lessor Lessee agrees to pay all costs and expense involved in the hangar or building painting process Failure of Lessee to complete the painting required by Lessor's City Council within the six (6) month period shall constitute Lessee's default un- der this Lease C SIGNS During the term of this Agreement, Lessee shall have the right, at its own expense, to place in or on the lease Premises signs identifying Lessee Said signs shall be of a size, shape and design, and at a location or locations, approved by the Lessor and in conformance with any overall directional graphics or sign program established by Lessor for the Airport Lessor's approval shall not be withheld unreasonably Said signs shall be maintained in good repair throughout the term of this agreement Notwithstanding any other provision of this agreement, said signs shall remain the property of Lessee Lessee shall remove, at its expense, all lettering, signs and placards so erected on the premises at the expiration of the term of this Agreement or exten- sions thereof WINDLE AIRPORT LEASE - PAGE 9 VI. COVENANTS BY LESSOR Lessor hereby agrees as follows A PEACEFUL ENJOYMENT That on payment of rent, fees, and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee shall peaceably hold and enjoy the leased premises and all rights and privileges herein granted, B COMPLIANCE Lessor warrants and represents that in the establishment, construction and operation of said Denton Municipal Airport, that Lessor has heretofore and at this time is complying with all existing rules, regulations, and criteria distributed by the Federal Aviation Administration, or any other governmental authority relating to and including, but not limited to, noise abatement, air rights and easements over adjoimng and contiguous areas, over- flight in landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course of normal take -off and landing procedures from said Denton Municipal Airport, Lessor further warrants And represents that at all tunes during the term hereof, or any renewal or extension of same, that it will continue to comply with the foregoing VII. SPECIAL CONDITIONS It is expressly understood and agreed by and between Lessor and Lessee that this lease agreement is subject to the following special terms and conditions A RUNWAYS AND TAXIWAYS That because of the present sixty thousand (60,000) pound continuous use weight hearing capacity of the runway and taxiways of the Airport, Lessee herein agrees to limit all aeronautical activity including landing, take -off and taxiing, to aircraft having an actual weight, including the weight of its fuel, of sixty thousand (60,000) pounds or less, until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights It is farther agreed that, based on qualified engineer- ing studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate "Aero- nautical Activity" referred to in this clause shall include that activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing A pattern of negligent disregard of the provisions of this section shall be sufficient to cause the immediate termination of this entire Agreement and subject Lessee to liability for any damages to the Airport that might result B, RIGHT OF FIRST REFUSAL Should Lessor receive a bona fide offer from a third party to lease the Contiguous Property during the term of the Lease, Lessee shall have thirty (30) days from the receipt of written notice thereof from Lessor to meet such third parry's offer If Lessee fails to offer an amount to Lessor equal to the amount offered by the third party to lease the Contiguous Property within such thirty (30) day period, the right of first refiisal in favor of Lessee shall expire, and Lessor shall be free to lease the Contiguous Property to the third party WINDLE AIRPORT LEASE - PAGE 10 VIII. LEASEHOLD IMPROVEMENTS A REQUIREMENTS Before commencing the construction of any improvements upon the premises, Lessee shall submit 1 Documentation, specifications, or design work, to be approved by the Lessor, which shall establish that the improvements to be built or constructed upon the lease premises are in conformance with the overall size, shape, color, quality and design, in appearance and structure of the program established by Lessor on the Airport 2 All plans and specifications showing the location upon the premises of the proposed construction, The estimated cost of such construction No construction may commence until Lessor, acting by its City Council, has approved the plans and specifications and the location of the improvements, the estimated costs of such construc- tion and the agreed estimated life of the building or structure Approval by the City Council shall not be unreasonably withheld, should the Council fail to deny Lessee's plans and specifications withm sixty (60) days of submission thereof to the Council, such plans and specifications shall be deemed approved Documentary evidence of the actual cost of construction on public areas only (such as taxiways) shall be delivered by Lessee to Lessor's City Manager from time to time as such costs are paid by Lessee, and Lessor's City Manager is hereby authorized to endorse upon a copy of tlus lease filed with the City Secretary of Lessor such actual amounts as he shall have found to have been paid by Lessee, and the findings of the City Manager when endorsed by him upon said contract shall be conclusive upon all parties for all purposes of this agreement B ADDITIONAL CONSTRUCTION OR IMPROVEMENTS Lessee is hereby authorized to construct upon the land herein leased, at lus own cost and expense, buildings, hangars, and structures, that Lessor and Lessee mutually agree are necessary for use in connection with the operations authorized by this lease, provided however, before commencing the construc- tion of any improvements upon the premises, Lessee shall submit plans and specifications for approval by Lessor as specified in Article VIH A, above C OWNERSHIP OF IMPROVEMENTS All buildings and improvements constructed upon the premises by Lessee shall remain the property of Lessee unless said property becomes the property of Lessor under the following conditions, temis and provisions 1 Removal of Buildings No building or permanent fixture may be removed from the premises 2 Assumption All buildings and improvements of whatever nature remaining upon the leased premises at the end of the primary term, or any extension thereof, of tlus lease shall automatically become the property of Lessor absolutely in fee without any cost to Les- sor 3 Building Life It is agreed that the life of the building to be constructed by Lessee on the property herein leased is forty (40) years WINDLE AIRPORT LEASE - PAGE I 1 4 Cancellation Should this lease be cancelled for any reason before the end of the forty (40) year expected building life, it is expressly understood and agreed that Lessor re- serves the right to purchase all buildings, structures and improvements then existing upon the premises by tendering to Lessee one fortieth (1/40) of the undepreciated value of such building for each year remaining on the agreed life of such building The undepreciated value of all improvements is to be determined by having such improvements appraised by three appraisers, one appointed by Lessor, one appointed by Lessee and one appointed by the two appraisers IX. SUBROGATION OF MORTGAGEE A Any person, corporation or institution that lends money to Lessee for purchase, construction or improvement of any hangar, structure, building or improvement on the leased premises and retains a security interest in said hangar, structure, building or improvement shall, upon default of Lessee's obligations to said mortgagee, have the right to enter upon said leased premises and operate or manage said hangar, structure, building or improvement according to the terms of this Agreement, for a period not to exceed the term of the mortgage with Lessee, or until the loan is paid in full, whichever comes first, but in no event longer than the term of this lease It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgagee or purchase money famished for the acquisition of same B Lessee shall have the right to place a first mortgage lien upon its leasehold in an amount not to exceed eighty percent (80%) of the construction cost or current market value of the leasehold improvements C Lender's duties and rights are as follows 1 The Lender shall have the right, in case of default, to assume the rights and obligations of Lessee herein and become a substituted Lessee, with the further right to as- sign the Lessee's interest to a third party, subject to approval of the Lessor, such approval to not be unreasonably withheld or delayed Lender's obligations under this Lease as substi- tuted Lessee shall cease upon assignment to a third party and approval by the Lessor 2 As a condition precedent to the exercise of the right granted to Lender by tlus paragraph, Lender shall notify the Lessor of all action taken by it in the event payments on such loans shall become delinquent Lender shall also notify the Lessor, in writing, of any change in the identity or address of the Lender 3 All notices of default, as well as all notices required by Article XHI herein (Cancellation by Lessor) to be given by the Lessor to Lessee shall also be given by the Les- sor to Lender at the same time and in the same manner, provided the Lessor has been fur - rushed with written notice of Lender's interest and its address Such notice shall be given to the City Secretary and the Airport Manager Upon receipt of such notice, Lender shall have the same rights as Lessee to correct any default W INDLE AIRPORT LEASE - PAGE 12 X. RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessee, upon the leased ground space for the purpose of providing underground utility services to, from or across the airport property or for the construction of public facilities on the Airport However, any such easements shall not interfere with Lessee's use of the leased premises and Lessor shall restore the property to original condition upon the installation of any utility services on, in, over or under any such easement or the conclusion of such construction Construction in or at the easement shall be completed within a reasonable time M. ASSIGNMENT OF LEASE 1 Lessee expressly covenants that it will not assign this lease, convey more than ten percent (10%) of the interest in his business, through the sale of stock or otherwise, transfer, license, nor sublet the whole or any part of the said premises for any purpose, except for rental of hangar space for the storage of aircraft or tie -down space, without the written consent of Lessor Lessor agrees that it will not unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for the airport related purposes The provisions of this lease shall remain binding upon the assignees, tenants and sublessees, if any, of Lessee Lessee shall be responsible for the observance by its tenants, sublessees and assignees of the terms and conditions of this lease In the event that the Lessor determines that a sublessee or assignee is operating a non - aviation related business or is operating an aviation related business without complying with the minimum standards applicable thereto, the sublease or assignment may be terminated in the manner as provided by Article XIII herein for leases 2 It is agreed and understood that the named Lessee herein may desire to transfer or assign Lessee's interest herein to personally owned or family owned entities or enterprises Accordingly, Lessor consents and agrees that the following entities shall be permitted assignees at the election of Lessee without further permission of Lessor Windle and Wmdle Investments, hie Wmdle Family Partners, LTD XII. INSURANCE A REQUIRED INSURANCE Lessee shall maintain continuously in effect at all times during the term of this agreement, at Lessee's expense, the following insurance coverage 1 Comprehensive general liability covering the leased premises, the Lessee or its company, its personnel, and its operations on the airport 2 Aircraft liability to cover all flight operations of Lessee 3 Fire and extended coverage for replacement value for all facilities used by the Lessee either as a part of this agreement or erected by the Lessee subsequent to this agree- ment WINDLE AIRPORT LEASE - PAGE 13 Liability insurance limits shall be in the following minimum amounts Bodily Injury and Property Damage One Million Dollars ($1,000,000) combined single limits on a per occurrence basis 5 All policies shall name the City of Denton as an additional named insured and provide for a minimum of thirty (30) days written notice to the City prior to the effective date of any cancellation or lapse of such policy All policies must be approved by the Lessor The Lessor shall be provided with a copy of all such policies and renewal certifi- cates During the term of this lease, Lessor herein reserves the right to adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, provisions, or certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor, provided however, that any requirements shall be commensurate with insurance requirements at other public use airports similar to the Denton Municipal Airport in size and in scope of aviation activities, located in the southwestern region of the United States Lessee herein agrees to comply with all increased or adjusted insurance requirements that may be required by the Lessor throughout the original or extended term of this lease, including types of insurance and monetary amounts or hunts of insurance, and to comply with said insurance requirements within ninety (90) days following the receipt of a notice in writing from Lessor stating the increased or adjusted insurance requirements Lessee shall have the right to maintain in force both types of insurance and amounts of insurance which exceed Lessor's mimmum insurance requirements In the event that State law should be amended to require types of insurance and/or insurance amounts which exceed those of like or similar public use airports in the southwestern region of the United States of America, then in such event, Lessor shall have the right to require that Lessee maintain in force types of insurance and/or amount of insurance as specified by State law Failure of Lessee to comply with the mimmum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease XIII. CANCELLATION BY LESSOR In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in bankruptcy shall be instituted against it and Lessee thereafter is adjudicated bankrupt pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceed- ings brought under the provisions of any Federal reorganization act, or Lessee shall be divested of its estate herein by other operation of law, or Lessee shall fall to perform, keep and observe any of the terms, covenants, or conditions herein contained, or on its part to be performed, the Lessor may give Lessee written notice to correct such condition or cure such default and, if any condition or default shall continue for sixty (60) days after the receipt of such notice by Lessee, then Lessor may terminate this lease by written notice to Lessee, subject to any required approval by any court of competent jurisdiction In the event of default, Lessor has the right to purchase any or all structures on the leased premises under the provisions of Section VIII Paragraph C 4 (Cancellation) hereof W INDLE AIRPORT LEASE - PAGE 14 XIV CANCELLATION BY LESSEE Lessee may cancel this Agreement, in whole or part, and terminate all or any of Its obligations hereunder at any time, by thirty (30) days written notice, upon or after the happening of anyone of the following events (1) issuance by any court of competent jurisdiction of a permanent injunction in any way preventing or restraining the use of said airport or any part thereof for airport purposes, (2) the breach by Lessor of any of the covenants or agreements contained herein and the failure of Lessor to remedy such breach for a period of ninety (90) days after receipt of a written notice of the existence of such breach, (3) the inability of Lessee to use said premises and facilities continuing for a longer period than ninety (90) days due to any law or any order, rule or regulation of any appropriate governmental authority having jurisdiction over the operations of Lessor or due to war, earthquake or other casualty, or (4) the assumption or recapture by the United States Government, or any authorized agency thereof, of the maintenance and operation of said airport and facilities or any substantial part or parts thereof Upon the happening of any of the four events listed in the preceding paragraph, such that the leased premises cannot be used for aviation purposes, then the Lessee may cancel this lease as aforesaid, or may elect to continue this lease under its terms, except, however, that the use of the leased premises shall not be limited to primarily aviation purposes, their use being only limited by such laws and ordinances as may be applicable at that time XV. MISCELLANEOUS PROVISIONS A ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties and as of its effective date supersedes all prior or independent Agreements between the parties covering the subject matter hereof Any change or modification hereof shall be in writing signed by both parties B BINDING EFFECT All covenants, stipulations and agreements herein shall extend to, bind and inure to the benefit of the legal representatives, successors and assigns of the respective parties hereto C SEVERABILITY If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void, but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties D NOTICE Any notice given by one party to the other in connection with this agreement shall be in writing and shall be sent by certified mail, return receipt requested, with postage and certification fees prepaid as follows 1 If to Lessor, addressed to City Manager City of Denton 215 E McKinney Denton, Texas 76201 WINDLE AIRPORT LEASE - PAGE 15 Don R Wmdle P O Box 1009 Denton, Texas 76202-1009 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt E HEADINGS The headings used in this Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement F GOVERNING LAW This Agreement is to be construed in accordance with the laws of the State of Texas G MEDIATION The parties may agree to settle any disputes under this lease by subnuttmg the dispute to mediation or other means of alternate dispute resolution No mediation or alternate dispute resolution, arising out of or relating to Article V A, of this lease, involving one parry's disagreement may include the other party to the disagreement without the other's approval H NO WAIVER No waiver by Lessor or Lessee of any default or breach of a covenant or term of this lease may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of tlus Agreement I INDEPENDENT CONTRACTOR During all times that this Lease is in effect, the parties agree that Lessee is and shall be deemed to be an independent contractor and operator and not an agent or employee of the Lessor with respect to their acts or omissions hereunder For all the purposes hereunder, Lessee is and shall be deemed an independent contractor and it is mutually agreed that nothing contained herein shall be deemed or construed to constitute a partnership or Joint venture between the parties hereto IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written ED BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY WINDLE AIRPORT LEASE - PAGE 16 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Daai & --.� __N WINDL , LESSEE STATE OF TEXAS COUNTY OF DENTON This mstrtuient was acknowledged before me on the a Lqsl�D day of D r-sY. 19 Oil by Don R Windle �YP64 CHRISTINE A DICK Notary Public State of Texas 'a OF +t Comm Expires 3-2-2001 C ,D,Lx-- Notary Public, State of Texas WINDLE AIRPORT LEASE - PAGE 17 01/14/1998 14 40 9464823680 KERN SURVEYING INC PAGE 03 SPARTAN DRIVE 60' ACCESS, DRAINAGE dr UTILITY. ESA4T \ 130 TAXIWAY DRAINAOC AND UT/UTYEA6EwNi i O N d b TAXIWAY P9D11I3'T iI I IRF S 88R41'OS" E 1119 98 y W O� O O -1 I/B" IRF 60 — f 01/14/1998 14 40 9404823680 KERN SURVEYING INC PAGE 02 EXHIBIT'e' FIELD NOTES to all that certain tract of land siduated in the William Neil Survey, Abetract umber 970 In the cKY and County of Denton, Taxes and being a pad of Lot 1 Block 1 of the Southeast Airport lfion, an addition In the City of Donlon, Denton County, Texas, according to the Plat thereof recorded In Cabinet G Page 295 of the Plat Records of Denton County, Twine, the subject tract being more particularly descdped in follows, Commencing at the most Westerly Southwest Corner of said Lot 1 Block 1, j THENCE North 08 Degrees 36 M inulm 21 Seconds East with the West line thereof a dlster4e of 1007 51 feet to a comer, II THENCE South 88 Degrees 36 Minutes 10 Seconds East a distance of glut 84 feet to a capped Iron rod sat for the Southwest Comer ofthe heroin described trod in the North line of a 130 foot taxiway, *81nage and utlgty easement , THENCE North 01 Degrees 23 Mtnutas 50 Seconds East a distance of 180 00 feet to a cap Iron rod set for the Northwest Comer of the herein described tract in the South line of a 80 foot access, ddainege and udilly easement; THENCE South 88 Degrees 36 Minutes 10 $monde East With the South line thereof a distance of 80 00 feat to a capped Iron rod M for the Northeast Comer of the heroin desonbed tract at a turn in 0o last mentioned sasemettk ' THENCE South 01 Degrees 23 Mlnulm So Seconds West continuing now with the Wed Ilnq bf sold easement a dhlanoe of 100 W Net to a capped Iran rod set for the Southeast Comer of the herein doh crlbed tract in the North One of mild 130 That easement: THENCE North 88 Dog" 38 MOn4tee 10 Seconds West with said North line a distance at 80 00 that to the PLACE OF BEGINNING and enclosing 14AQ square feet of land EXHIBIT'C' FIELD NOTES to all that certain tract of land sOualad In the William NOR Survey, Abstract 4umber 9701n the city and County of Denton, Tom and being a pad of Lot 1 Block 1 of the Southeast Airport n, an addition In the CRY of Dhmtonn, Denton County, Texas, according to the Plat thereof recorded in Ca G Page 206 of the Plat Records of Denton County, Texas; the subject tract being more particularly, dosed as follows, Commencing at the most Westerly Southwest Corner of said Lot 1 Block 1, THENCE North 00 Degrees 38 Minutes 21 Seconds East with the West line thereof a di tan* of 1067 51 feat to a comer, THENCE South 88 Degrees 38 Ninutas 10 Seconds East a distance of 898 84 feet to a Q*W Iron rod set for the Southwest Comer of to heroin described tract in the North line of a 130 foot taxiway, dd inage and utility easement; THENCE North 01 Degrees 23 Minutes 50 Seconds East a distance of 180 00 feet to a capp4d Iron rod set for the Northwest Corner of the herein described tract in the South line of a 80 foot ate, dfpinege and uOOty easement; THENCE South 86 Degraa 38 Minutes 10 Seconds East with the South line thereof a distance of 100 00 feet to a capped iron rod set for the Northeast Comer of the herein described tract; ' THENCE South 01 Degrees 23 Minutes 50 Seconds Went a distance of 180 00 feet to a capped iron rod set for the Southeast Comer of the herein described tract In the North line of said 130 foot eae ment THENCE North 88 Degrees 38 Minutes 10 Seconds West whth said North line a distance of i 00 00 feet to the PLACE OF BEGINNING and enclosing 18,000 square feet of land Theca Field Notes with the accompanying sketch were prepared from an onahe-ground syfvey made under my direction and supervision on January 8, 1887 There are no visible or apparent Intrunlo0s, prolweione or easements except as shown This survey was prepared without the benefit of a fide hinder or schedule B Mkhael J am RPLS No 415E Date 01/14/1998 14 40 9404823680 KERN SURVEYING INC PAGE 04 540 45' �---1 89684 RF DEN I g BENT W N r� 2 WEST S/W CORNER LOT IBLKI COMMENCING POINT w 0 H A SPARTAN ORIVE WO ACCESS ORAINAC •ASPHALT sU ACE l30' TAXIWAY DRAINAGE AND OT/LITy EASEMENT 0 • • i E N b TAXIWAY ^� • d a e P9PHN-T I/E"IRp — — — 5 8604/'— 17!t99' THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is dated theme day of 1998, by and between Don R Wmdle ("Assignor"), Wmdle & Wmdle vestmetit , , ("Assignee"), and the City of Denton ("Landlord") Recitals of Fact A Assignor and Landlord entered into that certain Airport Lease Agreement ("Lease") with an effective date ofThpv_ ,1998, wherein Assignor agreed to lease from Landlord those two (2) certain tracts in the William Neil Survey, Abstract No 970, and being part of Lot 1, Block 1, Southeast Airport Addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet G, Page 295, Plat Records, Denton County, Texas In such Lease, Landlord agreed that Assignee was a permitted assignee under the terms thereof B. Assignor desires to assign, transfer, set over, and deliver to Assignee all of Assignor's right, title, and interest in and to the Lease C. Assignee desires to assume all of Assignor's right, title, and interest in and to the Lease D Landlord desires to acknowledge, agree to, and consent to the previously approved assignment of the Lease to Assignee In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows 1 Ass ment. Assignor assigns, transfers, sets over and delivers unto Assignee all of Assignor's right, title, and interest in and to the Lease 2 Acceptance Assignee accepts the foregoing assignment of the Lease and assumes all duties and obligations of Assignor under the Lease 3 Consent Landlord acknowledges, agrees to, and consents to Assignor's assignment of the Lease to Assignee 4 Miscellaneous This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the State of Texas C \DATA\DQCS\CLIENTS\WINDLE\Assignment and Assumption Agreement wpd Page 1 IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written ASSIGNEE: Windle & ndle Investments, Inc. By on R ndle Vice President LANDLORD. City of Denton By !! Ted Benavides City Manager ATTEST: By fifer ters ty Secr a, APPROVED AS TO LEGAL FORM - Herbert L. Prouty, City Attorney By Michael A Bucek Assistant City Attorney C \DATA\DOCS\CLIENTS\WINDLE\Assignment and Assumption Agreement wpd Page 2 SAOur Documents\Contracts\06\Memorandum of Lease-Windle.doc MEMORANDUM OF LEASE AGREEMENT STATE OF TEXAS } } KNOW ALL PERSONS BY THESE PRESENTS COUNTY OF DENTON } THIS Memorandum of Lease Agreement is made and entered into as of the Effective Date as provided below, by and between the City of Denton, Texas (the "Lessor") and Windle & Windle Investments, Inc., a Texas Corporation (the "Lessee"). WHEREAS, the Lessor and the Lessee have entered into that certain Airport Lease Agreement Commercial Operator ("Lease"), effective January 20, 1998, approved by City Ordinance No. 98-010. Whereby Lessor leased to Lessee for an initial term of 30 years, beginning February 1, 1998 and ending January 31, 2028, with the Lessee having the option to extend the term of the Lease for two successive renewal terms of ten years each, that certain real property containing approximately 0.331 acres located in the City of Denton, Denton County, Texas, together with a right of first refusal to lease the adjacent and contiguous 18,000 square feet of land, which right was not exercised, being the corner tract in the William Neil Survey, Abstract No. 910 and being part of Lot 1, Block 1, Southeast Airport Addition, to the City of Denton, Denton County, Texas, as more particularly shown and described in Exhibit "A" and `B" attached hereto and made a part hereof by reference (the "Real Property"). The Lease was subsequently assigned from the original Lessee, Don R. Windle, to the Lessee, Windle & Windle Investments, Inc. by that certain Assignment and Assumption Agreement dated the 22"`{ day of January, 1998; and WHEREAS, the Lessor and Lessee have entered into this Memorandum of Lease Agreement to be recorded in the Real Property Records of Denton County, Texas to provide subsequent owners of the Real Property, improvements, or any interest therein with notice of the Lease. NOW THEREFORE, in consideration of the covenants contained in the Lease, the Lessor and Lessee agree as follows: l . The recitals set forth above are incorporated into the body of this Memorandum of Lease Agreement. 2. This Memorandum of Lease Agreement may be recorded in the Real Property Records of Denton County Texas. 3. A true and correct original of the Lease is on file in the Office of the City Secretary, Denton City Hall, 215 E. McKinney, Denton, Texas 76201, which Lease is incorporated herein by reference; and The parties hereto have executed this Memorandum of Agreement as of the a?f)v day of January, 2006 (the "Effective Date"). Memorandum of Lease Agreement SAOur Documents\Contracts\06\Memorandum of Lease-Windle.doc THE CITY OF DENTON, TEXAS By: wkp\ Howard Martin, Interim Ci Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BY: XAY� — WINDLE & WINDLE INVESTMENTS, INC. BY: Don . We President Memorandum of Lease Agreement S:AOur DocumentsVContracts\06AMemorandum of Lease-Windle.doc ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON § This instrument is acknowledged before me, on this 5 day of January, 2006 by Howard Martin, Interim City Manager of the City of Denton, a municipal corporation, on behalf of said municipal corporation. :.R�,;; TONI REEDY NOTARY PUBLIC STATE Of TEXAS ..Inmisalon E�trn &212808 otary Public in an - r State of Texas STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this; �' day of January, 2006 by Don R. Windle, President for Windle & Windle Investments, Inc., a Texas Corporation on behalf of said corporation LC1111TINE A, DICKNotary PublicStateof Tuxesmm. Exp. 8.2-2U09 Notary Public in and for State of Texas Memorandum of Lease Agreement Exhibit A SPARTAN DRIVE 0.413 AC 18,000. Sq Ft (N BB636'1O" W ) 60' ACCESS, DRAINAGE 3c UTILITY': ESMT \ RFACE IRS/CAP 5(5 8O.00'IRS/CAP •Hole (n 0 o ExhibitA b O W 0 I p to O 331 .AC E h a 7 4, 400. Sq Ft;, P O O o x i I N 88•3670' W IR5/CAP y I3O' TAXIWAY, DRAINAGE. AND UTILITY EASEMENT W OI! O i a w a TAXIWAY b PSPN wT I . —..— .. _ .. _.. ..... '� .. �vz. IRF .'raa S 88-41'08" E IM98 60' — — noar t.: FJ(HIBIT'B• FIELD NOTES to all that certain tract of land situated in the William Neil Survey, Abstract "umber 9701n the city and County of Denton, Texas and being a part of Lot 1 Block 1 of the Southeast Airport Addition, an addition in the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cab4st G Page 295 of the Plat Records of Denton County, Texas; the subject tract being more particularly descried as follows; Commencing at the most Westerly Southwest Corner of said Lot 1 Block 1; THENCE North 08 Degrees 36 Minutes 21 Seconds East with The West line thereof a distar�a of 1067.51 feet to a comer; 'II THENCE South 88 Degrees 36 Minutes 10 Seconds East a distance of 996.84 feet to a c4lpped Iron rod set for the Southwest Comer of the herein described tract in the North line of a 130 foot taxiway, i*alnage and utirdy easement~ THENCE Norton 01 Degrees 23 Minutes 50 Seconds East a distance of 180.00 feet to a cap : iron rod set for the Northwest Comer of the herein described tract In the South tine of a 80 foot access, ainage and utility easement; THENCE South 88 Degrees 36 Minutes 10 Seconds East with the South line thereof a distance of 80.00 feet to a capped iron rod set for the Northeast Corner of the herein described tract at a tum in 08 last mentioned easement; { THENCE South 01 Degrees 23 Minutes 50 Seconds West continuing now with the West Iinei of said easement a distance of 180.00 feet to a capped iron rod set for the Southeast Comer of the herein descr8led tract in the North tine of said 130 foot easement; THENCE North 68 Degrees 36 Minutes 10 Seconds West with said North line a distance a180.00 feet to the PLACE OF BEGINNING and enclosing 14,440 square feet of land.